BlackRock, Inc.
For the period ended May 20, 2026. Filed Apr 10, 2026.
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May 20, 2026 · Filed Apr 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
BLACKROCK, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
BlackRock 2026 Proxy Statement Notice of Annual Meeting | May, 20, 2026
Generating Long-TermShareholder Value
BlackRock, Inc. (“BlackRock” or the “Company”) is a global asset manager with approximately 24,900 employees in more than 30 countries as of December 31, 2025. BlackRock’s focus is to deliver the best investment solutions for each and every client in-line with their objectives and goals.
BlackRock’s diversified platform of alpha-seeking active, private markets, index and cash management investment strategies across asset classes enables us to provide whole portfolio solutions and differentiated outcomes for clients. Our investment platform is supported by our technology and risk management system, Aladdin®, and we offer technology services to a broad base of institutional and wealth management clients. Our diversification and whole portfolio approach helps us build deeper and broader relationships with more clients across market environments.
We have continuously invested in our business to build a comprehensive and integrated investment and technology platform across public and private markets. We believe the diversification and stability of our platform drives strong, long-term performance, which enhances BlackRock’s ability to:
| Generate differentiated organic growth | Leverage our scale | Return capital to shareholders on a consistent and predictable basis |
Over the long term, we have demonstrated our ability to generate organic growth and execute with scale. We have prioritized investment in our business to first drive growth and then return excess cash flow to shareholders. Our capital return strategy has been balanced between dividends, where we target a 40-50% payout ratio, and a consistent share repurchase program. Our framework for generating long-term shareholder value was developed in close collaboration with our Board of Directors (the “Board”), and the Board actively oversees our broader strategy and our ability to successfully execute it.
Since our founding, BlackRock has led by listening to our clients and evolving to help them achieve long-term outcomes. This approach has been central to delivering differentiated growth for shareholders. Clients entrusted BlackRock with a record $698 billion of net inflows in 2025, reflecting 9% organic base fee growth; technology services annual contract value (“ACV”) growth was 16%. We delivered 6% or higher organic base fee growth in each quarter of 2025; and we ended the year with two consecutive quarters of double-digit organic base fee growth, including 12% in the fourth quarter.
The 2025 closings of the HPS Investment Partners (“HPS”) and Preqin Holding Limited (“Preqin”) transactions and the 2024 closing of the Global Infrastructure Partners (“GIP”) transaction significantly scaled and enhanced our private markets investment and data capabilities.
We enter 2026 with strong momentum, and it will be our first year as a fully integrated firm with the combined strength of BlackRock, GIP, Preqin and HPS. We believe we are well-positioned to reshape portfolios for more complex markets, deepen partnerships with clients, and deliver durable, profitable growth for our shareholders.
In 2026, we will continue to focus on the long term and strategically and efficiently invest in BlackRock to deliver profitable growth.
BlackRock, Inc.50 Hudson YardsNew York, New York, 10001
| April 10, 2026To Our Shareholders:Just as we work every day to help our clients prepare for their futures, I know many of you are investing in BlackRock to achieve your own long-term goals. | |
| And you’re doing so at a time of accelerating momentum for our firm. The structural trends reshaping global economies, the growing demand for our solutions across public and private markets, and the strength of our platform all reinforce why this is an exciting time to be a BlackRock shareholder. I want to thank you for the trust and confidence you continue to place in our company.We welcome you to join us virtually on May 20, 2026, at 8:00 a.m. ET for BlackRock’s Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/BLK2026. You may vote your shares via the Internet and submit questions before and during the meeting. As we do each year, we will address the voting items in this year’s Proxy Statement and take your questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy. BlackRock entered 2026 with accelerating momentum across our entire platform. We’re coming off the strongest year of net inflows in our history. Clients awarded BlackRock with nearly $700 billion of new assets in 2025, representing 9% organic base fee growth; and technology services ACV growth was 16%. The consistency of our results stands out even more over the long term, with nearly $2.5 trillion of net inflows over the last five years. And since our IPO, we’ve delivered an annualized total return for our shareholders of 20%, compared to 9% for the S&P 500.We recognize that dividend income and growth is an important part of many of our shareholders’ portfolios. Our belief in our future growth, increasing profitability, and durability of cash flow led us to increase our dividend by 10% per share beginning in the first quarter of this year. That’s our highest dividend increase since 2021, and comes after a record $5 billion payout to shareholders in 2025. | BlackRock’s Board of Directors continues to play an integral role in our governance, strategy, growth and success. Our directors bring a breadth of experience and backgrounds as advisors to our operations, strategy and management. A strong corporate governance framework is critical for executing on our strategy, fulfilling our fiduciary responsibilities to clients, and serving employee and shareholder interests over the long term. We are also focused on engaging with you, our shareholders, to better understand and address issues that are important to you. We’re entering 2026 with elevated momentum and we’re positioned ahead of significant future opportunities. We ended the year with 12% annualized organic base fee growth in the fourth quarter, record flows and a new AUM high of $14 trillion. We’re confident in our organic base fee growth ambitions. We’re focused on our margin and driving profitable growth. We believe this all should translate to future shareholder value through higher earnings and multiple expansion.When we do well for our clients, we also do well for our employees and shareholders. I believe they’ll all be beneficiaries of our growth.Thank you again for your continued commitment to BlackRock. |
| Sincerely,Laurence D. FinkChairman and ChiefExecutive Officer |
BLACKROCK, INC. | 2026 PROXY STATEMENT
Notice of 2026Annual Meeting of Shareholders
| . | Date & TimeWednesday, May 20, 20268:00 a.m. ET |
| Your Vote is Important — How to Vote: | |
| InternetVisit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the webpage.MailComplete and sign the proxy card and return it in the enclosed postage pre-paid envelope.TelephoneIf your shares are held in the name of a broker, bank or other nominee: follow the telephone voting instructions, if any, provided on your voting instruction card.If your shares are registered in your name: call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy card.During the MeetingThe meeting will be virtual. For details on voting your shares during the Annual Meeting, see “Questions and Answers About the Annual Meeting and Voting.” |
Voting Matters
At or before the 2026 Annual Meeting of Shareholders (“Annual Meeting”), we ask that you vote on the following items:
| Proposal · Board Recommendation · Page Reference | ||||
|---|---|---|---|---|
| Item1. | Election of Directors | Vote FOR eachdirector nominee | 7 | |
| Item2. | Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers | . | Vote FOR | 51 |
| Item3. | Ratification of the Appointment of the Independent Registered Public Accounting Firm | Vote FOR | 110 | |
| Item4. | Amendment of Subsidiary Certificate of Incorporation to Remove Pass-Through Voting Provision | . | Vote FOR | 113 |
Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies. This helps us save costs and reduce our impact on the environment.
