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): July 17, 2023
(Exact name of registrant as specified in its charter)
| 001-33099 | 32-0174431 | |||
| (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) 810-5300
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 17, 2023, the Board of Directors (the “Board”) of BlackRock, Inc. (the “Company”) elected Amin H. Nasser to serve as a director of the Board. Mr. Nasser is joining the Board as an independent director.
Mr. Nasser has served as the President and Chief Executive Officer of Saudi Arabian Oil Company (“Aramco”) since 2015. He also serves as a member of the Aramco Board of Directors. Mr. Nasser joined Aramco in 1982.
Neither Mr. Nasser, nor any of his immediate family members, is a party, directly or indirectly, to any related person transaction required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Nasser will be appointed to one or more Board committees following a review of the Board’s existing committee composition. Until then, he will rotate through each Board committee. Mr. Nasser will participate in the Company’s standard compensation program for non-employee directors.
The Company issued a press release on July 17, 2023 announcing the director election described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
Bader M. Alsaad informed the Company of his desire not to stand for re-election to the Board at the Company’s 2024 Annual Meeting of Shareholders. Mr. Alsaad’s decision was not due to any disagreement with the Company, the Company’s management or the Board. Mr. Alsaad will serve out the remainder of his term, which will end at the Company’s 2024 Annual Meeting of Shareholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued by the Company on July 17, 2023. | |
| 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: July 17, 2023 | R. Andrew Dickson III | |||||
| Managing Director and Corporate Secretary | ||||||
Exhibit 99.1
BLACKROCK ELECTS AMIN H. NASSER TO BOARD OF DIRECTORS
New York, July 17, 2023 – BlackRock, Inc. (NYSE: BLK) announced today that it is naming the Chief Executive Officer of the Saudi Arabian Oil Company (“Aramco”), one of the world’s largest integrated energy companies, to BlackRock’s Board of Directors (“Board”), while also preparing for the departure of a Board member.
Amin Hassan Ali Nasser, President and Chief Executive Officer of Aramco, joins the Board today as an independent director. Bader M. Alsaad, Director General and Chairman of the Board of the Arab Fund for Economic & Social Development, will serve the remainder of his term this year and will not stand for reelection to the Board in 2024. The continuity of regional expertise on BlackRock’s Board reflects the importance of the Middle East to the firm’s long-term strategy.
Nasser oversaw the successful public listing of Aramco, which was the largest IPO in history. He brings to the BlackRock Board his perspective as the chief executive of a company at the center of some of the most important business trends globally. He has also established Aramco as a leader in the global energy transition, investing in cutting-edge technologies to address the challenge of balancing energy security and sustainability. In 2021, under Nasser’s leadership, Aramco announced its ambition to achieve net-zero Scope 1 and Scope 2 greenhouse gas emissions across its wholly owned and operated assets by 2050.
Commenting on Nasser’s election, Laurence D. Fink, Chairman and CEO of BlackRock, said: “Amin’s distinguished career at Aramco, spanning more than four decades, gives him a unique perspective on many of the key issues facing our firm and our clients. His leadership experience, understanding of the global energy industry and the drivers of the shift towards a low carbon economy, as well as his knowledge of the Middle East region, will all contribute meaningfully to the BlackRock Board dialogue. We are delighted that BlackRock’s Board, employees, and shareholders will have the benefit of his vision and counsel.”
BlackRock takes a strategic approach to board composition, balancing deep institutional and industry knowledge with fresh perspectives on key areas of future growth. BlackRock now has 17 Board members, of which 15 are independent and five are women. One third of BlackRock’s directors have been newly elected over the past five years, reflecting the company’s commitment to continually evolving and benefiting from fresh insights. The Board has and will continue to take into consideration diversity in career experience; gender; race, ethnicity and nationality; and diversity of perspectives when considering director candidates.
Bader M. Alsaad has served the BlackRock Board with distinction since 2019. “Bader’s international investment experience has been instrumental to BlackRock’s success, and I sincerely thank him for his dedication to the firm. The wisdom and guidance that he has given the Board throughout his tenure has been crucial to our growth in the Gulf region and globally,” said Fink.
Amin Hassan Ali Nasser
Amin Hassan Ali Nasser has served as president and CEO of the Saudi Arabian Oil Company, known as Aramco, since 2015, and has held a board seat since 2010. In 2019, he successfully led Aramco’s initial public offering (IPO), which was the largest IPO in history. He joined the company in 1982 as a petroleum engineer and later held vice president and executive roles in its Upstream business.
As president and CEO, Nasser is leading Aramco’s efforts to produce cleaner energy and products through investments in promising technologies such as crude oil-to-chemicals processes, and renewable energy applications; entrepreneurial start-ups focused on cleaner energy solutions; and industry-wide efforts to minimize greenhouse gas emissions. He is also an advocate for an efficient, accessible, and world-class supply chain ecosystem that includes small-to-medium-sized enterprises (SMEs) to support Saudi Aramco’s growing procurement needs.
Nasser is also actively engaged in the advancement of people through education and training, and is a champion of youth advancement and development and supports the company’s Young Leader’s Advisory Board (YLAB), designed to connect Aramco’s leadership with its young professionals.
Outside of his corporate responsibilities, Nasser is a member of the International Advisory Board of the King Fahd University of Petroleum and Minerals; the Board of Trustees of the King Abdullah University of Science & Technology; the World Economic Forum’s International Business Council (IBC); the Massachusetts Institute of Technology Presidential CEO Advisory Board; and the JP Morgan International Council.
The Society of Petroleum Engineers (SPE) awarded Nasser its Lifetime Achievement Award in 2017, and in 2020, he received The Chemists’ Club Kavaler Award by ICIS, and the Energy Intelligence Energy Executive of the Year award.
Nasser holds a bachelor’s degree in petroleum engineering from the King Fahd University of Petroleum and Minerals in Dhahran.
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About BlackRock
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