BLACKROCK, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As previously disclosed, inSeptember 2020 , the Board of Directors (the "Board") ofBlackRock, Inc. (the "Company") approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to (i) provide shareholders of record owning 15% or more of the voting power of all outstanding shares of stock of the Company the ability to call a special meeting of shareholders, (ii) eliminate supermajority vote requirements relating to the amendment of certain articles of the Certificate of Incorporation and (iii) eliminate certain provisions that are no longer applicable and make certain other technical revisions, subject to shareholder approval. OnMay 26, 2021 , at the Company's 2021 Annual Meeting of Shareholders (the "Annual Meeting"), as further described in Item 5.07 below, the Company's shareholders approved these amendments to the Certificate of Incorporation, which became effective upon the Company's filing of the Amended and Restated Certificate of Incorporation with the Secretary ofState of Delaware onMay 27, 2021 . A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. OnMay 26, 2021 , the Board also approved various conforming amendments to the Company's Amended and Restated Bylaws relating to (i) shareholders' ability to call special meetings, (ii) elimination of supermajority vote requirements and (iii) elimination of certain provisions that are no longer applicable, consistent with the amendments to the Certificate of Incorporation. In particular, the Amended and Restated Bylaws set forth certain procedural requirements that the Board believes are appropriate to avoid duplicative or unnecessary special meetings. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following are the voting results on each matter submitted to the Company's shareholders at the Annual Meeting held onMay 26, 2021 . All director nominees were elected (Item 1). The proposal to approve the compensation of the named executive officers as disclosed in the Company's proxy statement, through a non-binding advisory vote, was approved (Item 2). Additionally, shareholders ratified the appointment ofDeloitte LLP as the Company's independent registered public accounting firm for the fiscal year 2021 (Item 3). In addition, shareholders approved amendments to the Certificate of Incorporation to provide shareholders with the right to call a special meeting (Item 4a), eliminate certain supermajority vote requirements (Item 4b) and eliminate certain provisions that are no longer applicable and make certain other technical revisions (Item 4c). Further, the shareholder proposal requesting that the Board amend the Certificate of Incorporation to convert to a public benefit corporation was not approved (Item 5).
Below are detailed voting results on each matter voted on and described in detail in the Company's definitive proxy statement for the Annual Meeting.
Item 1 - Election to the Company's Board of Directors of the following 16
nominees:
For Against Abstentions Broker Non-Votes
Bader M. Alsaad 116,071,668 560,979 64,339 10,087,046
Pamela Daley 115,717,986 920,022 58,978 10,087,046
Jessica P. Einhorn 114,981,958 1,655,907 59,121 10,087,046
Laurence D. Fink 112,106,329 3,890,794 699,863 10,087,046
William E. Ford 113,117,168 3,504,271 75,547 10,087,046
Fabrizio Freda 116,105,739 527,815 63,432 10,087,046
Murry S. Gerber 111,371,864 5,257,883 67,239 10,087,046
Margaret "Peggy" L. Johnson 115,039,662 1,598,303 59,021 10,087,046
Robert S. Kapito 115,362,302 1,269,430 65,254 10,087,046
Cheryl D. Mills 114,894,185 1,737,557 65,244 10,087,046
Gordon M. Nixon 113,906,202 2,497,961 292,823 10,087,046
Charles H. Robbins 116,158,295 463,661 75,030 10,087,046
Marco Antonio Slim Domit 95,666,024 20,967,680 63,282 10,087,046
Hans E. Vestberg 116,168,598 453,112 75,276 10,087,046
Susan L. Wagner 115,044,000 1,582,989 69,997 10,087,046
Mark Wilson 116,111,751 509,852 75,383 10,087,046
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Item 2 - Approval, in a non-binding advisory vote, of the compensation for named executive officers:
For Against Abstentions Broker Non-Votes
109,007,750 7,572,013 117,223 10,087,046
Item 3 - Ratification of the appointment of
For Against Abstentions Broker Non-Votes
125,089,736 1,620,849 73,447 0
Item 4a - Approval of amendments to the Certificate of Incorporation to provide shareholders with the right to call a special meeting:
For Against Abstentions Broker Non-Votes
116,573,393 69,843 53,750 10,087,046
Item 4b - Approval of amendments to the Certificate of Incorporation to eliminate certain supermajority vote requirements:
For Against Abstentions Broker Non-Votes
116,352,850 277,044 67,092 10,087,046
Item 4c - Approval of amendments to the Certificate of Incorporation to eliminate certain provisions that are no longer applicable and make certain other technical revisions:
For Against Abstentions Broker Non-Votes
126,542,757 114,492 126,783 0
Item 5 - Shareholder proposal requesting that the Board amend the Certificate of Incorporation to convert to a public benefit corporation:
For Against Abstentions Broker Non-Votes 2,718,921 113,366,855 611,210 10,087,046
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of BlackRock. 3.2 Amended and Restated Bylaws of BlackRock.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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