UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Black Knight, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

To the Shareholders of Black Knight, Inc.:

Notice is hereby given that the 2023 Annual Meeting of Shareholders of Black Knight, Inc. will be held via live webcast on July 12, 2023 at 11:00 a.m., Eastern Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/BKI2023 and using your 16-digit control number, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 10:45 a.m. Eastern Time. Please note that there will not be a physical location for the 2023 Annual Meeting and that you will only be able to attend the meeting by means of remote communication. We designed the format of our virtual annual meeting to ensure that our shareholders who attend the virtual annual meeting will have the same rights and opportunities to participate as they would at an in-person meeting, including the ability to ask questions. The meeting is being held in order to:

Elect seven directors to serve until the 2024 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal;

Approve a non-binding advisory resolution on the compensation paid to our named executive officers (the Say-on-Pay Proposal);

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year.

At the meeting, we will also transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The board of directors set May 19, 2023 as the record date for the meeting. This means that owners of Black Knight, Inc. common stock at the close of business on that date are entitled to:

•

Receive notice of the meeting; and

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Vote at the meeting and any adjournments or postponements of the meeting.

All shareholders are cordially invited to attend the annual meeting. Even if you plan to attend the annual meeting virtually, please read these proxy materials and cast your vote on the matters that will be presented at the annual meeting. You may vote your shares through the Internet, by telephone or by mailing your proxy card. Instructions for our registered shareholders are described under the question “How do I vote?” on page 5 of the proxy statement.

Sincerely,

Colleen E. Haley

Corporate Secretary

Jacksonville, FL

May 26, 2023

PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND MAIL IT PROMPTLY IN AN ENVELOPE (OR VOTE VIA TELEPHONE OR INTERNET) TO ASSURE REPRESENTATION OF YOUR SHARES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2023: The Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at www.proxyvote.com.

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General Information About the Company

General Information About the Virtual Annual Meeting

Corporate Governance and Related Matters

Certain Information About Our Directors

Proposal No. 1: Election of Directors

Certain Information About Our Executive Officers

Compensation Discussion and Analysis and Executive and Director Compensation

Executive Compensation

Proposal No. 2: Advisory Vote on Executive Compensation

Proposal No. 3: Ratification of Independent Registered Public Accounting Firm

Security Ownership of Certain Beneficial Owners

Certain Relationships and Related Person Transactions

Shareholder Proposals and Nominations

Other Matters

Available Information

A-1

Appendix A – Non-GAAP Financial Measures

Black Knight, Inc.

PROXY STATEMENT

The proxy is solicited by the board of directors of Black Knight, Inc. for use at the Annual Meeting of Shareholders to be held on July 12, 2023 at 11:00 a.m., Eastern Time, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The annual meeting will be held virtually at www.virtualshareholdermeeting.com/BKI2023.

It is anticipated that such proxy, together with this proxy statement, will first be mailed on or about May 26, 2023 to all shareholders entitled to vote at the meeting.

The Company’s principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number at that address is (904) 854-5100.

Forward-Looking Statements

This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business and future performance, as well as ESG targets, goals, and commitments outlined in this proxy statement or elsewhere. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. We expect that certain disclosures made in this proxy statement may be amended, updated or revised in the future as the quality and completeness of our data and methodologies continue to improve. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.

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GENERAL INFORMATION

ABOUT THE COMPANY

Black Knight is a premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics to the U.S. mortgage and real estate markets. Our mission is to transform the markets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and that result in realized efficiencies, reduced risk and new opportunities for our clients to help them achieve greater levels of success. All references in this proxy statement to Black Knight, the Company, we, us or our are to Black Knight, Inc. and our subsidiaries.

Innovation. Integration. Urgency.

Whether developing new solutions, integrating new and acquired solutions or responding to our client’s requests – we do everything with urgency. It is why we are a trusted partner and leading provider of software solutions, data and analytics to the mortgage and real estate markets.

We believe our clients leverage our robust, integrated solutions across the entire homeownership lifecycle to help retain existing customers, gain new customers, mitigate risk and operate more efficiently. Our clients rely on our proven, comprehensive and scalable solutions and our unwavering commitment to delivering exceptional client support to achieve their strategic goals and better serve their customers.

