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Section 1: 8-K/A (AMENDMENT NO.1 TO FORM 8-K)

Amendment No.1 to Form 8-K





Washington, D.C. 20549




(Amendment No. 1)




Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2017 (May 25, 2017)




(Exact name of registrant as specified in its charter)




DELAWARE   001-33099   32-0174431

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

55 East 52nd Street, New York, New York   10055
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 810-5300

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by BlackRock, Inc. (the “Company”) on May 26, 2017 (the “Original Filing”). The Original Filing reported the voting results at the Company’s 2017 Annual Meeting of Shareholders held on May 25, 2017 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision as to the frequency of future advisory, non-binding votes on the compensation of the Company’s named executive officers.


Item 5.07. Submission of Matters to a Vote of Security Holders.

(d) As previously disclosed, at the Annual Meeting, the Company’s shareholders cast a majority of votes in favor of recommending a frequency of one year for future executive compensation advisory votes, through an advisory, non-binding resolution (the “frequency proposal”).

In consideration of the shareholder vote at the Annual Meeting on the frequency proposal, and consistent with the recommendations of the Company’s board of directors (the “Board”) disclosed in the Company’s definitive proxy statement for the Annual Meeting, the Board determined that the Company will hold the advisory, non-binding vote on the compensation of the Company’s named executed officers on an annual basis until shareholders vote on the next required frequency proposal.


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.


BlackRock, Inc.
By:   /s/ R. Andrew Dickson III
  R. Andrew Dickson III
  Corporate Secretary

Date: July 20, 2017

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