SEC Form 8-K filed by BlackRock Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2025

 

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE		001-42297		99-1116001
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

50 Hudson Yards, New York, New York		10001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5800

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		BLK		New York Stock Exchange
3.750% Notes due 2035		BLK 35		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 15, 2025, BlackRock, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The following are the voting results on each matter submitted to the Company’s shareholders at the Annual Meeting. 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 of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2025 (Item 3). Further, the shareholder proposal requesting a report on risks associated with stakeholder capitalism was not approved (Item 4). The shareholder proposal requesting reform of the board election to list more candidates than the number of directors to be elected was also not approved (Item 5).

Below are detailed voting results of the shares represented and entitled to vote at the Annual Meeting on each matter voted on and described in detail in the Company’s definitive proxy statement.

Item 1 – Election to the Company’s Board of Directors of the following 18 nominees:

 

		For				Against				Abstentions				Broker Non-Votes
Pamela Daley			123,034,827				3,343,790				73,668				12,158,081
Laurence D. Fink			121,225,812				4,738,217				488,256				12,158,081
Gregory J. Fleming			126,053,574				322,613				76,098				12,158,081
William E. Ford			116,602,893				9,774,826				74,566				12,158,081
Fabrizio Freda			123,868,881				2,502,940				80,464				12,158,081
Murry S. Gerber			120,997,807				5,380,011				74,467				12,158,081
Margaret “Peggy” L. Johnson			126,216,003				164,765				71,517				12,158,081
Robert S. Kapito			125,492,651				885,838				73,796				12,158,081
Cheryl D. Mills			123,208,157				3,109,025				135,103				12,158,081
Kathleen Murphy			126,236,388				143,040				72,857				12,158,081
Amin H. Nasser			125,281,272				1,032,194				138,819				12,158,081
Gordon M. Nixon			122,036,338				4,331,735				84,212				12,158,081
Adebayo Ogunlesi			125,462,886				907,982				81,417				12,158,081
Kristin C. Peck			125,790,692				522,069				139,524				12,158,081
Charles H. Robbins			125,665,900				705,446				80,939				12,158,081
Hans E. Vestberg			125,633,441				736,979				81,865				12,158,081
Susan L. Wagner			123,144,694				3,236,833				70,758				12,158,081
Mark Wilson			125,075,229				1,299,359				77,697				12,158,081

Item 2 – Approval, in a non-binding advisory vote, of the compensation for named executive officers:

 

For		Against		Abstentions		Broker Non-Votes
85,315,675		40,887,779		248,831		12,158,081

Item 3 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2025:

 

For		Against		Abstentions		Broker Non-Votes
132,360,504		6,178,075		71,787		0

Item 4 – Shareholder proposal requesting a report on risks associated with stakeholder capitalism:

 

For		Against		Abstentions		Broker Non-Votes
1,657,659		123,646,698		1,147,928		12,158,081

Item 5 – Shareholder proposal requesting reform of the board election to list more candidates than the number of directors to be elected:

 

For		Against		Abstentions		Broker Non-Votes
1,853,218		124,436,794		162,273		12,158,081

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				BlackRock, Inc.
				(Registrant)
				By:		/s/ R. Andrew Dickson III
Date: May 16, 2025						R. Andrew Dickson III
						Corporate Secretary