UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 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 24, 2006
BLACKROCK, INC.
(Exact name of registrant as specified in charter)
DELAWARE 001-15305 51-0380803
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
40 East 52nd Street, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 810-5300
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(Former name or 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))
ITEM 1.01 Entry into a Material Definitive Agreement
Approval of Amendments to the BlackRock, Inc. 1999 Stock Award and Incentive Plan and the Amended and Restated BlackRock, Inc. 1999 Annual Incentive Performance Plan
At the Annual Meeting of Stockholders of BlackRock, Inc. (the "Company"), held on May 24, 2006, stockholders approved amendments to the BlackRock, Inc. 1999 Stock Award and Incentive Plan (the "Incentive Plan") and the BlackRock, Inc. 1999 Amended and Restated Incentive Performance Plan (the "Performance Plan"). A description of the amendments to the Incentive Plan and Performance Plan is provided in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2006.
A copy of the Incentive Plan is included as Exhibit 10.2 to the Company's Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999. A copy of Amendment No. 1 to the Incentive Plan is included as Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000 and a copy of Amendment No. 2 to the Incentive Plan is included as Exhibit 10.18 to the Company's Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.
A copy of the Performance Plan is included as Exhibit 10.25 to the Company's Annual Report on Form 10-K (Commission File No. 001-15305), for the year ended December 31, 2002.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
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10.1 Amendment No. 3 to the BlackRock, Inc. 1999 Stock
Award and Incentive Plan.
10.2 Amendment No. 1 to the Amended and Restated BlackRock,
Inc. 1999 Annual Incentive Performance Plan
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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)
Date: May 24, 2006
By: /s/ Robert P. Connolly
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Robert P. Connolly
Managing Director, General Counsel
and Secretary
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AMENDMENT NO. 3
TO THE BLACKROCK, INC.
1999 STOCK AWARD AND INCENTIVE PLAN
This Amendment No. 3 is made to the BlackRock, Inc. 1999 Stock Award and Incentive Plan (the "Incentive Plan"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Incentive Plan. This Amendment shall become effective as of March 27, 2006; provided, that paragraphs 1 and 2 below shall be subject to the approval of the stockholders of BlackRock, Inc. (the "Company") at a meeting or meetings of stockholders to be held prior to the end of 2006, and shall not be effective if not so approved by the Company's stockholders.
WHEREAS, the Incentive Plan currently provides that the maximum number of shares of Stock that may be issued under the Incentive Plan shall be 9,000,000 shares of Stock;
WHEREAS, the Company wishes to amend the Incentive Plan to provide that an additional 5,000,000 shares of Stock shall be made available for issuance under the Incentive Plan;
WHEREAS, the Company wishes to provide that the term of the Incentive Plan shall be extended to the date that is 10 years from the effective date of this Amendment No. 3; and
WHEREAS, the Company wishes to ensure that the per share option price for stock options granted under the Incentive Plans shall not be less than Fair Market Value (as defined in the Incentive Plan) on the date of grant; and
NOW THEREFORE, the Incentive Plan is amended, subject to stockholder approval at a meeting or meetings of stockholders to be held prior to the end of 2006, as follows:
1. The first sentence of Section 5 of the Incentive Plan is hereby amended in its entirety to read as follows:
Subject to adjustment as provided herein, 14,000,000 shares of Stock shall be reserved for the grant or settlement of Awards under the Plan.
2. The third sentence of Section 7(d) of the Incentive Plan is hereby amended in its entirety to read as follows:
Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall terminate on March 27, 2016.
3. This first sentence of Section 6(b)(i)(B) is hereby amended in its entirety to read as follows:
4. Except as provided herein, the Incentive Plan shall remain in full force and effect.
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
BLACKROCK, INC.
1999 ANNUAL INCENTIVE PERFORMANCE PLAN
This Amendment No. 1 is made to the Amended and Restated BlackRock, Inc. 1999 Annual Incentive Performance Plan (the "Performance Plan"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Performance Plan. This Amendment shall become effective on the date the Company's stockholders approve this amendment pursuant to a vote to taken at the Company's 2006 Annual Meeting of Stockholders, and shall not be effective if this amendment is not so approved by the Company's stockholders.
WHEREAS, the Company previously adopted the Amended and Restated 1999 Annual Incentive Performance Plan; and
WHEREAS, the Company wishes to amend the Performance Plan to increase the maximum payment a Participant may receive in respect of Awards granted for a Performance Period; and
WHEREAS, in order to maintain compliance with section 162(m) of the Internal Revenue Code, such amendment shall be subject to approval by the Company's stockholders.
NOW THEREFORE, the Performance Plan is amended, effective as of January 1, 2006, but subject to stockholder approval, as follows:
1. The last sentence of Section 5 of the Performance Plan is hereby amended in its entirety to read as follows:
Notwithstanding anything to the contrary contained herein, in no event shall payment in respect of Awards granted for a Performance Period be made to a Participant in an amount that exceeds 1.5% of the Company's total annual revenue determined in accordance with generally accepted accounting principles, excluding non-operating income.
2. Except as provided herein, the Performance Plan shall remain in full force and effect.