Engaged Capital targets three BlackLine (NASDAQ: BL) board seats with new slate

Rhea-AI Filing Summary

Engaged Capital, LLC has formally launched an activist campaign at BlackLine, Inc., confirming it has submitted a nomination notice for three independent director candidates for election at BlackLine’s 2026 annual meeting of stockholders. The proposed slate comprises Storm Duncan, Christopher Hallenbeck and Christopher L. Young, who are described as having significant software, M&A and governance experience. BlackLine has indicated that only three board seats will be up for election at the meeting, including one currently held by founder Therese Tucker, meaning Engaged’s slate would cover all seats in contest. Engaged Capital Flagship Master Fund, LP is disclosed as directly beneficially owning 1,015,619 shares of BlackLine common stock, with related Engaged entities and founder Glenn W. Welling deemed beneficial owners of the same shares. Engaged is preparing a preliminary proxy statement and a BLUE universal proxy card and is promoting its campaign via a dedicated website, email and social media channels.

Insights

Corporate governance and activism analyst

Engaged Capital launches a full-slate board contest for all three BlackLine seats up for election in 2026.

Engaged Capital has initiated an activist effort at BlackLine by nominating three independent directors for election at the 2026 annual meeting. BlackLine has stated that three seats, including one held by founder Therese Tucker, will be on the ballot, so Engaged’s slate targets every available seat.

The filing notes that Engaged Capital Flagship Master Fund, LP directly beneficially owns 1,015,619 shares of BlackLine common stock, with related Engaged entities and founder Glenn W. Welling deemed beneficial owners of the same shares. This positions Engaged as a meaningful shareholder seeking representation on the board rather than a passive investor.

Engaged plans to file a preliminary proxy statement and distribute a BLUE universal proxy card, supported by a campaign website and social media outreach. Subsequent proxy materials for the 2026 annual meeting are expected to provide more detail on Engaged’s nominees and their proposed approach to evaluating strategic options for the company.

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 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 February 2, 2026, Engaged Capital issued the following press release:

Engaged Capital Formally Nominates Three Highly Qualified, Independent Director Candidates to the BlackLine Board

NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Engaged Capital, LLC (“Engaged Capital”), an investment firm focused on enhancing the value of small- and mid-cap North American companies, today confirmed that it has formally submitted a nomination notice to BlackLine, Inc. (NASDAQ: BL) (“BlackLine” or the “Company”) in connection with the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

The nomination notice includes a slate of three highly qualified and independent director candidates with significant software industry, M&A and governance expertise: Storm Duncan, Christopher Hallenbeck and Christopher L. Young.

BlackLine has confirmed that only three seats will be up for election at the Annual Meeting, including one held by Founder Therese Tucker. Engaged Capital’s nomination is intended to provide stockholders with the opportunity to elect credible, experienced alternative directors focused on evaluating all strategic options in stockholders’ best interests.

Additional information on Engaged Capital’s campaign, including biographies for the nominees, is available at www.SaveBlackLine.com.

About Engaged Capital

Engaged Capital, LLC (“Engaged Capital”) is an investment advisor with a private equity-like investing style in the U.S. public equity markets. Engaged Capital seeks to help build sustainable businesses that create long-term stockholder value by engaging with and bringing an owner’s perspective to the managements and boards of undervalued public companies and working with them to unlock the embedded value within their businesses. Engaged Capital focuses on delivering superior, long-term, risk-adjusted returns for its limited partners. Engaged Capital was established in 2012 and is based in Newport Beach, California. Learn more at www.engagedcapital.com.

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 and Christopher L. Young.

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 and Young do not beneficially own any shares of Common Stock.

Contacts

Longacre Square Partners LLC

Greg Marose / Ashley Areopagita, 646-386-0091

engagedcapital@longacresquare.com

Item 2: Also on February 2, 2026, Engaged Capital posted the following material to www.SaveBlackLine.com, including the press release set forth in Item 1:

Item 3: Also on February 2, 2026, Glenn W. Welling of Engaged Capital posted the following material to X (formerly known as Twitter):

Item 4: Also on February 2, 2026, Glenn W. Welling of Engaged Capital posted the following material to LinkedIn:

Item 5: Also on February 2, 2026, Engaged Capital sent the following email to subscribers of www.SaveBlackLine.com:

Item 6: Also on February 2, 2026, Christopher L. Young posted the following material to LinkedIn:

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 and Christopher L. Young.

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 and Young do not beneficially own any shares of Common Stock.

FAQ

What is Engaged Capital seeking at BlackLine (BL) with this proxy campaign?

Engaged Capital is seeking to elect three independent director nominees to BlackLine’s board at the 2026 annual meeting. Its slate would fill all three seats up for election, providing stockholders an alternative set of candidates focused on evaluating strategic options for the company.

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. Related Engaged Capital entities and founder Glenn W. Welling may be deemed to beneficially own the same 1,015,619 shares through their roles as general partner, adviser and managing member.

Who are Engaged Capital’s director nominees for the BlackLine (BL) board?

Engaged Capital has nominated Storm Duncan, Christopher Hallenbeck and Christopher L. Young for election to BlackLine’s board at the 2026 annual meeting. They are described as highly qualified, independent candidates with software industry, mergers and acquisitions, and corporate governance experience.

How many BlackLine (BL) board seats will be contested at the 2026 annual meeting?

BlackLine has confirmed that three board seats will be up for election at the 2026 annual meeting, including a seat currently held by founder Therese Tucker. Engaged Capital’s slate of three nominees is intended to contest each of these available positions on the board.

What proxy materials will Engaged Capital provide to BlackLine (BL) stockholders?

Engaged Capital intends to file a preliminary proxy statement and distribute a BLUE universal proxy card for the 2026 meeting. These materials will describe its director nominees and campaign in detail and will be available without charge through the SEC’s website and the proxy solicitor.

Where can investors learn more about Engaged Capital’s campaign at BlackLine (BL)?

Investors can learn more through Engaged Capital’s dedicated website, www.SaveBlackLine.com, which hosts campaign materials and nominee biographies. Engaged has also used email and social media platforms such as X and LinkedIn to share the press release and related information.