Independent
Tenure on this board
12.4 yrs
19 nominees · 4 ballot items.
Election of 19 directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte as independent auditor; approval to amend BlackRock Finance, Inc. certificate to remove pass-through voting provision.
Election of 19 director nominees to serve until the next annual meeting.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
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.
Ratification of Deloitte LLP as BlackRock’s independent registered public accounting firm for fiscal year 2026.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.95% | 9,240,600 | $8.9B |
| 2 | STATE STREET CORP | 4.04% | 6,278,663 | $6.0B |
| 3 | Temasek Holdings (Private) Ltd | 3.43% | 5,330,492 | $5.1B |
| 4 | Capital Research Global Investors | 2.97% | 4,610,418 | $4.4B |
| 5 | BlackRock, Inc. | 2.65% | 4,117,621 | $4.0B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.28% | 3,531,954 | $3.4B |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.26% | 3,504,498 | $3.4B |
| 8 | BANK OF AMERICA CORP /DE/ | 2.10% | 3,263,594 | $3.1B |
| 9 | BlackRock, Inc. | 1.81% | 2,809,499 | $2.7B |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.79% | 2,786,325 | $2.7B |
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