BLK BlackRock Inc

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 24, 2023

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 24, 2023, BlackRock, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). The following are the voting results on each matter submitted to the Company’s shareholders at the Annual Meeting. All director nominees were elected (Item 1). The proposal to approve the compensation of the named executive officers as disclosed in the Company’s proxy statement, through a non-binding advisory vote, was approved (Item 2). Additionally, shareholders voted to recommend a frequency of one year for future executive compensation advisory votes, through a non-binding advisory vote (Item 3). Further, shareholders ratified the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2023 (Item 4). In addition, the shareholder proposal regarding a civil rights, non-discrimination and returns to merit audit was not approved (Item 5). The shareholder proposal regarding production of a report on the Company’s ability to “engineer decarbonization in the real economy” was not approved (Item 6). Finally, the shareholder proposal regarding production of an impact report for climate-related human risks of iShares U.S. Aerospace and Defense Exchange-Traded Fund was not approved (Item 7).

Below are detailed voting results on each matter voted on and described in detail in the Company’s definitive proxy statement for the Annual Meeting.

Item 1 – Election to the Company’s Board of Directors of the following 16 nominees:

Item 2 – Approval, in a non-binding advisory vote, of the compensation for named executive officers:

Item 3 – Approval, in a non-binding advisory vote, of the frequency of future executive compensation advisory votes:

In accordance with the Board’s recommendation and in light of the voting results on this advisory proposal and other factors, the Company has determined that it will continue to hold an annual advisory vote on executive compensation until the next shareholder advisory vote regarding the frequency.

Item 4 – Ratification of the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year 2023:

Item 5 – Shareholder proposal requesting a civil rights, non-discrimination and returns to merit audit:

Item 6 – Shareholder proposal requesting the production of a report on the Company’s ability to “engineer decarbonization in the real economy”:

Item 7 – Shareholder proposal requesting the production of an impact report for climate-related human risks of iShares U.S. Aerospace and Defense Exchange-Traded Fund:

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.