BlackLine (BL) investors OK board declassification and executive pay

Rhea-AI Filing Summary

BlackLine, Inc. held its 2026 virtual annual stockholder meeting, where 52,859,537 common shares were represented, establishing a quorum. Stockholders elected Class I directors Scott Davidson, David Henshall and Therese Tucker to serve until the 2029 annual meeting.

They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. Stockholders approved, on an advisory non-binding basis, the compensation of the company’s named executive officers and approved a stockholder proposal regarding the declassification of the board.

Insights

Corporate governance analyst

Routine annual meeting with notable vote to declassify the board.

BlackLine reported standard annual meeting results: all Class I directors were re-elected, auditor PricewaterhouseCoopers LLP was ratified, and executive compensation received advisory approval. These outcomes indicate broad stockholder support for current leadership, auditing arrangements and pay practices based on the disclosed vote tallies.

The most structurally important change is approval of a stockholder proposal regarding declassification of the board. Moving away from a classified structure can shift board election dynamics over time, but the filing excerpt does not detail the implementation steps or timing, so any future impact will depend on how the company follows through.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 52,859,537 shares Auditor ratification For votes: 52,760,501 votes Say-on-pay For votes: 30,296,698 votes +2 more

5 metrics

Shares represented at meeting 52,859,537 shares Common stock present in person or by proxy at 2026 annual meeting

Auditor ratification For votes 52,760,501 votes For ratifying PricewaterhouseCoopers LLP for year ending December 31, 2026

Say-on-pay For votes 30,296,698 votes For advisory non-binding approval of named executive officer compensation

Board declassification For votes 48,401,193 votes For stockholder proposal regarding declassification of the board

Scott Davidson For votes 44,638,100 votes For election as Class I director until 2029 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, Advisory non-binding vote on Named Executive Officer Compensation, declassification of our Board

4 terms

broker non-votes financial

"Nominee: | For: | Withheld: | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Advisory non-binding vote on Named Executive Officer Compensation financial

"Proposal 3: Advisory non-binding vote on Named Executive Officer Compensation"

declassification of our Board financial

"the stockholders approved a stockholder proposal regarding the declassification of our Board"

Understanding 8-K Material Events →

0001666134FALSE00016661342026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 7, 2026

__________________________

BLACKLINE, INC.

(Exact name of registrant as specified in its charter)

__________________________

Delaware

001-37924

46-3354276

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

21300 Victory Boulevard, 12th Floor

Woodland Hills, California 91367

(Address of principal executive offices) (Zip Code)

(818) 223-9008

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01, par value

BL

The Nasdaq Global Select Market

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. o

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

The Company’s 2026 annual meeting of stockholders (the “Annual Meeting”) was held on May 7, 2026. 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 52,859,537 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 I directors

Nominee:						For:						Withheld:						Broker Non-Votes:
Scott Davidson						44,638,100						3,970,691						4,250,746
David Henshall						39,107,820						9,500,971						4,250,746
Therese Tucker						42,767,647						5,841,144						4,250,746

Based on the votes set forth above, each director nominee was duly elected to serve until the 2029 annual meeting of stockholders and until his/her respective successor is duly elected and qualified or until his/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, 2026

For:						Against:						Abstain:
52,760,501						86,853						12,183

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, 2026.

Proposal 3: Advisory non-binding vote on Named Executive Officer Compensation

For:						Against:						Abstain:						Broker Non-Votes:
30,296,698						18,266,738						45,355						4,250,746

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: To consider a stockholder proposal if properly presented at the Annual Meeting

For:						Against:						Abstain:						Broker Non-Votes:
48,401,193						183,073						24,525						4,250,746

Based on the votes set forth above, the stockholders approved a stockholder proposal regarding the declassification of our Board.

1

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 8, 2026			By:			/s/ Karole Morgan-Prager
						Karole Morgan-Prager
						Chief Legal and Administrative Officer

2

FAQ

What happened at BlackLine (BL)’s 2026 annual stockholder meeting?

BlackLine held its 2026 virtual annual meeting with 52,859,537 common shares represented, constituting a quorum. Stockholders re-elected three Class I directors, ratified PricewaterhouseCoopers LLP as auditor, approved named executive officer compensation, and passed a stockholder proposal regarding declassification of the board.

Which directors were elected to BlackLine (BL)’s board in 2026?

Stockholders elected Class I directors Scott Davidson, David Henshall and Therese Tucker. Each received more votes “For” than “Withheld,” and will serve until the 2029 annual meeting, continuing until a successor is elected and qualified or upon earlier death, resignation or removal.

Did BlackLine (BL) stockholders approve the company’s executive compensation?

Yes. In an advisory non-binding vote, 30,296,698 shares voted “For,” 18,266,738 voted “Against,” and 45,355 abstained on named executive officer compensation, with 4,250,746 broker non-votes. This reflects overall stockholder approval of the company’s disclosed executive pay program.

Was PricewaterhouseCoopers LLP ratified as BlackLine (BL)’s auditor for 2026?

Yes. Stockholders voted 52,760,501 “For,” 86,853 “Against,” and 12,183 “Abstain” to ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this auditor ratification proposal.

What stockholder proposal did BlackLine (BL) investors approve at the 2026 meeting?

Stockholders approved a proposal regarding the declassification of the board, with 48,401,193 shares “For,” 183,073 “Against,” and 24,525 abstentions, plus 4,250,746 broker non-votes. The filing states that, based on these votes, the stockholder proposal regarding declassification of the board was approved.

How many BlackLine (BL) shares were represented at the 2026 annual meeting?

Holders of 52,859,537 shares of BlackLine’s common stock were present in person or by proxy at the 2026 annual meeting. This share presence constituted a quorum, allowing the company to validly conduct business and vote on the director elections and other proposals listed.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB