2019 Proxy Statement
2019 Proxy Statement
Notice of Annual Meeting
May 23, 2019 New York, New York
Generating Long-Term Shareholder Value
BlackRock's mission is to help our clients build better financial futures. Our framework for creating longterm shareholder value is directly aligned with that mission. BlackRock, Inc. ("BlackRock" or the "Company") is a global asset management and technology services firm. We have strategically invested in our business over time to create a globally diverse investment platform, with index and alpha strategies ranging from ETFs to alternatives, industry-leading portfolio construction and risk management technology, and deep global capital markets expertise. The diversity of BlackRock's platform, across asset class, investment style and region, positions us to serve client needs holistically and through market cycles. It also enables us to generate more consistent growth and financial results for shareholders. We believe the stability of our financial results and our approach to continuously and deliberately invest in our business enhances BlackRock's ability to:
Generate differentiated organic growth
Leverage our scale for the benefit of clients and shareholders
Return capital to shareholders on a consistent and predictable basis
Over the long term, BlackRock has delivered on each of these tenets. We have generated differentiated organic growth and delivered operating margin expansion. We have prioritized investment in our business to first drive growth and then return "excess" cash flow to shareholders. Our capital return strategy has been balanced between dividends, where we target a 40-50% payout ratio, and a consistent share repurchase program.
Our framework for generating long-term shareholder value was developed in close collaboration with our Board of Directors (the "Board"), and the Board actively oversees our broader strategy and measures our ability to successfully execute it.
In 2019, we will continue to strategically, and efficiently, invest in BlackRock to optimize future growth. We will focus on areas we believe have high growth potential such as ETFs and illiquid alternatives, the shift from product selection to portfolio construction, and longer-term opportunities in technology, retirement and high growth markets ? so we can deliver better outcomes for clients, opportunities for employees and long-term value for shareholders.
BlackRock, Inc. 55 East 52nd Street New York, New York, 10055
"Our focus on the longterm and commitment to adapting and innovating ahead of change helps us stay ahead of clients' most pressing investment challenges and provide the solutions they need."
Laurence D. Fink
Chairman and Chief Executive Officer
April 12, 2019
To Our Shareholders:
Thank you for your confidence in BlackRock. It is my pleasure to invite you to our 2019 Annual Meeting, to be held on May 23, 2019 at the Lotte New York Palace Hotel. As we do each year, we will review our business and financial results for the year, address the voting items in the Proxy Statement and take your questions. Whether you plan to attend the meeting or not, your vote is important and we encourage you to review the enclosed materials and submit your proxy.
The benefits of the investments that BlackRock has made to build the most diversified global asset management and technology services company in the world are clearer today than at any point in our history. Our focus on the long-term and commitment to adapting and innovating ahead of change helps us stay ahead of clients' most pressing investment challenges and provide the solutions they need. Only by fulfilling our fiduciary duty to clients can BlackRock deliver long-term value to our shareholders.
In 2018, we delivered on each component of our framework for creating long-term shareholder value, while investing in our business for future growth. We generated $124 billion of net inflows in 2018, including record fourth quarter iShares flows, despite heightened uncertainty and volatility in global markets. We increased revenue, driven by growth in base fees and record annual technology services revenue, and expanded our fullyear operating margin, while simultaneously investing in our highest growth opportunities, including retirement, illiquid alternatives, ETFs, factors and technology. And we returned approximately $3.6 billion of cash to shareholders through a combination of dividends and share repurchases, a more than 30% increase from 2017.
Despite our differentiation, BlackRock was not immune to sentiment on the asset management sector last year. As a significant owner of BlackRock shares myself, I share your deep disappointment in our stock's 2018 performance.
BlackRock's Board of Directors and I both believe that the performance of our stock price should be a factor in determining the compensation of our senior executives. And this year, driven by the Board and Compensation Committee's commitment to aligning executive compensation with performance, the Board lowered my 2018 compensation by 14% relative to 2017 - a decision I support. We are all committed to doing better for our clients and for our shareholders.
It has always been important that BlackRock's Board of Directors functions as a key strategic and governing body that challenges our leadership team to be better and more innovative. BlackRock's Board continues to play an integral role in our governance, our strategy, our growth and our success. A strong corporate governance framework is critical for executing on our strategy and ensuring we act as a fiduciary for clients. We are also focused on engaging with you, our shareholders, to better understand and address issues that are important to you.