We have a focused strategy of continuous innovation across our business, which is supported by acquisitions, and even more importantly, the integration of those acquisitions and our innovations into our broader ecosystem. Our ability to effectively manage our business and maintain a strong client base allows us to continually invest in our business to meet ever-changing industry requirements.

Deep business and regulatory expertise along with a holistic view of the markets we serve allow us the privilege of being a trusted advisor to our clients, who range from the nation’s largest lenders and mortgage servicers to institutional portfolio managers and government entities, to individual real estate agents and mortgage brokers. Clients leverage our software ecosystem across a range of real estate and housing finance verticals through multiple digital channels, using our offerings to drive more business, reduce risk and deliver a best-in-class customer experience, all while operating more efficiently and cost-effectively.

We have long-standing relationships with our clients, a majority of whom enter into long-term contracts that include multiple, integrated products embedded into mission-critical processes. This speaks to the confidence our clients have in our solutions and our commitment to serve them. The contractual nature of our revenues and our client relationships make our revenues both highly visible and recurring in nature. Our scale and integrated ecosystem of solutions drive significant operating leverage and cross-sell opportunities, enabling our clients to continually benefit from new and greater operational efficiencies.


Black Knight, Inc.	2

2022 Highlights

Our Company had a solid year in 2022, despite a very challenging time for the markets we serve. A rapid rise in interest rates contributed to a dramatic decline in origination volumes causing operational challenges for our clients and prospects. The resulting heightened focus on expenses by clients and prospects as well as the proposed ICE Merger have elongated the sales cycle in the short term. Market conditions have also resulted in elevated originator consolidation and bankruptcies, resulting in associated client attrition. In the face of that challenging market backdrop, our team remained focused and continued to execute against our strategic initiatives to deliver profitable growth over the long term.

Our financial results for 2022 demonstrated our high recurring revenue business model and resilience in a challenging market environment. While the operating environment has created some near-term headwinds to our financial performance, we remain positive about our long-term growth opportunities and are committed to creating value for all of our stakeholders.

Our sales results for 2022 reflect the value that lenders, servicers and other market participants see in our solutions. To that end, we signed 13 new MSP^® loan servicing system clients, 29 new Empower^® loan origination system (LOS) clients or additional channels to existing clients, and 129 new Optimal Blue^SM product, pricing and eligibility (PPE) engine clients. We also had continued success in cross-selling solutions to our existing clients.

Recognizing the strategic importance of our acquisition of Optimal Blue, we completed the acquisition of the minority interests of Optimal Blue that were previously held by Cannae Holdings, Inc. (Cannae) and Thomas H. Lee Partners, L.P. (THL) on February 15, 2022. The transaction had a positive impact on our 2022 Adjusted earnings per share (EPS) and simplified our organizational structure with Optimal Blue as a wholly-owned subsidiary of Black Knight.

Looking ahead to 2023, we will continue to act with focus and urgency to execute on our long-term strategic initiatives to drive growth by signing new clients, cross-selling to existing clients and delivering innovative solutions.

Merger with ICE

On May 4, 2022, we entered into a definitive agreement (the Original Merger Agreement) to be acquired by Intercontinental Exchange, Inc. (ICE) a leading global provider of data, technology, and market infrastructure, in a transaction valued at approximately $13.1 billion, or $85 per share, with consideration in the form of a mix of cash (80%) and stock (20%). On March 7, 2023, we entered into Amendment No. 1 to the Original Merger Agreement (which we refer to as the Amendment and, when referring to the Original Merger Agreement as amended by the Amendment, the Merger Agreement), which provides for, among other things, a reduction in the merger consideration, valuing Black Knight at $75.00 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68.00 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day volume weighted average price as of March 3, 2023 of $102.62 (the ICE Merger). As under the Original Merger Agreement, Black Knight shareholders can elect to receive either cash or stock, subject to proration, with the value of the cash election and the stock election

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equalized based on an average of ICE’s 10-day volume weighted average prices for the period ended three trading days prior to closing. The ICE Merger is expected to close in the third or fourth quarter of 2023, subject to regulatory clearance and the satisfaction of customary closing conditions. The ICE Merger has been approved by the boards of directors of Black Knight and ICE and by the shareholders of Black Knight.

