BlackRock, Inc.
Extract: Planned Defense Change from a 8-K on 10/06/2020   Download
SEC Document
SEC Filing

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provisions relating to the “Significant Stockholder” (as defined in the Certificate of Incorporation), which are no longer applicable as a result of the May 2020 secondary offering of shares of Company common stock by PNC, and make certain other technical revisions (collectively, the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.