Ownership of BlackRock Common Stock

As of March 31, ~~2018,~~2021, there were ~~160,308,362~~[●] shares of BlackRock’s common stock outstanding.

Amount of beneficial
ownership
of common stock⁽¹⁾

Percent of
common stock
outstanding

Deferred/
Restricted Stock

Units⁽²⁾

Total

The PNC Financial Services Group, Inc. and affiliates⁽³⁾

34,438,549

21.48

–

34,438,549

One PNC Plaza

249 Fifth Avenue

Pittsburgh, PA 15222

The Vanguard Group, Inc.⁽⁴⁾

8,576,055

5.34

–

8,576,055

Amount of beneficial

ownership
of common stock⁽¹⁾

Percent of

common stock
outstanding

Deferred/

Restricted Stock

Units⁽²⁾

Total

The Vanguard Group, Inc.

12,137,641⁽³⁾

7.96%

–

12,137,641⁽³⁾

100 Vanguard Blvd.

Malvern, PA 19355

Abdlatif Y.Al-Hamad

5,177

1,260

6,437

Mathis Cabiallavetta⁽⁵⁾

5,922

1,219

7,141

Bader M. Alsaad

[●]

Mathis Cabiallavetta⁽⁴⁾

[●]

Pamela Daley

2,242

1,287

3,529

[●]

William S. Demchak

1,200

Jessica P. Einhorn

1,914

1,219

3,133

[●]

Laurence D. Fink

1,086,024

20,105

1,106,129

[●]

William E. Ford

2,000

360

2,360

[●]

Fabrizio Freda

3,053

1,219

4,272

[●]

Murry S. Gerber

39,136

1,231

40,367

[●]

Robert L. Goldstein

33,773

9,620

43,393

[●]

James Grosfeld

506,371

1,275

507,646

Margaret L. Johnson

323

334

Robert S. Kapito⁽⁵⁾

392,891

15,325

408,216

Sir Deryck Maughan

14,504

1,219

15,723

Mark S. McCombe

18,997

7,270

26,267

Margaret “Peggy” L. Johnson

[●]

Robert S. Kapito⁽⁴⁾

[●]

Cheryl D. Mills

1,729

1,219

2,948

[●]

Gordon M. Nixon

362

1,262

1,624

[●]

Charles H. Robbins

193

323

516

[●]

Ivan G. Seidenberg

11,991

1,295

13,286

Gary S. Shedlin

18,318

7,153

25,471

[●]

Marco Antonio Slim Domit

2,979

1,266

4,245

[●]

Hans E. Vestberg

[●]

Susan L. Wagner

477,341

1,219

478,560

[●]

Mark Wiedman

[●]

Mark Wilson

323

330

[●]

All directors and executive officers as a group (29 persons)⁽⁵⁾

2,811,542

1.75

105,004

2,916,546

All directors, nominees and executive officers as a group (26 persons)⁽⁴⁾

[●]

[●]%

[●]

*	The number of shares of common stock held by such individual is less than 1.0% of the outstanding shares of common stock.

(1)	Does not include ~~unvested restricted stock (“RS”),~~ unvested/unsettled RSUs and unvested stock options.

(2)	Does not include BPIP ~~awards.~~Awards.

(3)	~~Based on the Schedule 13G of The PNC Financial Services Group, Inc. and affiliates filed on February 2, 2018.~~

~~(4)~~

Based on the Schedule 13G of The Vanguard Group, Inc. filed on February ~~14, 2018.~~10, 2021. The Vanguard Group, Inc. reported it held 0 shares with sole voting power, 236,313 shares with shared voting power, 11,496,927 shares with sole dispositive power and 640,714 shares with shared dispositive power.

~~(5)~~(4)

Includes shares of BlackRock common stock held jointly, indirectly and/or in trust (other than shares the beneficial ownership of which has been disclaimed).

~~Preferred Stock~~

~~As of March 31, 2018, there were 823,188 shares of BlackRock’s Series Bnon-voting~~ convertible participating preferred stock issued and outstanding, which has a liquidation preference of $0.01 per share (the “Series B Preferred Stock”), and 143,458 shares of BlackRock’s Series C~~non-voting~~ convertible participating preferred stock issued and outstanding, which has a liquidation preference of $40.00 per share (the “Series C Preferred Stock”). As of March 31, 2018, PNC owned all issued and outstanding shares of our Series B Preferred Stock and Series C Preferred Stock.

~~BLACKROCK, INC.~~ ~~2018 PROXY STATEMENT~~ 37

BLACKROCK, INC.

2021 PROXY STATEMENT

D-1

Annex E:

Amendments to Our Charter to

Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C

The proposed amendments to our Charter to eliminate certain provisions that are no longer applicable and make certain other technical revisions are as follows:

Amended and Restated Certificate of Incorporation

Article FOURTH, section C would be amended and restated to read in its entirety as follows:

C. Common Stock.

~~(1)For so long as any Stockholder Agreement shall remain in effect, the Corporation shall recognize the restrictions on transfer contained therein with respect to the parties thereto;~~~~provided~~ that in connection with any transfer of any stock of the Corporation pursuant to or as permitted by the Stockholder Agreement, or in connection with the making of any determination referred to therein:

~~(a)~~the Corporation shall be under no obligation to make any investigation of facts unless an officer, employee or agent of the Corporation responsible for making such transfer or determination has substantial reason to believe, or unless the Board of Directors (or a committee of the Board of Directors designated for the purpose) determines that there is substantial reason to believe, that any affidavit or other document is incomplete or incorrect in a material respect or that an investigation would disclose facts upon which any determination should be made, in either of which events the Corporation shall make or cause to be made such investigation as it may deem necessary or desirable in the circumstances and have a reasonable time to complete such investigation; and

~~(b)neither the Corporation nor any director, officer, employee or agent of the Corporation shall be liable in any manner for any action taken or omitted in good faith.~~

~~(2)~~ No stockholder shall be entitled to exercise any right of cumulative voting.

Article SIXTH would be amended and restated to read in its entirety as follows:

SIXTH:A. Powers of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall be constituted as provided in this Article and as provided by law.

B. Number of Directors.~~The Board of Directors shall initially consist of 17 directors, which~~Subject to the rights of holders of Preferred Stock, the number of directors~~may be increased or decreased~~shall be fixed from time to time~~pursuant to a~~by resolution adopted by the affirmative vote of a majority of the entire Board of Directors~~, subject to the provisions of the Bylaws and any Stockholder Agreement~~then in office.

C. Election and Term.A director shall be elected to hold office until the expiration of the term for which such person is elected, and until such person’s successor shall be duly elected and qualified. Commencing at the annual meeting of stockholders that is held in calendar year 2013 (the“~~2013 Annual Meeting~~”~~), the~~The directors of the Corporation shall be elected annually~~for terms of one year, except that any director in office at the 2013 Annual Meeting whose term expires at the annual meeting of stockholders in calendar year 2014 or calendar year 2015 (a~~“~~Continuing Classified Director~~”~~) shall continue to hold office until the end of the term for whichsuchdirector was elected and until such director’s successor shall have been elected and qualified. Accordingly, at each annual~~

~~A. The Board of Directors recommends a vote FOR all nominees listed in Item 1, FOR Item 2, FOR Item 3 and FOR Item 4.~~

BLACKROCK, INC. 2021 PROXY STATEMENT

1.E-1

Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C

~~meeting of stockholders after the terms of all Continuing Classified Directors have expired, all directors shall be elected~~for terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. Any vacancies created in the Board of Directors through and increase in the number of directors or otherwise may be filled in accordance with the Bylaws of the Corporation and the applicable laws of the State of Delaware.

D. Removal of Directors. Except as may be provided in a resolution or resolutions providing for any class or series of Preferred Stock with respect to any directors elected by the holders of such class or series, any director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the votes of capital stock then entitled to vote in the election of directors at a meeting of stockholders called for that purpose~~, except that Continuing Classified Directors and any director appointed to fill a vacancy of any Continuing Classified Director may be removed only for cause~~.

E. Meetings of the Board of Directors. Meetings of the Board of Directors may be held within or without the State of Delaware, as the Bylaws may provide.

F. Quorum; Required Vote.

G.Except as otherwise provided by law ~~or any Stockholder Agreement, but only until the termination of such Stockholder Agreement in accordance with its terms~~:

(1) at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and

(2) the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Article NINTH would be deleted in its entirety and currently reads as follows:¹

~~NINTH~~:~~A. Certain Acknowledgments~~. The provisions of this Article Ninth shall regulate and define the conduct of certain of the business and affairs of the Corporation in relation to any Significant Stockholder and Affiliated Companies (as defined below in this Article Ninth) thereof, in recognition and anticipation that:

~~(1)one or moreSignificant Stockholder will be a significant stockholderof the Corporation~~;

~~(2)the directors, officers and/or employees of Significant Stockholders or of Affiliated Companies thereof may serve as directors of the Corporation;~~

~~(3)~~Significant Stockholders and the Affiliated Companies thereof engage, are expected to continue to engage, and may in the future engage in the same, similar or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities than overlap with or compete with those in which the Corporation, directly or indirectly, may engage;

~~(4)the Corporation and Affiliated Companies thereof will or may engage in material business transactions with a Significant Stockholder and Affiliated Companies thereof; and~~

~~(5)~~as a consequence of the foregoing, it is in the best interests of the Corporation that the respective rights and duties of the Corporation, any Significant Stockholder and the Affiliated Companies of each, and the duties of any directors or officers of the Corporation who are also directors, officers or employees of the Significant Stockholder or Affiliated Companies thereof, be determined and delineated in respect of any agreements, arrangements or transactions between, or opportunities that may be suitable for both, the Corporation and Affiliated Companies thereof, on the one hand, and the Significant Stockholder and Affiliated Companies thereof, on the other hand.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Ninth.

The provisions of this Article Ninth are in addition to, and not in limitation of, the provisions of the DGCL and the other provisions of this Certificate of Incorporation. Any agreement, arrangement, transaction or business relationship which does not comply with the procedures set forth in this Article Ninth shall not by reason thereof be deemed void or voidable or result in any breach of any fiduciary duty or duty of loyalty or failure to act in good faith or in the best interests of the Corporation or derivation of any improper personal benefit, but shall be governed by the provisions of this Certificate of Incorporation, the Bylaws, the DGCL and other applicable law.

B. Certain Agreements, Arrangements and Transactions Permitted; Certain Fiduciary Duties of Certain Stockholders, Directors and Officers. The Corporation may from time to time enter into and perform, and cause or permit any Affiliated Company of the Corporation to enter into and perform, one or more agreements (or modifications or supplements to pre-existing agreements), arrangements or transactions with a Significant Stockholder or Affiliated Companies thereof pursuant to which the Corporation or an Affiliated Company thereof, on the one hand, and the Significant Stockholder or an Affiliated Company thereof, on the other hand, agree to or do engage in transactions of any kind or nature with each other or with Affiliated Companies thereof and/or agree to or do

¹	In the event that Article NINTH is deleted, all subsequent Articles would be renumbered.

~~Election of Directors~~

~~For~~

~~Against~~

~~Abstain~~

E-2

~~Nominees:~~BLACKROCK, INC. 2021 PROXY STATEMENT

Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C

compete, or refrain from competing or limit or restrict their competition, with each other, including allocating and causing their respective directors, officers and employees (including any who are directors, officers or employees of both) to allocate opportunities between or to refer opportunities to each other. No such agreement, arrangement or transaction shall be considered void or voidable solely (i) due to the nature of the parties thereto or due to the existence of circumstances as described in paragraph (A) of this Article Ninth or (ii) because any one or more of the officers or directors of the Corporation who are also directors or officers of the Significant Stockholder or any Affiliated Companies thereof are present at or participate in the meeting of the Board of Directors or committee thereof which authorizes the agreement, arrangement or transaction, or solely because his or their votes are counted for such purpose. No such agreement, arrangement or transaction or the performance thereof by the Corporation or the Significant Stockholder or any Affiliated Company thereof shall be considered (i) contrary to any fiduciary duty or duty of loyalty that the Significant Stockholder or any Affiliated Company thereof may owe to the Corporation or any Affiliated Company thereof or to any stockholder or other owner of an equity interest in the Corporation by reason of the Significant Stockholder or any Affiliated Company thereof being a Significant Stockholder of the Corporation or participating in control of the Corporation or any Affiliated Company thereof or (ii) contrary to any fiduciary duty or duty of loyalty of any director or officer of the Corporation who is also a director, officer or employee of the Significant Stockholder or any Affiliated Company thereof to the Corporation or such Affiliated Company or any stockholder or other owner of an equity interest therein. In addition, with respect to any such agreement, arrangement or transaction, the directors and officers of the Corporation who are also directors and officers of the Significant Stockholder or any Affiliated Company thereof (i) shall have fully satisfied their fiduciary duties to the Corporation and the stockholders, (ii) shall be deemed to have acted in good faith and in a manner such persons reasonably believe to be in and not opposed to the best interests of the Corporation and (iii) shall be deemed not to have breached their duties of loyalty to the Corporation and its stockholders and not to have derived an improper personal benefit therefrom, if such agreement, arrangement or transaction shall have been approved in accordance with the terms of any Stockholder Agreement to which such Significant Stockholder is a party.

Neither a Significant Stockholder, as a stockholder of the Corporation, nor any Affiliated Company thereof, shall have or be under any fiduciary duty or duty of loyalty to refrain from entering into any agreement or participating in any agreement, arrangement or transaction that meets the requirements of this paragraph (B) and no director of the Corporation who is also a director, officer or employee of the Significant Stockholder or any Affiliated Company thereof shall have or be under any fiduciary duty or duty of loyalty to the Corporation to refrain from acting on behalf of the Corporation or any Affiliated Company thereof in respect of any such agreement, arrangement or transaction or performing any such agreement, arrangement or transaction in accordance with its terms. The failure of any agreement, arrangement or transaction between the Corporation or an Affiliated Company thereof, on the one hand, and the Significant Stockholder or an Affiliated Company thereof, on the other hand, to satisfy the requirements of this Article Ninth shall not, by itself, cause such agreement, arrangement or transaction to constitute any breach of any fiduciary duty or duty of loyalty to the Corporation or to any Affiliated Company thereof, or to any stockholder or other owner of an equity interest therein, by the Significant Stockholder or such Affiliated Company thereof or by any director or officer of the Corporation, the Significant Stockholder or any of their respective Affiliated Companies.

For purposes of this Article Ninth, any agreement, arrangement or transaction with any corporation, partnership, joint venture, association or other entity in which the Corporation owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar ownership interests, or with any officer or director thereof, shall be deemed to be an agreement, arrangement or transaction with the Corporation.

~~C. Corporate Opportunities.~~

(1) A Significant Stockholder and its Affiliated Companies shall have no fiduciary duty, duty of loyalty or other duty not to (i) engage in the same or similar activities or lines of business as the Corporation, (ii) do business with any client or customer of the Corporation or (iii) employ or otherwise engage any officer or employee of the Corporation, and none of the Significant Stockholder nor its Affiliated Companies nor any officer or director thereof shall be liable to the Corporation or its stockholders or other owner of an equity interest therein for breach of any fiduciary duty or duty of loyalty by reason of any such activities of the Significant Stockholder or any Affiliated Company thereof or of such person’s participation therein. In the event that a Significant Stockholder or any Affiliated Company thereof acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Significant Stockholder or any Affiliated Company thereof and the Corporation, neither the Significant Stockholder nor its Affiliated Companies nor any officer or director thereof (even if such officer or director is also an officer or director of the Corporation) shall have any duty to communicate or present such corporate opportunity to the Corporation and shall not be liable to the Corporation or its stockholders or other owner of an equity interest therein for breach of any fiduciary or duty of loyalty by reason of the fact that the Significant Stockholder or any Affiliated Company thereof pursues or acquires such corporate opportunity for itself or the Significant Stockholder or any of its Affiliated Companies or any officer or director thereof (even if such officer or director is also an officer or director of the Corporation) directs such corporate opportunity to another person or does not present such corporate opportunity to the Corporation.

(2) For the purposes of this Article Ninth, “corporate opportunities” shall include, but not be limited to, business opportunities which the Corporation is financially able to undertake, which are, from their nature, in the line of the Corporation’s business, are of practical advantage to it and are ones in which the Corporation has an interest or a reasonable expectancy, and in which, by embracing the


		BLACKROCK, INC. 2021 PROXY STATEMENT		E-3

Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C

~~opportunities, the self-interest of a Significant Stockholder or any Affiliated Company or its officers or directors, will be brought into conflict with that of the Corporation.~~