Completion of the ICE Merger is subject to the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). On March 9, 2023, the United States Federal Trade Commission (the FTC) filed an administrative complaint challenging the ICE Merger under the HSR Act and authorized the filing of a complaint in federal district court to pursue a preliminary injunction to prevent the consummation of the ICE Merger pending an administrative trial, and ICE announced that ICE strongly disagrees with, and intends to vigorously oppose the FTC’s decision to challenge the ICE Merger. On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief. The FTC seeks to block ICE and Black Knight from completing the ICE Merger during the pendency of the administrative proceeding on the merits. On April 21, 2023, the United States District Court for the Northern District of California entered a temporary restraining order that prevents ICE and Black Knight from consummating the ICE Merger until 11:59 p.m. on the second business day after the Court rules on the FTC’s motion for a preliminary injunction, or a date set by the Court, whichever is later. On April 25, 2023, Black Knight filed its response to the FTC’s complaint generally denying the allegations and asserting several defenses. Black Knight also asserted a counterclaim against the FTC seeking declaratory and injunctive relief alleging violations of Black Knight's constitutional rights. There can be no assurance as to the outcome of litigation with the FTC or that this condition to the completion of the ICE Merger will be satisfied on a timely basis or at all.

GENERAL INFORMATION

ABOUT THE VIRTUAL ANNUAL MEETING

Your shares can be voted at the virtual annual meeting only if you vote by proxy or if you are present and vote at the meeting. Even if you expect to attend the virtual annual meeting, please vote by proxy to assure that your shares will be represented.

Why did I receive this proxy statement?

The board is soliciting your proxy to vote at the virtual annual meeting because you were a holder of our common stock at the close of business on May 19, 2023, which we refer to as the record date, and therefore you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted on at the annual meeting, and the voting process, as well as information about the Company’s directors and executive officers.

Black Knight, Inc.

Who is entitled to vote?

All record holders of common stock as of the close of business on May 19, 2023 are entitled to vote. As of the close of business on that day, 156,761,471 shares of common stock were outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the virtual annual meeting.

If you hold your shares of common stock through a broker, bank or other holder of record, you are considered a “beneficial owner,” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting via the Internet or by telephone.

What shares are covered by the proxy card?

The proxy card covers all shares of common stock held by you of record (i.e., shares registered in your name).

How do I vote?

You may vote using any of the following methods:

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At the virtual annual meeting. All shareholders may vote at the virtual annual meeting. Please see “How do I access the virtual annual meeting? Who may attend?” for additional information on how to vote at the annual meeting.

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By proxy. There are three ways to vote by proxy:

By mail, using the enclosed proxy card and return envelope;

By telephone, using the telephone number printed on the proxy card and following the instructions on the proxy card; or

By the Internet, using a unique password printed on your proxy card and following the instructions on the proxy card.

Even if you expect to attend the annual meeting virtually, please vote by proxy to assure that your shares will be represented.

What does it mean to vote by proxy?

It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to our Chief Executive Officer, our President and Chief Financial Officer, and our Corporate Secretary, who are sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your shares in accordance with the recommendation of the board for such proposal.

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On what am I voting?

You will be asked to consider three proposals at the annual meeting:

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Proposal No. 1 asks you to elect seven directors to serve until the 2024 Annual Meeting of Shareholders.

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Proposal No. 2 asks you to approve a non-binding advisory resolution on the compensation paid to our named executive officers (the Say-on-Pay Proposal).

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Proposal No. 3 asks you to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year.

How does the board recommend that I vote on these proposals?

The board recommends that you vote “FOR ALL” director nominees in Proposal 1, and “FOR” Proposals 2 and 3.

What happens if other matters are raised at the meeting?

Although we are not aware of any matters to be presented at the virtual annual meeting other than those contained in the Notice of Annual Meeting, if other matters are properly raised at the virtual annual meeting in accordance with the procedures specified in Black Knight’s certificate of incorporation and bylaws, or applicable law, all proxies given to the proxy holders will be voted in accordance with their best judgment.

What if I submit a proxy and later change my mind?

If you have submitted your proxy and later wish to revoke it, you may do so by doing one of the following: giving written notice to the Corporate Secretary prior to the virtual annual meeting; submitting another proxy bearing a later date (in any of the permitted forms) prior to the virtual annual meeting; or casting a ballot at the virtual annual meeting.

Who will count the votes?

Broadridge Investor Communications Services will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election.

