Engaged Capital targets BlackLine (NASDAQ: BL) with 2026 proxy slate

Rhea-AI Filing Summary

Engaged Capital and related entities have disclosed plans to run an alternative director slate at BlackLine, Inc.’s 2026 annual stockholder meeting, using a BLUE universal proxy card to solicit votes. The group includes Engaged Capital Flagship Master Fund, Engaged Capital, Engaged Capital Holdings, and individuals Glenn W. Welling, Storm Duncan, Christopher Hallenbeck, Christopher L. Young and Christopher B. Hetrick. Engaged Capital Flagship Master Fund currently beneficially owns 1,015,619 shares of BlackLine common stock, with related Engaged entities and Mr. Welling deemed to share beneficial ownership of that stake. The participants have also launched a campaign website, SaveBlackLine.com, and posted materials on X and LinkedIn, and are urging stockholders to read forthcoming proxy materials that will be available free through the SEC and their proxy solicitor.

Insights

Activist & governance analyst

Engaged Capital is initiating an activist proxy contest at BlackLine for the 2026 meeting.

The disclosure outlines that Engaged Capital and affiliated entities intend to nominate their own slate of directors for election to the board of BlackLine, Inc. at the 2026 annual meeting. They plan to use a BLUE universal proxy card, which allows stockholders to vote among all nominees from both sides on a single card, a structure now common in U.S. proxy contests.

The filing notes that Engaged Capital Flagship Master Fund beneficially owns 1,015,619 BlackLine common shares, with related entities and Glenn W. Welling deemed indirect beneficial owners of the same block. No specific governance or strategic changes are described here; the focus is on procedural steps and the identification of participants. The actual impact for stockholders will depend on details in the forthcoming proxy statement and how other investors respond during the 2026 meeting process.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under § 240.14a-12

BLACKLINE, INC.

(Name of Registrant as Specified In Its Charter)

ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP

ENGAGED CAPITAL, LLC

ENGAGED CAPITAL HOLDINGS, LLC

GLENN W. WELLING

STORM DUNCAN

CHRISTOPHER HALLENBECK

CHRISTOPHER B. HETRICK

CHRISTOPHER L. YOUNG

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Engaged Capital, LLC (“Engaged Capital”), together with the other participants named herein, intends to file a preliminary proxy statement and accompanying BLUE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders (the “Annual Meeting”) of BlackLine, Inc., a Delaware corporation (the “Company”).

Item 1: On the evening of January 16, 2026, Glenn W. Welling of Engaged Capital posted the following material to X (formerly known as Twitter):

Item 2: Also on the evening of January 16, 2026, Glenn W. Welling of Engaged Capital posted the following material to LinkedIn:

Item 3: On January 20, 2026, Engaged Capital posted certain materials to www.SaveBlackLine.com, which are attached hereto as Exhibit 1 and incorporated herein by reference. 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Engaged Capital, LLC (“Engaged Capital”), together with the other participants named herein, intends to file a preliminary proxy statement and accompanying BLUE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of BlackLine, Inc., a Delaware corporation (the “Company”).

ENGAGED CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the anticipated proxy solicitation are expected to be Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), Engaged Capital, Engaged Capital Holdings, LLC (“Engaged Holdings”), Glenn W. Welling, Storm Duncan, Christopher Hallenbeck, Christopher L. Young and Christopher B. Hetrick.

As of the date hereof, Engaged Capital Flagship Master directly beneficially owns 1,015,619 shares of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master, may be deemed to beneficially own the 1,015,619 shares of Common Stock owned by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 1,015,619 shares of Common Stock owned by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 1,015,619 shares of Common Stock owned by Engaged Capital Flagship Master. As of the date hereof, Messrs. Duncan, Hallenbeck, Young and Hetrick do not beneficially own any shares of Common Stock.

FAQ

What does Engaged Capital’s DFAN14A filing about BlackLine (BL) disclose?

The filing states that Engaged Capital and affiliated parties intend to solicit votes for their own slate of “highly qualified” director nominees at BlackLine, Inc.’s 2026 annual stockholder meeting, using a BLUE universal proxy card.

How many BlackLine (BL) shares does Engaged Capital’s fund currently beneficially own?

Engaged Capital Flagship Master Fund, LP directly beneficially owns 1,015,619 shares of BlackLine common stock, and related Engaged entities and Glenn W. Welling may be deemed to beneficially own the same shares.

Who are the participants in Engaged Capital’s anticipated proxy solicitation at BlackLine (BL)?

The expected participants are Engaged Capital Flagship Master Fund, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC, and individuals Glenn W. Welling, Storm Duncan, Christopher Hallenbeck, Christopher L. Young and Christopher B. Hetrick.

What is SaveBlackLine.com in relation to BlackLine (BL) and Engaged Capital?

On January 20, 2026, Engaged Capital posted campaign materials to the website www.SaveBlackLine.com, which are referenced in the filing as an exhibit and incorporated by reference.

Where can BlackLine (BL) stockholders access Engaged Capital’s proxy materials?

Stockholders are advised that proxy statements and related materials, including a proxy card, will be available at no charge on the SEC’s website at http://www.sec.gov, and copies will also be provided without charge upon request from the participants’ proxy solicitor.