BlackRock (BLK) investors approve directors, pay plan and 2026 Deloitte audit

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BlackRock, Inc. reported the results of its 2026 Annual Meeting of Shareholders. All 19 director nominees were elected, each receiving over 114 million votes in favor with relatively low opposition and abstentions, alongside broker non-votes of 10,517,167 shares on each director item.

Shareholders approved, in a non-binding advisory vote, the compensation of the company’s named executive officers, with 78,657,599 votes for and 42,362,921 against. They also ratified Deloitte & Touche LLP as independent auditor for fiscal 2026 by 125,908,412 votes in favor. In addition, shareholders approved an amendment to the certificate of incorporation of subsidiary BlackRock Finance, Inc. to remove a pass-through voting provision, with 120,975,330 votes for and limited opposition.

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

Say-on-pay votes for: 78,657,599 votes Say-on-pay votes against: 42,362,921 votes Auditor ratification votes for: 125,908,412 votes +5 more

8 metrics

Say-on-pay votes for 78,657,599 votes Non-binding advisory vote on named executive officer compensation (Item 2)

Say-on-pay votes against 42,362,921 votes Non-binding advisory vote on named executive officer compensation (Item 2)

Auditor ratification votes for 125,908,412 votes Ratification of Deloitte & Touche LLP as auditor for fiscal 2026 (Item 3)

Auditor ratification votes against 5,750,963 votes Ratification of Deloitte & Touche LLP as auditor for fiscal 2026 (Item 3)

Charter amendment votes for 120,975,330 votes Amendment to BlackRock Finance, Inc. certificate of incorporation (Item 4)

Broker non-votes on Item 2 10,517,167 shares Executive compensation advisory vote (Item 2)

Director example – votes for 119,629,719 votes Election of director nominee Hans E. Vestberg (Item 1)

Director example – votes against 7,029,231 votes Election of director nominee William E. Ford (Item 1)

Key Terms

non-binding advisory vote, independent registered public accounting firm, broker non-vote, certificate of incorporation, +1 more

5 terms

non-binding advisory vote financial

"The proposal to approve the compensation of the named executive officers... through a non-binding advisory vote, was approved"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"shareholders ratified the appointment of Deloitte & Touche 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.

broker non-vote financial

"For | Against | Abstain | Broker Non-Vote"

certificate of incorporation financial

"approved an amendment of the certificate of incorporation of the Company’s subsidiary, BlackRock Finance, Inc."

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

pass-through voting provision financial

"to remove a provision regarding pass-through voting (Item 4)"

Understanding 8-K Material Events →

05/22/2026 - 04:30 PM

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 20, 2026

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42297

99-1116001

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


50 Hudson Yards, New York, New York		10001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5800

(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 exchange on which registered
Common Stock, $.01 par value	BLK	New York Stock Exchange
3.750% Notes due 2025	BLK35	New York Stock Exchange

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. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 20, 2026, BlackRock, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The following are the voting results on each matter submitted to the Company’s shareholders at the Annual Meeting. All director nominees were elected (Item 1). The proposal to approve the compensation of the named executive officers as disclosed in the Company’s proxy statement, through a non-binding advisory vote, was approved (Item 2). Additionally, shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2026 (Item 3). Further, shareholders approved an amendment of the certificate of incorporation of the Company’s subsidiary, BlackRock Finance, Inc., to remove a provision regarding pass-through voting (Item 4).

Below are detailed voting results of the shares represented and entitled to vote at the Annual Meeting on each matter voted on and described in detail in the Company’s definitive proxy statement.