How many votes must each proposal receive to be adopted?

The following votes must be received:

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For Proposal No. 1 regarding the election of directors, a majority of votes of our common stock cast is required to elect a director. Abstentions and broker non-votes are not counted as a vote cast and will therefore have no effect.

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For Proposal No. 2 regarding a non-binding advisory vote on the compensation paid to our named executive officers, this vote is advisory in nature. Our bylaws require that matters other than the election of directors be approved by the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at

Black Knight, Inc.

the meeting, in which case abstentions and broker non-votes have the effect of a vote against Proposal No. 2. Because the vote on Proposal No. 2 is advisory and therefore will not be binding on the Company, the board will review the voting result and take it into consideration when making future decisions regarding the compensation paid to our named executive officers.

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For Proposal No. 3 regarding the ratification of the appointment of KPMG LLP, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting is required to approve this proposal. Abstentions will have the effect of a vote against this proposal. Because this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, or NYSE, nominees may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions, and, therefore, there will be no broker non-votes on this proposal.

What constitutes a quorum?

A quorum is present if a majority of the outstanding shares of our common stock entitled to vote at the annual meeting are present in person or represented by proxy. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

What are broker non-votes? If I do not vote, will my broker vote for me?

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least 10 days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the SEC and the rules promulgated by NYSE thereunder.

We believe that all the proposals to be voted on at the annual meeting, except for the appointment of KPMG LLP as our independent registered public accounting firm, are not “routine” matters. On non-routine matters, such as Proposals No. 1 and 2, nominees cannot vote unless they receive voting instructions from beneficial owners. Please be sure to give specific voting instructions to your nominee so that your vote can be counted.

What effect does an abstention have?

With respect to Proposal No. 1, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote. With respect to Proposals No. 2 and 3, abstentions will have the effect of a vote against such proposals.

Who pays the cost of soliciting proxies?

We pay the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, facsimile transmission or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of our common stock will be requested to forward proxy soliciting material to the beneficial owners of

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such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson Inc. to assist in the solicitation of proxies for an estimated fee of $10,000 plus reimbursement of expenses.

What if I share a household with another shareholder?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our annual report and proxy statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. If you are a shareholder who resides in the same household with another shareholder, or if you hold more than one account registered in your name at the same address and wish to receive a separate proxy statement and annual report or Notice of Internet Availability of Proxy Materials for each account, please contact Broadridge toll free at 1.866.540.7095. You may also write to Broadridge, Householding Department, at 51 Mercedes Way, Edgewood, New York 11717. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. We hereby undertake to deliver promptly upon written or oral request, a separate copy of the annual report to shareholders, or this proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered.

Why did I receive a notice in the mail regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?

In accordance with the rules of the Securities and Exchange Commission, we have elected to furnish to our shareholders this Proxy Statement and our Annual Report on Form 10-K by providing access to these documents on the Internet rather than mailing printed copies. Accordingly, the Notice of Internet Availability is being mailed to our shareholders of record and beneficial owners (other than those who previously requested printed copies or electronic delivery of our proxy materials), which will direct shareholders to a website where they can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available for shareholders at www.proxyvote.com. Instead of receiving future copies of our Proxy Statement and Annual Report on Form 10-K to shareholders by mail, shareholders can access these materials online. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to you; an electronic link to the proxy voting site will be provided to you. Shareholders of record can enroll at www.proxyvote.com for online access to future proxy materials. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

Black Knight, Inc.

How do I access the virtual annual meeting? Who may attend?

At the virtual annual meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/BKI2023, you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other nominee. Although you may vote online during the annual meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted.

The meeting webcast will begin promptly at 11:00 a.m., Eastern Time, on July 12, 2023, and we encourage you to access the meeting prior to the start time.

Will I be able to ask questions during the virtual annual meeting?

Shareholders will be able to ask questions through the virtual meeting website during the meeting through www.virtualshareholdermeeting.com/BKI2023. The Company will respond to as many appropriate questions during the annual meeting as time allows.

How can I request technical assistance during the virtual annual meeting?

A technical support line will be available on the meeting website for any questions on how to participate in the virtual annual meeting or if you encounter any difficulties accessing the virtual meeting.

