8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): February 27, 2012(February 23, 2012)

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BlackRock, Inc.

(Exact name of registrant as specified in its charter)

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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.)

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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 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2012, the Board of Directors (the “Board”) of BlackRock, Inc. (“BlackRock”) approved an amendment to the Amended and Restated Certificate of Incorporation of BlackRock (the “Charter Amendment”), subject to the approval by BlackRock’s stockholders at the 2012 Annual Meeting of Stockholders, to eliminate BlackRock’s classified board structure under which directors are elected for three-year terms.  If the Charter Amendment is approved by stockholders, starting with the 2013 Annual Meeting of Stockholders, directors whose terms are expiring will stand for election for one-year terms.  Beginning with BlackRock’s 2015 Annual Meeting of Stockholders, all directors would be elected on an annual basis.  In addition, on February 23, 2012, the Board adopted Amendment No. 1 to the Amended and Restated Bylaws of BlackRock (the “Bylaws”) to make conforming changes to the Bylaws.  Amendment No. 1 to the Bylaws will become effective upon the approval by BlackRock’s stockholders of the Charter Amendment and the subsequent filing of the Charter Amendment with the office of the Secretary of State of the State of Delaware.

In addition, on February 23, 2012 and effective on that date, the Board adopted Amendment No. 2 to the Bylaws to change the voting standard for the election of directors in uncontested elections from plurality to a majority of the votes cast. In a contested election (where there are more nominees for election than Board positions to be filled), the directors will be elected by a plurality of the votes cast.

Copies of Amendment No. 1 to the Bylaws and Amendment No. 2 to the Bylaws are filed with this Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
Exhibit
Number	Description
3.1	Amendment No. 1 to the Amended and Restated Bylaws of BlackRock, Inc. adopted February 23, 2012 (subject to stockholder approval of the Charter Amendment).
3.2	Amendment No. 2 to the Amended and Restated Bylaws of BlackRock, Inc. adopted February 23, 2012.

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:  February 27, 2012

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Amendment No. 1 to the Amended and Restated Bylaws of BlackRock, Inc. adopted February 23, 2012 (subject to stockholder approval of the Charter Amendment).
3.2	Amendment No. 2 to the Amended and Restated Bylaws of BlackRock, Inc. adopted February 23, 2012.

EX-3.1

Exhibit 3.1

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED BYLAWS

OF

BLACKROCK, INC.

Effective upon (i) the approval by the stockholders of BlackRock, Inc. (the “Company”) of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) to eliminate the provisions for the classification of the Company’s Board of Directors and (ii) the filing of the Charter Amendment with the office of the Secretary of State of the State of Delaware, the Amended and Restated Bylaws of the Company (the “Bylaws”) shall be amended as follows:

1. Section 3.2(c) of the Bylaws is hereby amended to read in its entirety as set forth below:

(c) The directors shall hold office in accordance with the provisions as set forth in the Certificate of Incorporation.

2. Section 3.3 of the Bylaws is hereby amended to read in its entirety as set forth below:

Unless otherwise required by law, by any Stockholder Agreement or by the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, or by the stockholders if such vacancy resulted from the action of stockholders (in which event such vacancy may not be filled by the directors or a majority thereof), and in any event the directors so chosen shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

3. Section 3.4 of the Bylaws is hereby amended to read in its entirety as set forth below:

Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the votes of capital stock then entitled to vote in the election of directors at a meeting of stockholders called for that purpose, except that Continuing Classified Directors (as defined in the Certificate of Incorporation) and any director appointed to fill a vacancy of any Continuing Classified Director may be removed only for cause. “Cause” for removal of a director shall be deemed to exist only if: (i) the director whose removal is proposed has been convicted, or when a director is granted immunity to testify when another has been convicted, of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal; (ii) such director has been found by the affirmative vote of a majority of the Directors then in office at any regular or special meeting of the Board of Directors called for that purpose, or by a court of competent jurisdiction, to have been guilty of willful misconduct in the performance of his duties to the Corporation in a matter of substantial importance to the Corporation; (iii) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability as a director of the Corporation; or (iv) the entry of any order against such director by any governmental body having regulatory authority with respect to the Corporation’s business. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect directors of the Corporation pursuant to the provisions applicable in the case of arrearages in the payment of dividends or other defaults contained in the resolution or resolutions of the Board of Directors providing for the establishment of any such series, any such director of the Corporation so elected may be removed in accordance with the provisions of such resolution or resolutions.

EX-3.2

Exhibit 3.2

AMENDMENT NO. 2

TO THE

AMENDED AND RESTATED BYLAWS

OF

BLACKROCK, INC.

Effective as of February 23, 2012, the Amended and Restated Bylaws of BlackRock, Inc. (as amended, the “Bylaws”) shall be amended as follows:

1. Section 3.2 of the Bylaws is hereby amended to add a new paragraph (d) at the end thereof to read in its entirety as follows:

(d) Notwithstanding any provision in these Bylaws to the contrary (other than in connection with filling vacancies on the Board of Directors), a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting.