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

Rhea-AI Filing Summary

Engaged Capital and affiliated entities have launched an activist campaign at BlackLine, Inc., stating they intend to file a preliminary proxy statement and use a BLUE universal proxy card to seek election of their own slate of director nominees at the Company’s 2026 annual meeting of stockholders.

The group includes Engaged Capital Flagship Master Fund, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC, and several individuals led by Glenn W. Welling. Engaged Capital Flagship Master Fund directly beneficially owns 1,015,619 shares of BlackLine common stock, and related Engaged Capital entities and Mr. Welling may be deemed to share beneficial ownership of those shares, while the other named individuals currently report no beneficial ownership.

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 January 27, 2026, Glenn W. Welling of Engaged Capital posted the following material to X (formerly known as Twitter):

Item 2: Also on January 27, 2026, Glenn W. Welling of Engaged Capital posted the following material to LinkedIn:

Item 3: Also On January 27, 2026, Engaged Capital posted the following material to www.SaveBlackLine.com, a copy of which is 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 is Engaged Capital seeking to do at BlackLine (BL)?

Engaged Capital plans to run an activist campaign at BlackLine, nominating its own slate of directors for election at the 2026 annual meeting. It will use a BLUE universal proxy card to solicit stockholder votes for its proposed nominees.

Who are the participants in the Engaged Capital campaign at BlackLine (BL)?

Participants include 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, who together plan to solicit proxies for board seats.

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

Engaged Capital Flagship Master Fund, LP directly beneficially owns 1,015,619 shares of BlackLine common stock. Engaged Capital, Engaged Capital Holdings, LLC, and Glenn W. Welling may be deemed to beneficially own the same 1,015,619 shares through their roles with the fund.

Do all Engaged Capital nominees own BlackLine (BL) stock?

No. As of the stated date, Storm Duncan, Christopher Hallenbeck, Christopher L. Young, and Christopher B. Hetrick do not beneficially own any BlackLine common shares. Beneficial ownership is concentrated in Engaged Capital Flagship Master Fund and related Engaged Capital entities and Glenn W. Welling.

What materials will BlackLine (BL) investors receive from Engaged Capital?

Engaged Capital intends to provide a preliminary proxy statement and a BLUE universal proxy card to BlackLine stockholders. These materials will describe its director nominees and solicitation efforts, and will be available free of charge on the SEC’s website when filed.

Where can BlackLine (BL) investors find Engaged Capital’s proxy materials?

Investors will be able to access Engaged Capital’s proxy statement and related materials for free on the SEC’s website at http://www.sec.gov. Engaged Capital’s proxy solicitor will also provide copies to stockholders without charge upon request once available.