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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