CORPORATE GOVERNANCE

AND RELATED MATTERS

2022 Shareholder Engagement

We are committed to hearing and responding to the views of our shareholders. In 2022, our officers met with investors on various occasions, both in group and one-on-one settings. The investors with whom we met in 2022 represented six of our top 15 shareholders, who collectively owned more than 27% of our shares as of December 31, 2022. At these meetings, our officers discuss a variety of topics, including our operational and stock performance, ESG, corporate governance and executive compensation matters. We report and discuss these meetings with our board or applicable board committees, as appropriate.

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Corporate Governance Guidelines

Our corporate governance guidelines provide, along with the charters of the committees of the board of directors, a framework for the functioning of the board of directors and its committees and establish a common set of expectations as to how the board of directors should perform its functions. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications (including consideration of all aspects of diversity when considering new director nominees, including diversity of age, gender, nationality, race, ethnicity and sexual orientation), director responsibilities, board agenda, roles of the Chairman of the board of directors, Chief Executive Officer and Lead Independent Director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. The board reviewed our corporate governance guidelines in February 2023 without material change. A copy of our corporate governance guidelines is posted on the Investors page of our website which is located at www.BlackKnightInc.com.

Code of Ethics and Business Conduct

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our President and Chief Financial Officer and our principal accounting officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics were adopted to reinvigorate and renew our commitment to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under SEC and/or NYSE rules. We intend to disclose any such amendment or waiver by posting it on the Investors page of our website at www.BlackKnightInc.com.

Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on the Investors page of our website at www.BlackKnightInc.com.

Corporate Responsibility

Our ESG strategy reflects Black Knight’s belief that corporate responsibility drives long-term value for our business and our stakeholders. As we work to integrate ESG across our corporate strategy and behavior, the risk committee of our board of directors oversees our

Black Knight, Inc.

ESG program and initiatives, supported by executive management and key operational stakeholders. In 2022, we continued to focus on maintaining a diverse and engaged workforce, a strong cybersecurity program, continuing to evolve our sustainability policies and practices to help reduce our already limited environmental impact, and to foster diversity, equity and inclusion throughout our workforce.

As part of our efforts to think strategically about our approach to ESG, in October 2022, we asked various Black Knight stakeholder groups to participate in an ESG materiality assessment. We requested responses to the assessment from top investors, key customers and suppliers, and various community partners, as well as all of our employees. The assessment asked each respondent to rank 16 ESG topics in order of importance to Black Knight. The responses received from all stakeholder groups were aggregated, normalized, and analyzed, and we are using that information to provide a strategic lens to assist us in identifying, understanding and prioritizing the relative importance of specific ESG and sustainability topics to our organization as we move forward with our sustainability programs and initiatives.

Below are some other highlights from our ESG program and initiatives in 2022.

Human Capital

We maintain a consistent commitment to expanding diversity in our workforce and promoting a business culture that is representative of the unique values, opinions and needs of our employees and all of our stakeholders. Our Policy Statement on Diversity, Equity and Inclusion includes our commitment to ensuring that all employees feel welcome, respected and included at Black Knight. This policy statement applies not only to our interactions within our own organization, but also to our vendors and suppliers who interact with our employees. We publish racial and ethnic diversity statistics about our employee base in our annual Corporate Sustainability Report, a practice we began in 2020 and will continue going forward. Through a variety of programs sponsored by our executives and human resources team, we have increased diversity hires from 37% in 2021 to 41% in 2022.

Our Human and Labor Rights Policy Statement reflects our commitment to the principle that all of our employees should work in a respectful environment regardless of race, color, religion, gender, gender identity or expression, sex, sexual orientation, national origin, disability, age, veteran or military status or other categories protected by applicable law. We encourage our business partners and suppliers to adhere to the principles embodied in our Code of Business Conduct and Ethics and our Human and Labor Rights Policy Statement. This statement is overseen by the corporate governance and nominating committee of our board of directors.

The health and safety of our employees is always a top priority for Black Knight. Our Enterprise Business Continuity Office (EBCO) monitors and reports on events that can significantly impact our employees and/or our campus, such as the COVID-19 pandemic and hurricanes, and works with our leadership team to quickly update our protocols and safety measures in response to such events. The EBCO enables faster decision-making by our leadership team to keep our employees safe and engaged.