(3) If any agreement, arrangement or transaction between the Corporation and a Significant Stockholder and any Affiliated Company involves a corporate opportunity and is approved in accordance with the procedures set forth in paragraph (B) of this Article Ninth, the officers and directors of the Corporation, the Significant Stockholder and any Affiliated Company and their officers and directors shall (even if such officers and directors are also directors of the Corporation) also for the purposes of this Article Ninth and the other provisions of this Certificate of Incorporation and the provisions of the Bylaws (a) have fully satisfied and fulfilled their fiduciary duties to the Corporation and its stockholders or other owner of an equity interest therein, (b) be deemed to have acted in good faith and in a manner such persons reasonably believe to be in and not opposed to the best interests of the Corporation and (c) be deemed not to have breathed their duties of loyalty to the Corporation and its stockholders or other owner of an equity interest therein and not to have derived an improper personal benefit therefrom. Any such agreement, arrangement or transaction involving a corporate opportunity not so approved shall not by reason thereof result in any such breach of any fiduciary duty or duty of loyalty or failure to act in good faith or in the best interests of the Corporation or derivation of any improper personal benefit, but shall be governed by the other provisions of this Article Ninth, this Certificate of Incorporation, the Bylaws, the DGCL and other applicable law.

D. Modification.No alteration, amendment or repeal of any provision of this Article Ninth shall terminate the effect of such provisions or eliminate or reduce the effect of this Article Ninth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Ninth, would accrue or arise, prior to such alteration, amendment or repeal.

E. For purposes of this Article Ninth, “Affiliated Company” shall mean in respect of any Significant Stockholder any company which controls, is controlled by or is under common control with such Significant Stockholder (other than the Corporation and any company that is controlled by the Corporation) and in respect of the Corporation shall mean any company controlled by the Corporation.

Article TWELFTH would be amended and restated to read in its entirety as follows:

~~TWELFTH~~ELEVENTH:Bylaw Amendments. The Bylaws of the Corporation may be adopted, consistent with law and the provisions of this Certificate of Incorporation (including any Preferred Stock Designation), and once adopted, any Bylaw may be altered or repealed by: (1) the affirmative vote of at least a majority of the members of the Board of Directors then in office, or (2) the affirmative vote of at least a majority of the voting power of the Voting Stock;~~provided~~ that any adoption, alteration or repeal of a Bylaw by the Board of Directors, if such adoption, alteration or repeal would be inconsistent with the provisions of any Stockholder Agreement, shall require such approval, if any, as shall be required by the terms of such Stockholder Agreement..

Article FIFTEENTH would be amended and restated to read in its entirety as follows:

~~FIFTEENTH~~FOURTEENTH: For purposes of this Certificate of Incorporation, the following definitions shall apply:

(1) “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that neither the Corporation nor any of its Controlled Affiliates shall be deemed to be a Subsidiary or Affiliate of any Person who is or becomes a party to a Stockholder Agreement solely by virtue of the Beneficial Ownership by such Person of Capital Stock, the election of Directors nominated by such Person to the Board, the election of any other Directors nominated by the Board or any other action taken by such Person which is expressly permitted under a Stockholder Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth on such Person in, such Stockholder Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).

(2) “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Commission under the Securities Exchange Act of 1934, as amended; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will any Person who is or becomes a party to a Stockholder Agreement be deemed to Beneficially Own any securities which it has the right to acquire pursuant to any Stockholder Agreement unless, and then only to the extent that, it shall have actually exercised such right. For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates (including as Affiliates for this purpose its officers and directors only to the extent they would be Affiliates solely by reason of their equity interest) or any Group of which such Person or any such Affiliate is or becomes a member; provided, however, that securities Beneficially Owned by any Person shall not include any Voting Securities or other securities held by such Person and its Controlled Affiliates in trust, managed, brokerage, custodial, nominee or other customer accounts; in trading, inventory, lending or similar accounts of such Person and Controlled Affiliates of such Person~~which are broker-dealers or otherwise engaged in the securities business; or in pooled investment vehicles sponsored, managed and/~~


E-4		BLACKROCK, INC. 2021 PROXY STATEMENT				~~1a. Mathis Cabiallavetta~~

Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C

or advised or subadvised by such Person and its Controlled Affiliates except, if they Beneficially Own more than 25% of the ownership interests in a pooled investment vehicle, to the extent of their ownership interests therein;~~provided~~ that in each case, such securities were acquired in the ordinary course of business of their securities business and not with the intent or purpose of influencing control of the Corporation or avoiding the provisions hereof or of any Stockholder Agreement. The term“~~Beneficially Own~~” ~~shall have a correlative meaning.~~

(31) “Capital Stock” means any and all shares (however designated, whether voting or non-voting) of capital stock issued by the Corporation.

