Independent
Tenure on this board
1.2 yrs
3 nominees · 4 ballot items.
Election of three Class I directors; ratification of PwC as independent auditor; advisory (non-binding) approval of named executive officer compensation; stockholder proposal to declassify the Board (presented by Tensile Capital Management).
Elect three Class I directors (Scott Davidson, David Henshall, and Therese Tucker) to serve until the 2029 Annual Meeting.
Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal seeks shareholder ratification of PwC’s appointment as BlackLine’s independent registered public accounting firm for fiscal 2026, a routine governance item that confirms the Audit Committee’s selection and solicits shareholder input. The Audit Committee previously appointed PwC and the firm audited the company in 2025; presenting the appointment for ratification aligns with good governance and allows shareholders to express approval or concern. The Company discloses PwC’s fees for audit and non-audit services for 2025 and 2024, affirms the Audit Committee’s pre-approval policy for services, and notes that the Audit Committee may replace the auditor if shareholders do not ratify the appointment. The Board recommends a FOR vote, citing continuity and the Audit Committee’s judgment. While routine, a negative vote could prompt the Audit Committee to re-evaluate audit firm selection and could signal investor concern about auditor independence, fees, or audit quality.
Advisory (non-binding) vote to approve the 2025 compensation of the company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote (a "say-on-pay") on the 2025 compensation of named executive officers. Management frames the program as pay-for-performance, with significant at-risk compensation tied to revenue, ARR, non-GAAP operating margin, and relative TSR metrics through cash bonuses and PSUs, supplemented by time-based RSUs for retention. The board recommends a FOR vote, citing alignment with shareholder interests, stockholder engagement undertaken after a lower support outcome in 2025, and adjustments (e.g., increased revenue weighting in bonus, inclusion of multi-year rTSR metrics) intended to address investor concerns. Because the vote is advisory, the board and compensation committee will consider results when making future decisions but are not legally bound. A substantial "against" vote could prompt further engagement and program changes.
A shareholder proposal submitted by Tensile Capital Management requests that the Board declassify the Board so all directors are elected annually, urging declassification beginning at the next Annual Meeting and phased to avoid affecting unexpired terms.
This shareholder proposal, submitted by Tensile Capital Management, requests that BlackLine declassify its board so all directors are elected annually, arguing declassification increases board accountability and aligns governance with shareholder interests. Tensile supports its request with data on broad investor support for declassification and cites BlackLine’s relative underperformance and past withhold votes as evidence of governance concerns. Management’s response acknowledges the historical rationale for a classified board (continuity, anti-takeover, long-term perspective) but states it has engaged extensively with shareholders and now recommends a FOR vote; the Board signals an intention, if the proposal gains support, to pursue a phased amendment to the certificate of incorporation at the 2027 Annual Meeting. This proposal is governance-focused and non-routine; a favorable vote would represent clear shareholder sentiment and could lead to structural changes to board composition and election cadence, with implications for takeover defenses and director accountability.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CLEARLAKE CAPITAL GROUP, L.P. | 9.74% | 5,712,300 | $211M |
| 2 | BlackRock, Inc. | 9.68% | 5,679,897 | $210M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.93% | 4,062,856 | $150M |
| 4 | UBS Group AG | 5.40% | 3,164,963 | $117M |
| 5 | Fivespan Partners, LP | 5.14% | 3,013,943 | $112M |
| 6 | FIRST MANHATTAN CO. LLC. | 4.56% | 2,676,987 | $99M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.00% | 2,349,160 | $87M |
| 8 | ICONIQ Capital, LLC | 3.56% | 2,087,081 | $77M |
| 9 | STATE STREET CORP | 3.48% | 2,040,318 | $75M |
| 10 | Neuberger Berman Group LLC | 3.45% | 2,024,391 | $75M |
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