BlackRock Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 19 director nominees to serve until the next annual meeting.

2. 2

   Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This management proposal requests an advisory approval of the named executive officers’ compensation as disclosed in the proxy. Management seeks shareholder feedback through an annual say-on-pay vote to inform the MDCC’s oversight of pay-for-performance alignment; the vote is non-binding but the Board will consider results in future compensation decisions. The Company’s CD&A and MDCC describe a heavily performance-weighted compensation structure (over 70% long-term equity, significant BPIP awards tied to 3-year targets) and recent increases in CEO and NEO pay outcomes reflecting a “Far Exceeds” assessment for 2025. The board recommends FOR, arguing the program aligns pay with long-term shareholder value via BPIP performance metrics (Organic Revenue Growth and Operating Margin) and newly implemented carry/equity-based incentives for private markets, while describing governance features—clawbacks, stock ownership guidelines and annual shareholder engagement—to mitigate risk and enhance alignment.

3. 3

   Ratification of the Appointment of the Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of Deloitte LLP as BlackRock’s independent registered public accounting firm for fiscal year 2026.

4. 4

   Amendment of Subsidiary Certificate of Incorporation to Remove Pass-Through Voting Provision

   ManagementBoard: FOR

   Amend the certificate of incorporation of BlackRock Finance, Inc. to remove a pass-through voting provision that requires shareholders of the public parent to approve certain corporate actions of the subsidiary.

   More detail

   This proposal asks shareholders to approve deleting the 'Pass-Through Voting Provision' from BlackRock Finance, Inc.'s certificate of incorporation—a clause that effectively required shareholder approval at the public parent level for certain subsidiary actions. Management argues the provision is atypical for a consolidated subsidiary after the GIP acquisition restructuring and removing it will align corporate governance with market practice, reduce administrative burdens, and preserve shareholder voting rights on matters affecting the public parent. The board recommends FOR to provide flexibility for future corporate actions while maintaining shareholders' rights over matters affecting the public company.

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When is the BlackRock Inc 2026 annual meeting?

BlackRock Inc (BLK) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the BlackRock Inc 2026 meeting?

The record date for the BlackRock Inc 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for BlackRock Inc's 2026 meeting?

The board is presenting 19 director nominees at the BlackRock Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the BlackRock Inc 2026 meeting?

Shareholders will vote on 4 proposals at the BlackRock Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.