Beginning on April 10, 2026, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote online. If you attend the Annual Meeting virtually, you may withdraw your proxy and vote online during the Annual Meeting if you so choose.
Your vote is important, and we encourage you to vote promptly, whether or not you plan to attend the Annual Meeting.
By Order of the Board of Directors,
R. Andrew Dickson III
Corporate Secretary
April 10, 2026
BlackRock, Inc.
50 Hudson Yards
New York, New York 10001
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Wednesday, May 20, 2026: Our Proxy Statement and 2025 Annual Report are available free of charge on our website at https://ir.blackrock.com.
BLACKROCK, INC. | 2026 PROXY STATEMENT
Contents
| Financial Highlights | II |
|---|---|
| Proxy Summary | 1 |
| Board Highlights | 2 |
| Governance Highlights | 4 |
| Pay-for-Performance Highlights | 5 |
| 1. Election of Directors | 7 |
| Director Nominees | 7 |
| Director Nomination Process | 8 |
| Director Candidates | 9 |
| Criteria for Board Membership | 9 |
| Director Nominee Biographies | 14 |
| Corporate Governance | 24 |
| Our Corporate Governance Framework | 24 |
| Our Board and Culture | 24 |
| Beyond the Boardroom | 26 |
| Our Board Leadership Structure | 27 |
| Board Self-Evaluation Process | 28 |
| Board Refreshment | 29 |
| Board Committees | 30 |
| Sustainability at BlackRock | 36 |
| BlackRock’s Impact on its People | 37 |
| Corporate Governance Practices and Policies | 40 |
| 2025 Director Compensation | 43 |
| Other Executive Officers | 46 |
| Ownership of BlackRock Common Stock | 47 |
| Certain Relationships and Related Transactions | 49 |
| Transactions with BlackRock Directors, Executive Officers and Other Related Parties | 49 |
| Management Development & Compensation Committee Interlocks and Insider Participation | 50 |
| 2. Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers | 51 |
| Annual Message from the Chair of the Management Development & Compensation Committee | 52 |
| Management Development & Compensation Committee Report | 53 |
|---|---|
| Management Development & Compensation Committee Report on Executive Compensation for Fiscal Year 2025 | 53 |
| Executive Compensation | 54 |
| Compensation Discussion and Analysis | 54 |
| Executive Compensation Tables | 95 |
| CEO Pay Ratio for 2025 | 104 |
| Pay Versus Performance | 105 |
| Equity Compensation Plan Information | 109 |
| 3. Ratification of the Appointment of the Independent Registered Public Accounting Firm | 110 |
| Fees Incurred by BlackRock for Deloitte | 111 |
| Audit Committee Pre-Approval Policy | 111 |
| Audit Committee Report | 112 |
| 4. Amendment of Subsidiary Certificate of Incorporation to Remove Pass-Through Voting Provision | 113 |
| Helpful Resources | 115 |
| Annual Meeting Information | 116 |
| Questions and Answers About the Annual Meeting and Voting | 116 |
| Important Additional Information | 119 |
| Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders | 120 |
| Other Matters | 121 |
| Annex A: Non-GAAP Reconciliation | A-1 |
| Annex B: Amended and Restated Certificate of Incorporation of BlackRock Finance, Inc. | B-1 |
| Index of Frequently Requested Information | |||
|---|---|---|---|
| BlackRock’s Impact on its People | 37 | Pay Versus Performance | 105 |
| Board and Committee Oversight of Cybersecurity | 35 | Peer Group | 74 |
| Board Composition | 11 | Public Policy Engagement | 40 |
| CEO Pay Ratio for 2025 | 104 | Stock Ownership Guidelines for Directors | 43 |
| Clawback Policies | 92 | Stock Ownership Guidelines for NEOs | 91 |
| Director Skills and Experience Matrix | 13 | Sustainability at BlackRock | 36 |
| BLACKROCK, INC. | 2026 PROXY STATEMENT | I |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.