Blackbaud (NASDAQ: BLKB) holders approve pay, equity plan and E&Y
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Blackbaud, Inc. reported the results of its 2026 annual meeting of stockholders held on June 10, 2026. Stockholders approved on an advisory basis the 2025 compensation of the company’s named executive officers, with 30,822,300 votes for and 519,936 against.
They also approved an amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan, with 30,347,408 votes for and 996,738 against. In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
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: 30,822,300 shares
Say-on-pay votes against: 519,936 shares
Equity plan amendment votes for: 30,347,408 shares
+3 more
6 metrics
Say-on-pay votes for
30,822,300 shares
Advisory approval of 2025 named executive officer compensation
Say-on-pay votes against
519,936 shares
Advisory approval of 2025 named executive officer compensation
Equity plan amendment votes for
30,347,408 shares
Amendment and restatement of 2016 Equity and Incentive Compensation Plan
Equity plan amendment votes against
996,738 shares
Amendment and restatement of 2016 Equity and Incentive Compensation Plan
Auditor ratification votes for
43,066,803 shares
Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Auditor ratification votes against
16,254 shares
Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Key Terms
advisory vote, named executive officers, 2016 Equity and Incentive Compensation Plan, independent registered public accounting firm, +1 more
5 terms
advisory vote regulatory
"Stockholders approved on an advisory basis the 2025 compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"Stockholders approved on an advisory basis the 2025 compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
2016 Equity and Incentive Compensation Plan financial
"Vote to Approve the Amendment and Restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan"
independent registered public accounting firm regulatory
"ratified the appointment of Ernst & Young 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-votes financial
"Broker Non-Votes | 11,770,010"
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.
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): June 10, 2026
 | ||||||||
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (843 ) 216-6200
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 | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
Blackbaud, Inc. ("Blackbaud" or the “Company”) held its 2026 annual meeting of stockholders on June 10, 2026. The results of the matters submitted to a vote of the Company stockholders at the meeting are set forth below.
Proposal 1 - Advisory Vote to Approve Named Executive Officer Compensation. Stockholders approved on an advisory basis the 2025 compensation of the Company’s named executive officers as follows:
Votes Cast For | 30,822,300 | |||||||
Votes Cast Against | 519,936 | |||||||
Abstentions | 32,045 | |||||||
Broker Non-Votes | 11,770,010 | |||||||
Proposal 2 - Vote to Approve the Amendment and Restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan. Stockholders approved the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan as follows:
Votes Cast For | 30,347,408 | |||||||
Votes Cast Against | 996,738 | |||||||
Abstentions | 30,135 | |||||||
Broker Non-Votes | 11,770,010 | |||||||
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 as follows:
Votes Cast For | 43,066,803 | |||||||
Votes Cast Against | 16,254 | |||||||
Abstentions | 61,234 | |||||||
Broker Non-Votes | N/A | |||||||
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.
BLACKBAUD, INC. | ||||||||||||||
Date: | June 11, 2026 | /s/ Chad M. Anderson | ||||||||||||
Chad M. Anderson | ||||||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||||||
(Principal Financial and Accounting Officer) | ||||||||||||||
FAQ
Did Blackbaud (BLKB) stockholders approve changes to the 2016 Equity and Incentive Compensation Plan?
Yes, stockholders approved the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan. Votes were 30,347,408 for, 996,738 against, and 30,135 abstentions, with 11,770,010 broker non-votes recorded on this equity and incentive plan proposal.
Which audit firm did Blackbaud (BLKB) stockholders ratify for the 2026 fiscal year?
Stockholders ratified Ernst & Young LLP as Blackbaud’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 43,066,803 shares for, 16,254 against, and 61,234 abstentions, with no broker non-votes applicable.
When was Blackbaud’s 2026 annual meeting of stockholders held and what was covered?
The 2026 annual meeting was held on June 10, 2026. Stockholders voted on advisory approval of 2025 executive compensation, an amendment and restatement of the 2016 Equity and Incentive Compensation Plan, and ratification of Ernst & Young LLP as independent auditor for 2026.
How many broker non-votes occurred on Blackbaud (BLKB) governance proposals at the 2026 meeting?
For both the advisory vote on 2025 executive compensation and the 2016 Equity and Incentive Compensation Plan proposal, Blackbaud recorded 11,770,010 broker non-votes. The auditor ratification vote did not have broker non-votes reported in the results table.