8-K 1 form8-k.htm FORM 8-K form8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  May 27, 2011 (May 25, 2011)
 

 
BlackRock, Inc.
(Exact name of registrant as specified in its charter)
 


DELAWARE
001-33099
             32-0174431
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

55 East 52nd Street, New York, New York
10055
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (212) 810-5300

(Former name or former address, if changed since last report.)
 


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
[  ]
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[  ]
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[  ]
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[  ]
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective May 25, 2011, Kenneth B. Dunn resigned from the board of directors of BlackRock, Inc. (“BlackRock”).
 
 Item 5.07.     Submission of Matters to a Vote of Security Holders.
 
On May 25, 2011, BlackRock held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, all director nominees were elected (Item 1). The proposal to approve the compensation of executives as disclosed in BlackRock’s proxy statement, through an advisory resolution, was approved (Item 2).  In addition, the advisory vote on the frequency of future advisory votes on executive compensation was held, and the option of  “1 Year” received the greatest number of votes (Item 3).  Finally, the stockholders ratified the retention of Deloitte & Touche LLP as BlackRock's independent registered public accounting firm for 2011 (Item 4). The following are the voting results on each matter submitted to BlackRock's stockholders at the Annual Meeting.  The proposals below are described in detail in BlackRock's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 26, 2011, along with amendments to the proxy statement filed on May 17, 2011 and May 20, 2011.

Item 1 — Election to BlackRock's Board of Directors of the following five nominees:
         
 
For
Withheld
Broker Non-Votes
 
     Murry S. Gerber
112,947,555
1,432,422
6,296,963
 
     James Grosfeld
112,364,086
2,015,891
6,296,963
 
     Sir Deryck Maughan
112,576,072
1,803,905
6,296,963
 
     Thomas K. Montag
111,826,279
2,553,698
6,296,963
 
     John S. Varley
80,295,542
34,084,435
6,296,963
 
 
       

Item 2 — Approval of Compensation of Executives (Non-Binding Advisory Resolution):
         
For
Against
Abstentions
Broker Non-Votes
 
110,639,217
3,665,103
75,657
6,296,963
 

Item 3 — Frequency of Vote to Approve Compensation of Executives (Non-Binding Advisory Vote):
         
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
98,952,833
66,496
15,292,363
68,285
6,296,963

Item 4 — Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm:
         
For
Against
Abstentions
   
120,160,279
489,311
27,350
   

A majority of the votes cast by stockholders voted, on an advisory basis, to hold an advisory vote on executive compensation every year.  In line with this recommendation by our stockholders, the Board of Directors has decided that it will include an advisory vote on executive compensation in BlackRock’s proxy statement every year until the next advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than BlackRock’s Annual Meeting of Stockholders in 2017.


 
 

 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 



 
BlackRock, Inc.
 
(Registrant)
     
 
By:
/s/ Daniel R. Waltcher                   
   
Daniel R. Waltcher
   
Managing Director and Deputy
   
General Counsel

Date: May 27, 2011