To support our mission of helping people build better financial futures, we are vocal advocates for the adoption of sound corporate governance policies. This includes strong Board leadership, thoughtful strategic deliberations and prudent management practices, including awareness of how environmental and social risks may impact long-term value creation. We believe that BlackRock has implemented such a set of principles, guidelines and practices that support sustainable financial growth and long-term value creation for shareholders and hope that you will agree as you read our Proxy Statement.
Thank you again for your commitment to BlackRock. Our Board of Directors and I look forward to seeing you on May 23, 2019 in New York City.
Sincerely,
Laurence D. Fink Chairman and Chief Executive Officer
Notice of 2019 Annual Meeting of Shareholders
Annual Meeting of Shareholders
Date and Time Thursday, May 23, 2019 8:00 am EDT
Place Lotte New York Palace Hotel 455 Madison Avenue, New York, 10022
Record Date March 25, 2019
Voting Matters
At or before our Annual Meeting, we ask that you vote on the following items:
Item 1 Election of Directors
Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers
Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm
Item 4 Shareholder Proposal ? Production of an Annual Report on Certain Trade Association and Lobbying Expenditures
Item 5 Shareholder Proposal ? Simple Majority Vote Requirement
Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting of Shareholders to be held on Thursday, May 23, 2019: our Proxy Statement and 2018 Annual Report are available free of charge on our website at corporate/en-us/investor-relations
How to vote: Your vote is important
Internet
Visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the web page.
Mail
Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.
Telephone
If your shares are held in the name of a broker, bank or other nominee: follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name: call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy.
In Person
You may attend the Annual Meeting and vote by ballot. Your admission ticket to the Annual Meeting is either attached to your proxy card or is in the email by which you received your Proxy Statement.
Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies to each shareholder. By doing so, we save costs and reduce our impact on the environment.
Beginning on April 12, 2019, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote online. If you attend the Annual Meeting, you may withdraw your proxy and vote in person, if you so choose.
Your vote is important and we encourage you to vote promptly whether or not you plan to attend the 2019 Annual Meeting of Shareholders of BlackRock, Inc.
By Order of the Board of Directors,
R. Andrew Dickson, III Corporate Secretary April 12, 2019
BlackRock, Inc. 55 East 52nd Street, New York, New York 10055
Contents
Proxy Summary
1
Governance Highlights
2
Compensation Discussion and
Analysis Highlights
5
Item 1 Election of Directors
9
Director Nominees
9
Director Nomination Process
10
Criteria for Board Membership
10
Director Candidate Search
12
Director Nominee Biographies
13
Corporate Governance
22
Our Corporate Governance
Framework
22
Our Board Leadership Structure
25
Board Evaluation Process
26
Board Refreshment
27
Board Committees
28
Corporate Governance Practices and
Policies
33
Shareholder Engagement and
Outreach
36
Communications with the Board
36
2018 Director Compensation
37
Other Executive Officers
41
Ownership of BlackRock Common
and Preferred Stock
42
Section 16(a) Beneficial Ownership Reporting Compliance 44
Certain Relationships and Related
Transactions
45
Management Development &
Compensation Committee
Interlocks and Insider
Participation
50
Item 2 Approval, in a Non-Binding
Advisory Vote, of the Compensation
for Named Executive Officers
51
Management Development & Compensation Committee Report 52
Executive Compensation
53
Compensation Discussion and
Analysis (see separate table of
contents)
53
Executive Compensation Tables
77
Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm 85
Fees Incurred by BlackRock for
Deloitte LLP
86
Audit Committee Pre-Approval Policy 86
Audit Committee Report
87
Item 4 Shareholder Proposal ?
Production of an Annual Report on
Certain Trade Association and
Lobbying Expenditures
88
Item 5 Shareholder Proposal ? Simple Majority Vote Requirement 91
Annual Meeting Information
93
Questions and Answers about the
Annual Meeting and Voting
93
Important Additional Information
95
Deadlines for Submission of Proxy
Proposals, Nomination of Directors
and Other Business of Shareholders
96
Other Matters
97
Annex A Non-GAAP Reconciliation A-1
Index of Frequently Requested Information
BlackRock's Approach
to Human Capital
Management
34
BlackRock's Approach
to Sustainability
IBC
Board and Committee
Membership
28
Board Diversity
11
CEO Pay Ratio
83
Clawback Policy
75
Director Independence 33
Hedging and Pledging
Policy
75
Number of Board
Meetings
28
Peer Group
64
Public Policy
Engagement
35
Related Persons
Transactions
48
Share Ownership
Requirements
75
Shareholder Outreach 36
BLACKROCK, INC. 2019 PROXY STATEMENT
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