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): September 30, 2020
BLACKROCK, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-33099 | 32-0174431 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 55 East 52nd Street, New York, New York | 10055 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 810-5300
(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 | ||
| 1.250% Notes due 2025 | BLK25 | 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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 6, 2020, BlackRock, Inc. (the “Company”) filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificates of Designations with respect to the Company’s Series A, B and C Convertible Participating Preferred Stock and Series D Participating Preferred Stock (collectively, the “Preferred Stock”).
Following the May 2020 secondary offering of shares of Company common stock (including shares issuable upon conversion of shares of Preferred Stock) by PNC Bancorp, Inc. (“PNC”), and as of October 6, 2020 (the date of filing the Certificate of Elimination), there were no outstanding shares of the Preferred Stock. A copy of the Certificate of Elimination relating to the Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01. |
Other Events. |
On September 30, 2020, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Governance Committee of the Board, approved amendments to the Certificate of Incorporation to (i) provide stockholders of record owning 15% or more of the voting power of all outstanding shares of stock of the Company the ability to call a special meeting of stockholders, (ii) eliminate supermajority vote requirements relating to the amendment of certain articles of the Certificate of Incorporation and (iii) eliminate provisions relating to the “Significant Stockholder” (as defined in the Certificate of Incorporation), which are no longer applicable as a result of the May 2020 secondary offering of shares of Company common stock by PNC, and make certain other technical revisions (collectively, the “Proposed Amendments”).
The Proposed Amendments are subject to the requisite approval of stockholders and will be set forth in the proxy statement for the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). In the event the Proposed Amendments are approved by stockholders at the 2021 Annual Meeting and become effective, the Board will approve conforming amendments to the Company’s Amended and Restated Bylaws.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Elimination relating to the Preferred Stock, dated October 6, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: October 6, 2020 | R. Andrew Dickson III | |||||
| Corporate Secretary | ||||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A CONVERTIBLE PARTICIPATING PREFERRED STOCK,
SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK,
SERIES C CONVERTIBLE PARTICIPATING PREFERRED STOCK
AND
SERIES D PARTICIPATING PREFERRED STOCK
OF
BLACKROCK, INC.
OCTOBER 6, 2020
Pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware
BlackRock, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:
First: Pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) by the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Board previously adopted resolutions creating and authorizing the following series of preferred stock:
(i) 20,000,000 shares of Series A Convertible Participating Preferred Stock (the “Series A Preferred Stock”), subject to the Certificate of the Designations, Powers, Preferences and Rights of Series A Convertible Participating Preferred Stock (the “Series A Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on September 27, 2006;
(ii) 150,000,000 shares of Series B Convertible Participating Preferred Stock (the “Series B Preferred Stock”), subject to the Certificate of the Designations, Powers, Preferences and Rights of Series B Convertible Participating Preferred Stock (the “Series B Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on February 26, 2009;
(iii) 6,000,000 shares of Series C Convertible Participating Preferred Stock (the “Series C Preferred Stock”), subject to the Certificate of the Designations, Powers, Preferences and Rights of Series C Convertible Participating Preferred Stock (the “Series C Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on February 26, 2009; and
(iv) 20,000,000 shares of Series D Participating Preferred Stock (the “Series D Preferred Stock”), subject to the Certificate of the Designations, Powers, Preferences and Rights of Series D Participating Preferred Stock (the “Series D Certificate of Designations” and, together with the Series A Certificate of Designations, Series B Certificate of Designations and Series C Certificate of Designations, the “Certificates of Designations”), as filed with the Secretary of State of the State of Delaware on December 1, 2009.
Second: None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued pursuant to the Series A Certificate of Designations; none of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued pursuant to the Series B Certificate of Designations; none of the authorized shares of the Series C Preferred Stock are outstanding and none will be issued pursuant to the Series C Certificate of Designations; and none of the authorized shares of the Series D Preferred Stock are outstanding and none will be issued pursuant to the Series D Certificate of Designations.
Third: Pursuant to the authority conferred upon the Board pursuant to the Certificate of Incorporation, the Board adopted resolutions on September 30, 2020, approving the elimination of each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as set forth herein:
RESOLVED, that none of the authorized shares of each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are outstanding and none will be issued pursuant to the Certificates of Designations;
RESOLVED, that, upon filing the Certificate of Elimination with the Secretary of State of the State of Delaware, all matters set forth in the Certificates of Designations shall be eliminated from the Certificate of Incorporation with respect to each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; and
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver to the Secretary of State of the State of Delaware the Certificate of Elimination as required by the General Corporation Law of the State of Delaware (the “DGCL”) in order to effect the cancellation and elimination of each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, and any and all documents required to be filed therewith.
Fourth: In accordance with Section 151(g) of the DGCL, the Certificate of Incorporation as effective immediately prior to the filing of this Certificate of Elimination is hereby amended to eliminate all references to each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock.
[Signature page follows.]
IN WITNESS WHEREOF, BlackRock, Inc. has caused this Certificate of Elimination to be duly executed in its corporate name as of the date first written above.
| BLACKROCK, INC. | ||
| By: |
/s/ R. Andrew Dickson III |
|
| Name: R. Andrew Dickson III | ||
| Title: Corporate Secretary | ||
[Signature Page to the Certificate of Elimination]