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 29, 2012 (May 24, 2012)
BlackRock, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33099
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32-0174431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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55 East 52nd Street, New York, New York
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10055
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2012, BlackRock, Inc. (“BlackRock”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, all director nominees were elected (Item 1). The proposal to amend BlackRock’s Amended and Restated Certificate of Incorporation to declassify BlackRock’s Board of Directors was approved (Item 2). In addition, the proposal to approve the compensation of the named executive officers as disclosed in BlackRock’s proxy statement, through an advisory resolution, was approved (Item 3). Finally, the stockholders ratified the retention of Deloitte & Touche LLP as BlackRock's independent registered public accounting firm for 2012 (Item 4). The following are the voting results on each matter submitted to BlackRock's stockholders at the Annual Meeting. The proposals 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 11, 2012.
Item 1 - Election to BlackRock’s Board of Directors of the following five nominees:
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For
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Against
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Abstain
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Broker Non-Votes
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William S. Demchak
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111,852,760
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4,480,078
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45,381
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9,340,038
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Laurence D. Fink
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114,266,989
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2,059,209
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52,021
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9,340,038
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Robert S. Kapito
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112,182,741
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4,155,812
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39,666
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9,340,038
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Thomas H. O’Brien
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114,842,759
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1,489,913
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45,547
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9,340,038
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Ivan G. Seidenberg
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115,074,381
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1,257,775
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46,063
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9,340,038
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Item 2 - Approval of Amendment to BlackRock’s Amended and Restated Certificate of Incorporation:
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For
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Against
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Abstentions
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Broker Non-Votes
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116,167,096
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166,488
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44,635
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9,340,038
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Item 3 - Approval of Compensation of the Named Executive Officers (Non-Binding Advisory Resolution):
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For
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Against
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Abstentions
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Broker Non-Votes
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111,495,805
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4,446,763
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435,651
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9,340,038
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Item 4 - Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm:
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For
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Against
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Abstentions
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125,120,271
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565,270
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32,716
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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.
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BlackRock, Inc.
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(Registrant)
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By:
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/s/ Harris Oliner
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Harris Oliner
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Managing Director and Corporate Secretary
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Date: May 29, 2012