BlackLine Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2025, the board of directors (the “Board”) of BlackLine, Inc. (the “Company”) appointed Scott Davidson to serve as a member of each of the Audit Committee and the Technology and Cybersecurity Committee of the Board.
In accordance with the Company’s amended and restated Outside Director Compensation Policy, the terms of which are described in the Company’s proxy statement for its 2025 annual meeting of stockholders, Mr. Davidson is entitled to cash compensation for his service on the Company’s Audit Committee and Technology and Cybersecurity Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2025 annual meeting of stockholders (the “Annual Meeting”) was held on May 8, 2025. The Annual Meeting was a virtual meeting held over the Internet via live webcast. Present at the Annual Meeting in person or by proxy were holders of 60,100,656 shares of the Company’s common stock, constituting a quorum for the transaction of business. The proposals voted upon at the Annual Meeting and the vote with respect to each such matter are as set forth below.
Proposal 1: Election of Class III directors
| Nominee: | For: | Withheld: | Broker Non-Votes: | |||||||||||||||||
| Camille Drummond | 46,524,404 | 4,539,579 | 9,036,673 | |||||||||||||||||
| Brunilda Rios | 46,483,486 | 4,580,497 | 9,036,673 | |||||||||||||||||
| Barbara Whye | 38,509,196 | 12,554,787 | 9,036,673 | |||||||||||||||||
| Mika Yamamoto | 46,142,870 | 4,921,113 | 9,036,673 | |||||||||||||||||
Based on the votes set forth above, each director nominee was duly elected to serve until the 2028 annual meeting of stockholders and until her respective successor is duly elected and qualified or until her death, resignation or removal.
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
| For: | Against: | Abstain: | ||||||||||||
| 59,755,158 | 333,858 | 11,640 | ||||||||||||
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 3: Advisory non-binding vote on Named Executive Officer Compensation
| For: | Against: | Abstain: | Broker Non-Votes: | |||||||||||||||||
| 38,602,953 | 12,442,736 | 18,294 | 9,036,673 | |||||||||||||||||
Based on the votes set forth above, the stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers.
Proposal 4: Advisory non-binding vote on the frequency of future advisory votes to approve the compensation of our Named Executive Officers
| Every One Year: | Every Two Years: | Every Three Years: | Abstain: | Broker Non-Votes: | ||||||||||||||||||||||
| 46,990,750 | 612,798 | 3,440,306 | 20,129 | 9,036,673 | ||||||||||||||||||||||
In accordance with the recommendation of the Board, the Company’s stockholders approved, on an advisory basis, one year as the frequency for holding future advisory votes to approve the compensation of the Company’s named executive officers. In light of such approval, the Company intends to hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve named executive officer compensation.
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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.
| BLACKLINE, INC. | ||||||||
| Date: May 13, 2025 | By: | /s/ Karole Morgan-Prager | ||||||
| Karole Morgan-Prager | ||||||||
| Chief Legal and Administrative Officer | ||||||||
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