BlackRock 8-K of October 6th contains good news for shareholders. I frequently complain about BlackRock because their actions, especially proxy voting, are out of sync with their positive ESG statements. (see BlackRock Action Update) However, it is also appropriate to give their board credit for proposing important corporate governance reforms to be voted at the 2021 AGM. I hope Blackrock will support similar amendments at all their portfolio companies.
Possible Background of BlackRock 8-K
I filed proposals for simple majority voting standards in 2015 and 2019. In 2017, I filed to lower the special meeting threshold. However, I withdrew my proposals in 2015 and 2017, based on a large stake owned by PNC making the proposals difficult to implement. Although I went forward in 2019, I only won 7.5% of the vote.
Once PNC exited their position at BlackRock, it was great to see them adopt my recommended changes. Of course, I may have had nothing to do with their decision but it was certainly nice to get a note from BlackRock linking to their 8K.
Having submitted shareholder proposals to amend BlackRock’s charter to establish a special meeting right and to eliminate supermajority provisions in the past, I am pleased to inform you that in light of PNC’s exit from its position in our stock in May of this year, our Board voted last week to approve amendments to our Charter to (1) provide stockholders of record owning 15% or more of the voting power of all outstanding shares of our stock the ability to call a special meeting and (2) to eliminate the supermajority vote requirements to amend the charter.We filed a Form 8-K yesterday with this information. I have copied the relevant section of the filing and the link below for your reference.
BlackRock 8-K – October 6, 2020
On September 30, 2020, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Governance Committee of the Board, approved amendments to the Certificate of Incorporation to (i) provide stockholders of record owning 15% or more of the voting power of all outstanding shares of stock of the Company the ability to call a special meeting of stockholders, (ii) eliminate supermajority vote requirements relating to the amendment of certain articles of the Certificate of Incorporation and (iii) eliminate provisions relating to the “Significant Stockholder” (as defined in the Certificate of Incorporation), which are no longer applicable as a result of the May 2020 secondary offering of shares of Company common stock by PNC, and make certain other technical revisions (collectively, the “Proposed Amendments”).
The Proposed Amendments are subject to the requisite approval of stockholders and will be set forth in the proxy statement for the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). In the event the Proposed Amendments are approved by stockholders at the 2021 Annual Meeting and become effective, the Board will approve conforming amendments to the Company’s Amended and Restated Bylaws.
- BlackRock 2019 Proxy Voting Guide
- BlackRock 2020: Corporate Purpose
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