Item 1 – Election to the Company’s Board of Directors of the following 19 nominees:


	For		Against		Abstain		Broker Non-Vote
Pamela Daley		114,563,622		6,577,990		91,422		10,517,167
Laurence D. Fink		114,511,879		6,262,629		458,526		10,517,167
Gregory J. Fleming		119,674,854		1,460,949		97,231		10,517,167
William E. Ford		114,107,564		7,029,231		96,239		10,517,167
Fabrizio Freda		117,406,333		3,730,339		96,362		10,517,167
Murry S. Gerber		115,167,875		5,917,825		147,334		10,517,167
Margaret “Peggy” L. Johnson		119,690,349		1,450,755		91,930		10,517,167
Robert S. Kapito		119,197,887		1,940,035		95,112		10,517,167
Gregg R. Lemkau		119,850,063		1,282,130		100,841		10,517,167
Cheryl D. Mills		116,186,840		4,948,415		97,779		10,517,167
Kathleen Murphy		118,277,179		2,664,245		291,610		10,517,167
Amin H. Nasser		118,705,824		2,359,016		168,194		10,517,167
Gordon M. Nixon		114,122,841		7,012,916		97,277		10,517,167
Adebayo Ogunlesi		118,863,039		2,077,135		292,860		10,517,167
Kristin C. Peck		117,891,279		3,179,846		161,909		10,517,167
Charles H. Robbins		119,101,426		2,032,771		98,837		10,517,167
Hans E. Vestberg		119,629,719		1,507,057		96,258		10,517,167
Susan L. Wagner		117,031,499		4,109,720		91,815		10,517,167
Mark Wilson		118,658,954		2,476,790		97,290		10,517,167

Item 2 – Approval, in a non-binding advisory vote, of the compensation for named executive officers:


For	Against	Abstentions	Broker Non-Votes
78,657,599	42,362,921	212,514	10,517,167

Item 3 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2026:


For	Against	Abstentions	Broker Non-Votes
125,908,412	5,750,963	90,826	0

Item 4 – Amendment of the BlackRock Finance, Inc. certification of incorporation to remove the pass-through voting provision:


For	Against	Abstentions	Broker Non-Votes
120,975,330	118,819	138,885	10,517,167

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.


	BlackRock, Inc.
	(Registrant)

	By:	/s/ R. Andrew Dickson III
Date: May 22, 2026		R. Andrew Dickson III
		Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did BlackRock (BLK) shareholders decide at the 2026 Annual Meeting?

BlackRock shareholders elected all 19 director nominees, approved named executive officer compensation in a non-binding advisory vote, ratified Deloitte & Touche LLP as independent auditor for 2026, and approved an amendment to a subsidiary’s certificate of incorporation removing a pass-through voting provision.

How did BlackRock (BLK) shareholders vote on executive compensation in 2026?

Shareholders approved BlackRock’s named executive officer compensation in a non-binding advisory vote, with 78,657,599 votes in favor, 42,362,921 against, and 212,514 abstentions, plus 10,517,167 broker non-votes. This indicates overall support for the company’s current executive pay program structure.

Which auditor did BlackRock (BLK) shareholders ratify for fiscal year 2026?

Shareholders ratified Deloitte & Touche LLP as BlackRock’s independent registered public accounting firm for fiscal year 2026, with 125,908,412 votes for, 5,750,963 against, and 90,826 abstentions. There were no broker non-votes on this item, reflecting strong support for retaining the audit firm.

Were all BlackRock (BLK) director nominees elected at the 2026 meeting?

All 19 BlackRock director nominees were elected. Each candidate received more votes for than against, with support typically exceeding 114 million shares and relatively low abstentions, alongside 10,517,167 broker non-votes reported for each director-related voting line at the Annual Meeting.

What charter change at BlackRock Finance, Inc. did shareholders approve?

Shareholders approved amending the certificate of incorporation of BlackRock’s subsidiary, BlackRock Finance, Inc., to remove a pass-through voting provision. The proposal received 120,975,330 votes for, 118,819 against, 138,885 abstentions, and 10,517,167 broker non-votes, indicating broad shareholder support.

How many broker non-votes were reported at BlackRock’s 2026 Annual Meeting?

Broker non-votes totaled 10,517,167 shares for the director elections, the executive compensation advisory vote, and the charter amendment proposal. For the auditor ratification item, there were zero broker non-votes, since brokers are generally allowed to vote on auditor ratification without specific client instructions.

Filing Exhibits & Attachments

4 documents