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We continued to prioritize employee health and safety during 2022, including providing comprehensive health and welfare benefits, providing access to mental and physical wellness support and engaging our employees through frequent Town Halls to connect, thank and encourage our employees.

The results of our 2022 Employee Engagement Survey reflect our efforts to support our employees and create a family-oriented culture. Of our U.S. employees who responded to the survey, 90% indicated they are proud to work for Black Knight and 96% said their managers treat them with respect. Employee sentiments reveal a strong culture that values diverse perspectives, with 88% of employees responding that diversity is valued at Black Knight.

Information Security and Risk Management

We are highly dependent on information technology networks and systems to securely process, transmit and store electronic information. Attacks on these systems continue to grow in frequency, complexity and sophistication.

Oversight of the strategies, processes, and procedures we put in place to protect our systems and data from outside threats starts at the top. Our board of directors includes several directors who have attended third-party director education courses on trends in cybersecurity, data and privacy. The risk committee of our board of directors receives quarterly reports from our Chief Risk Officer, Chief Information Security Officer, and Chief Compliance Officer on various topics including cyber and data security practices, risk assessments, emerging issues and trends, and any security incidents that may have occurred during the period, as well as strategic investments in cybersecurity including expenses for hardware, software, personnel, and consulting services. Our Corporate Secretary also reports on our progress and initiatives under our corporate sustainability program. The risk committee chairman reports on these matters to the board each quarter.

We have established policies related to data privacy and cybersecurity. We employ a broad and diversified set of risk monitoring and mitigation, disaster recovery, and business continuity management techniques and processes.

Our risk management framework is aligned to the Committee of Sponsoring Organizations of the Treadway Commission (COSO) integrated framework. Industry frameworks including FFIEC guidelines, (ISO/IEC) 27000, NIST SP 800-53, COBIT 5 and ITIL are leveraged to inform our policies and standards.

Internal audits, external audits and self-assessments are conducted on a regular basis to evaluate the effectiveness and maturity of the Enterprise Risk Management and Information Security Program. We also maintain errors and emissions coverage for cybersecurity incidents as part of our insurance program.

Our employees are one of our strongest assets in protecting client and company information and mitigating the risk of a cybersecurity threat. All employees are required to participate in annual compliance training that focuses on the applicable data privacy, security, legal and regulatory requirements needed to maintain the high level of security and risk standards at Black Knight. Employees also receive a monthly phishing email test, and those who fail are

Black Knight, Inc.

required to undergo additional training. Employees who are considered to be highly targeted or high-risk, based on job function, also receive periodic spear phishing tests, and those who fail receive additional training. Finally, the new hire onboarding process covers data risk, data security and data safety training.

The Environment

Black Knight is dedicated to acting as a steward of the environment, promoting environmental sustainability and ensuring that our employees understand that minimizing our impact on the environment while on campus is a part of their job at Black Knight.

We have adopted an Environmental Policy Statement that commits Black Knight to the continuous improvement and development of sustainability initiatives and a more efficient use of natural resources and energy. This statement has been reviewed and approved by senior management and the risk committee of our board of directors, which maintains oversight of Black Knight’s ESG risks, programs and initiatives.

This year, we undertook the following initiatives aligned with our commitments:

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Reduced energy consumption – As a technology provider, we recognize that our greatest environmental impact is energy consumption and as such, we are constantly looking for ways to reduce our energy use. These efforts in 2022 included, but were not limited to:

Replacing aging and end-of-life equipment with energy-efficient alternatives, such as Energy Star^®-compliant technology

Using an automated demand response system to reduce our energy usage during peak demand times

Using energy-efficient LED and compact fluorescent lamps (CFLs) on our corporate campuses

Utilizing automated occupancy lighting controls to activate only when lighting is required

Natural light harvesting to reduce energy demand in office spaces

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Water conservation – While our facilities do not consume a significant amount of water or impact the water supplies around them, we continue to utilize the following mitigating measures to reduce water consumption:

Using faucet flow restrictors in all our breakrooms and restrooms at our owned facilities to reduce water consumption

Using soil-moisture managed irrigation on our corporate campus, and a no-concrete watering policy

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Waste management – We are committed to ensuring that waste generated in our operations is managed appropriately. The strategies we use towards this end include the proper disposal of waste and waste reduction. These include:

