DEF 14A 1 nc10021833x1_def14a.htm DEF 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			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 Pursuant to §240.14a-12

BLACKLINE, INC.

(Name of Registrant as Specified in Its Charter)

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

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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21300 Victory Boulevard, 12th Floor

Woodland Hills, California 91367

(818) 223-9008

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of BlackLine, Inc. to be held on Thursday, May 13, 2021 at 9:00 a.m., Pacific time. The annual meeting will be a virtual meeting held over the Internet. You will be able to attend the virtual annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BL2021 and entering the sixteen-digit control number located on your proxy card.

Details regarding how to attend the virtual annual meeting and the business to be conducted at the annual meeting are more fully described in the accompanying notice of annual meeting of stockholders and proxy statement.

Your vote is important. Regardless of whether you plan to attend the virtual annual meeting, it is important that your shares be represented and voted at the annual meeting, and we hope you will vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the annual meeting regardless of whether you attend the virtual annual meeting.

Also, please let us know if you plan to attend the virtual annual meeting by marking the appropriate box on the enclosed proxy card, if you requested to receive printed proxy materials, or, if you vote by telephone or over the Internet, by indicating your plans when prompted.

Thank you for your ongoing support of, and continued interest in, BlackLine, Inc.

Sincerely,


Marc Huffman		Therese Tucker
President and Chief		Executive Chair of the Board
Executive Officer

	Woodland Hills, California
	March 26, 2021

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BLACKLINE, INC.

21300 Victory Boulevard, 12th Floor

Woodland Hills, California 91367

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date			9:00 a.m., Pacific time, on Thursday, May 13, 2021

Place			The annual meeting will be a virtual meeting held over the Internet. You will be able to attend the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BL2021 and entering the sixteen-digit control number located on your proxy card.

Items of Business			(1) To elect as Class II directors the three nominees named in the accompanying proxy statement to serve until our 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified.

			(2) To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

			(3) To conduct an advisory non-binding vote to approve the compensation of our named executive officers.

			(4) To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Adjournments and Postponements			Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record Date			March 17, 2021

			Only holders of record of our common stock as of March 17, 2021 are entitled to notice of and to vote at the annual meeting.

Meeting Admission			You are invited to attend the virtual annual meeting if you are a stockholder of record or a beneficial owner of shares of our common stock as of the Record Date. You can attend the virtual annual meeting by visiting www.virtualshareholdermeeting.com/BL2021 and entering the sixteen-digit control number located on your proxy card.

Availability of Proxy Materials			The Notice Regarding the Internet Availability of Proxy Materials, which contains instructions on how to access the proxy materials and our 2020 annual report, is first being sent or given on or about March 26, 2021 to all stockholders entitled to vote at the annual meeting. The proxy materials and our 2020 annual report can be accessed by following the instructions in the Notice Regarding the Internet Availability of Proxy Materials.

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Voting

Your vote is very important. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers” beginning on page 1 of the accompanying proxy statement.

By order of the Board of Directors,

Karole Morgan-Prager

Chief Legal and Administrative Officer and

Secretary

Woodland Hills, California

March 26, 2021

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			Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
Composition of the Board			8
Stockholders’ Agreement			8
Nominees for Director			9
Continuing Directors			10
Directors Not Continuing			11
Director Independence			12
Board Leadership Structure			12
Role of Board in Risk Oversight Process			12
Board Meetings and Committees			13
Compensation Committee Interlocks and Insider Participation			15
Considerations in Evaluating Director Nominees			15
Stockholder Recommendations for Nominations to Our Board			15
Communications with the Board of Directors			16
Code of Business Conduct and Ethics			16
Director Stock Ownership Guidelines			16
Corporate Responsibility and Sustainability			17
COMPENSATION OF NON-EMPLOYEE DIRECTORS			19
Outside Director Compensation Policy			19
Director Compensation Table			20
PROPOSAL NUMBER 1 ELECTION OF CLASS II DIRECTORS			21
Nominees for Director			21
Required Vote			21
Board Recommendation			21
PROPOSAL NUMBER 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Fees Paid to the Independent Registered Public Accounting Firm			22
Auditor Independence			22
Audit and Non-Audit Services Pre-Approval Policy			22
Required Vote			22
Board Recommendation			23
Audit Committee Report			23
PROPOSAL NUMBER 3 ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			24
Advisory Vote on Compensation of Named Executive Officers			24
Required Vote			24
Board Recommendation			24
EXECUTIVE OFFICERS			25
EXECUTIVE COMPENSATION			26
Compensation Discussion and Analysis			26
Governance of Executive Compensation Program			30
Individual Compensation Elements			32
Other Compensation Policies and Practices			37
Tax and Accounting Considerations			38
Executive Employment Arrangements			38
Compensation Committee Report			40
Summary Compensation Table			41
2016 CEO Performance-Based Equity Award			42

