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in the Certificate of Incorporation), which are no longer applicable as a result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).
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