Providing centralized recycling bins with accompanying education notices

Ensuring hazardous waste is disposed of correctly

Centralized printing with default setting to double-sided printing to reduce paper usage

Limiting use of printers for work-from-home employees

Compostable food containers

Using an eStewards^® certified end-of-life equipment disposal vendor

Outsourcing the disposal of our sensitive documents to a third-party vendor that is committed to shredding and recycling in an environmentally responsible manner

Improved Transparency

We view transparency and disclosure as the underpinning of our ESG strategy. We have included reference indexes aligned with SASB and TCFD in our 2022 Sustainability Report. We also completed the CDP Climate Change 2022 Questionnaire as a first-time respondent and we expect to complete the CDP Climate Change Questionnaire on an annual basis going forward.

For additional information on Black Knight’s environmental, social and governance efforts, please see our 2022 Corporate and Social Responsibility Report, our ESG policy statements, our Privacy Notice, and our Code of Business Conduct and Ethics, all of which are available on the Sustainability page of our website at www.BlackKnightInc.com/ About/Sustainability.

The Board

Our board is composed of Anthony M. Jabbour (Executive Chairman), Catherine L. Burke, Thomas M. Hagerty, David K. Hunt, Joseph M. Otting, Ganesh B. Rao, John D. Rood and Nancy L. Shanik. In February 2023, we announced that Thomas M. Hagerty would retire from our board when his term ends at our 2023 annual meeting of shareholders.

Our board met six times in 2022. All directors attended at least 75% of the meetings of the board and of the committees on which they served during 2022. Our non-management directors also met periodically in executive sessions without management. Our Lead Independent Director presides over each executive session of our independent directors. Thomas M. Hagerty currently serves as our Lead Independent Director. We do not, as a general matter, require our board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2023 annual meeting. None of our directors attended our 2022 annual meeting.

Black Knight, Inc.

Majority Voting

Our board of directors has implemented “majority voting” in uncontested director elections. Pursuant to Section 3.1 of our bylaws, each director is elected by a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present. However, if as of 10 days in advance of the date we file our proxy statement with the SEC the number of director nominees exceeds the number of directors to be elected in such election (a contested election), the directors are elected by a plurality of the votes cast.

In an uncontested election of directors, any incumbent director who does not receive a majority of the votes cast will promptly tender his resignation to the board of directors. The board will decide, after considering the recommendation of the corporate governance and nominating committee, whether to accept or reject the tendered resignation, or whether other action should be taken. The director nominee in question will not participate in the recommendation or decision-making process. We will publicly disclose an explanation by the board of its decision within 90 days after we publish the election results. If the board determines to accept a director’s resignation, or if a director nominee who is not an incumbent director is not elected, then the board, in its sole discretion, may fill any resulting vacancy in accordance with our bylaws.

Board Governance and Independence

Our nominating and corporate governance committee evaluates our relationships with each director and nominee and makes a recommendation to our board of directors as to whether to make an affirmative determination that such director or nominee is independent. Under our corporate governance guidelines, an “independent” director is one who meets the qualification requirements for being independent under applicable laws and the corporate governance listing standards of NYSE.

During the first quarter of 2023, our board of directors determined that Catherine L. Burke, Thomas M. Hagerty, David K. Hunt, Joseph M. Otting, Ganesh B. Rao, John D. Rood and Nancy L. Shanik, or 88% of our board, are independent. The board of directors also determined that Messrs. Hagerty and Hunt are independent for purposes of service on our compensation committee.

In determining independence, the board of directors considered all relationships that might bear on our directors’ independence from Black Knight. The board of directors determined that Anthony M. Jabbour is not independent because he is the Executive Chairman and an employee of Black Knight.

In considering the independence of our other directors, the board of directors considered the following factors:

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Mr. Hagerty and Mr. Rao are each Managing Directors of Thomas H. Lee Partners, L.P. (THL). In February 2022, we purchased THL’s minority interest in Optimal Blue Holdco, LLC (Optimal Blue) for aggregate consideration of (y) $289 million in cash and (z) 14,550,544 shares of common stock of Dun & Bradstreet Holdings, Inc. (DNB) owned by Black Knight. For further discussion of our purchase of the minority interests in Optimal Blue, see “Certain Relationships and Related Transactions” on the next page.

SEC Form DEF 14A filed by Black Knight Inc.