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BLACKLINE, INC.

PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m., Pacific time, on Thursday, May 13, 2021

The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully.

QUESTIONS AND ANSWERS

ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2021 annual meeting of stockholders of BlackLine, Inc., a Delaware corporation, and any postponements or adjournments thereof. The annual meeting will be held virtually on Thursday, May 13, 2021 at 9:00 a.m., Pacific time. You will be able to attend the virtual annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BL2021 and entering the sixteen-digit control number located on your proxy card.

Stockholders are invited to attend the virtual annual meeting and are requested to vote on the items of business described in this proxy statement. The Notice Regarding the Internet Availability of Proxy Materials, or the Notice of Internet Availability, which contains instructions on how to access the proxy materials and our 2020 annual report, is first being sent or given on or about March 26, 2021 to all stockholders entitled to notice of and to vote at the virtual annual meeting. The proxy materials and our 2020 annual report can be accessed by following the instructions in the Notice of Internet Availability as well as online at our Investor Relations website at http://investors.blackline.com.

What proposals am I voting on?

You are being asked to vote on three proposals:

•	the election of the three nominees for Class II director named in this proxy statement to hold office until our 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified;

•	the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and

•	an advisory non-binding vote to approve the compensation of our named executive officers.

You will also be voting on any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

What other matters may be brought before the annual meeting?

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

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How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares:

•	“FOR” each of the three nominees for Class II director named in this proxy statement;

•	“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and

•	“FOR” the advisory non-binding vote to approve the compensation of our named executive officers.

Who is entitled to vote at the annual meeting?

Holders of our common stock as of the close of business on March 17, 2021, the Record Date for the annual meeting, are entitled to vote at the annual meeting. As of the Record Date, there were 58,038,213 shares of our common stock issued and outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote on each matter properly brought before the annual meeting.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date for the annual meeting, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Company, LLC, or AST, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card, to vote electronically at the virtual annual meeting, or by Internet or by telephone, or, if you received paper copies of the proxy materials by mail, to vote by mail by following the instructions on the proxy card or voting instruction card.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the Record Date for the annual meeting, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice of Internet Availability is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank or other nominee provides. You are also invited to attend the virtual annual meeting. However, since you are not the stockholder of record, you may not vote your shares electronically at the virtual annual meeting unless you obtain a legal proxy from your broker, bank or other nominee.

How can I vote my shares?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in one of the following ways:

•	You may vote electronically at the annual meeting. If you plan to attend the virtual annual meeting, you may vote at the annual meeting.

•	You may vote by mail. To vote by mail, complete, sign and date the proxy card that accompanies this proxy statement and return

			Page
Grants of Plan-Based Awards During 2020			43
Outstanding Equity Awards at Year-End			43
Stock Option Exercises and Stock Awards Vested During 2020			45
Potential Payments Upon Termination or Change of Control			46
Equity Compensation Plan Information			48
CEO Pay Ratio			48
RELATED PERSON TRANSACTIONS			50
Related Person Transactions			50
Policies and Procedures for Related Party Transactions			51
SECURITY OWNERSHIP			52
OTHER MATTERS			54
Delinquent Section 16(a) Reports			54
2020 Annual Report			54
Company Website			54
Availability of Bylaws			54
STOCKHOLDER PROPOSAL DEADLINES FOR 2022 ANNUAL MEETING			55
Stockholder Proposals for Inclusion in Proxy Statement			55
Stockholder Proposals and Director Nominations Not for Inclusion in Proxy Statement			55

SEC Form DEF 14A filed by BlackLine, Inc.