2018 PROXY STATEMENT

2018

PROXY

STATEMENT

Notice of

Annual

Meeting

May 23, 2018

New York, New York

Generating Long-Term

Shareholder Value

BlackRock¡¯s mission is to provide better financial

futures for our clients. Our framework for creating

long-term shareholder value is directly aligned with

that mission.

BlackRock, Inc. (¡°BlackRock¡± or the ¡°Company¡±) has strategically invested to

build a broad, diverse investment platform, strong technology and risk

management capabilities and a global footprint to meet clients¡¯ needs in all

market environments.

Our diverse platform enables us to generate consistent financial results and

continuously invest in our business through market cycles. We believe that

continuously investing in our platform to meet clients¡¯ evolving needs enables

us 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

This framework was developed in close collaboration with our Board of Directors

(the ¡°Board¡±), and the Board continues to play an active role in overseeing our

broader strategy and in measuring our ability to successfully execute it.

BlackRock remains focused on investing for the future. Throughout BlackRock¡¯s

history, we have demonstrated an ability to optimize organic growth in the most

efficient way possible while prudently returning capital to shareholders. We

prioritize investment in our business to first drive growth and then return

¡°excess¡± cash flow to shareholders. Our capital return strategy is balanced

between dividends, where we target a 40-50% payout ratio, and a consistent

share repurchase program.

In 2018, we will continue to invest in BlackRock¡¯s future ¨C to grow our asset

management and technology capabilities, to expand our geographic footprint

and to further enhance our talent ¨C to ensure we are meeting our daily

responsibilities to our clients and delivering financial returns for shareholders.

BlackRock, Inc.

55 East 52nd Street

New York, New York, 10055

April 13, 2018

To Our Shareholders:

Thank you for your confidence in BlackRock. It is my pleasure to invite you to our 2018 Annual

Meeting, to be held on May 23, 2018 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.

¡°

As BlackRock celebrates its 30th anniversary this year, I have the opportunity to reflect on the

most pressing issues facing investors today and how BlackRock must continue to adapt to serve

clients¡¯ needs effectively. It is a great privilege and responsibility to manage the assets entrusted

to us, most of which are invested for long-term goals such as retirement. Just as we believe in

the importance and benefits of clients investing for the long-term, we also approach BlackRock

with that same future perspective. You can find more detail about BlackRock¡¯s purpose and

strategy for future growth in my letter to shareholders in this year¡¯s Annual Report.

Just as we believe in

the importance and

benefits of clients

investing for the

long-term, we also

approach BlackRock

with that same future

perspective.

¡±

Laurence D. Fink

Chairman and

Chief Executive Officer

In 2017, BlackRock continued to deliver on each component of our framework for creating longterm shareholder value, while simultaneously investing in our business. Our diverse asset

management platform, industry leading technology and risk management capabilities and

thought leadership enabled us to generate $367 billion of net inflows during the year,

representing 7% organic asset growth and reflecting the trust we have earned from clients to

help solve their most difficult investment challenges. We continued to invest in our business for

future growth while simultaneously expanding our operating margin and returned $2.8 billion to

shareholders through a combination of dividends and share repurchases.

The execution of our strategy is dependent on a strong corporate governance framework.

Whether acting as a fiduciary for clients or shareholders, we believe that good corporate

governance is critical to meeting our overall objectives. That includes engaging with you, our

shareholders, to better understand and address issues that are important to you. To support our

mission of creating better financial futures for clients, we are vocal advocates for the adoption of

sound corporate governance policies that include strong Board leadership, prudent

management practices and thoughtful strategic deliberations. 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

the Proxy Statement.

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, growth and success.

Thank you again for your commitment to BlackRock. Our Board of Directors and I look forward

to seeing you on May 23, 2018 in New York City.

Sincerely,

Laurence D. Fink

Chairman and Chief Executive Officer

Just as we believe in the importance and benefits of clients investing for the long-term, we also approach BlackRock with that same future perspective.

Notice of 2018

Annual Meeting

of Shareholders

Annual Meeting of Shareholders

Date:

Wednesday, May 23, 2018

Time:

8:00 AM EDT

Place:

Lotte New York Palace Hotel

455 Madison Avenue

New York, New York 10022

Record Date:

March 29, 2018

Agenda and Voting Matters

At or before our Annual Meeting, we ask that you vote on the following items:

Board

Recommendation

Page

Reference

Item 1 Election of Directors

FOR

8

Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for

Named Executive Officers

FOR

44

Item 3 Approval of an Amendment to the BlackRock, Inc. Second

Amended and Restated 1999 Stock Award and Incentive Plan

FOR

77

Item 4 Ratification of the Appointment of the Independent Registered

Public Accounting Firm

FOR

83

AGAINST

86

Proposal

Item 5 Shareholder Proposal ¨C Production of an Annual Report on Certain

Trade Association and Lobbying Expenditures

How to vote: Your vote is important

Internet

Mail

Telephone

In Person

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.

Complete and sign the proxy card

and return it in the enclosed postage

pre-paid envelope.

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.

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 13, 2018, we will mail or otherwise make available to each of our shareholders a

Notice of Internet Availability of Proxy Materials, which contains instructions about 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 2018 Annual Meeting of Shareholders of BlackRock, Inc.

By Order of the Board of Directors,

R. Andrew Dickson III

Corporate Secretary

April 13, 2018

BlackRock, Inc.

40 East 52nd Street,

New York, New York 10022

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual

Meeting of Shareholders to be held on Wednesday, May 23, 2018: our Proxy

Statement and 2017 Annual Report are available free of charge on our website at

corporate/en-us/investor-relations

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