(4) “control”(including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means, or otherwise to control such Person within the meaning of such term as used in Rule 405 under the Securities Act of 1933, as amended. For purposes of this definition, a general partner or managing member of a Person shall always be considered to control such Person provided, however, that a Person shall not be treated as having any control over any collective investment vehicle to which it provides services unless it or an Affiliate has a proprietary economic interest exceeding 25% of the equity interest in such collective investment vehicle.

~~(5) “Controlled Affiliate” of any Person means a Person that is directly or indirectly controlled by such other Person.~~

(62) each reference to a “person” shall be deemed to include not only a natural person, but also a corporation, partnership, joint venture, association or legal entity of any kind; each reference to a “natural person” (or to a “record holder” of shares, if a natural person) shall be deemed to include, in his, her or its representative capacity, a guardian, committee, executor, administrator or other legal representative of such natural person or record holder;.

~~(7)~~“~~Significant Stockholder~~” ~~shall mean a person who is a party to a Stockholder Agreement and who Beneficially Owns more than twenty percent (20%) of the Voting Stock.~~

~~(8)~~“Stockholder Agreement” shall mean any agreement to which the Corporation and a holder of Capital Stock is a party that is in effect on the date of issuance of the initial shares of Series A Participating Preferred Stock of the Corporation and that relates to the voting of shares of capital stock by such holder;

~~(9)~~“Subsidiary” shall mean, as to any person or entity, a corporation, part ownership, joint venture, association or other entity in which such person or entity beneficially owns (directly or indirectly) fifty percent (50%) or more of the Voting Stock or outstanding voting power, partnership interests or similar voting interests; and

(103) “Voting Stock” shall mean the then outstanding shares of Capital Stock of the Corporation entitled to vote generally on the election of directors and shall exclude any class or series of capital stock of the Corporation only entitled to vote in the event of dividend arrearages or any default under any provision of such series thereon, whether or not at the time of determination there are any such dividend arrearages or defaults.

☐☐☐

BLACKROCK, INC. 2021 PROXY STATEMENT

~~1b. Pamela Daley~~

☐

~~1c. William S. Demchak~~

☐

~~1d. Jessica P. Einhorn~~

☐

~~1e. Laurence D. Fink~~

☐

~~1f. William E. Ford~~

☐

~~1g. Fabrizio Freda~~

☐

~~1h. Murry S. Gerber~~

☐

~~1i. Margaret L. Johnson~~

☐

~~1j. Robert S. Kapito~~

☐

~~1k. Sir Deryck Maughan~~

☐

~~1l. Cheryl D. Mills~~

☐

~~1m. Gordon M. Nixon~~

☐

~~1n. Charles H. Robbins~~

☐

~~1o. Ivan G. Seidenberg~~

☐

~~1p. Marco Antonio Slim Domit~~

☐

~~1q. Susan L. Wagner~~

☐

~~1r. Mark Wilson~~

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.E-5

Mission Statement

on Sustainability

BlackRock’s purpose is to help more and more people experience financial well-being. We are committed to embedding sustainability across our business because we believe that integrating sustainability can help investors build more resilient portfolios and achieve better long-term, risk-adjusted returns. That is why we are making sustainability integral to the way we manage risk, generate alpha, build portfolios, pursue investment stewardship and operate our business.

LOGO

Investment

Integration

We have integrated
ESG into 100% of
our active and
advisory investment
strategies.

Sustainable Solutions

We are making it easier and more affordable for people to access sustainable investing.

Research and Insights

We are developing research and generating insights into how ESG factors affect the long-term financial performance of companies.

Data and Analytics

We are providing investors with the analytical tools and data, powered by Aladdin, needed to address ESG risks and opportunities.

Investment Stewardship

We are making sustainability central to our investment stewardship activities with companies we invest in on behalf of clients.

Corporate Sustainability

We are embedding sustainability across our strategy and operations and are committed to leading by example to promote a more sustainable world.

~~For~~

~~Against~~

~~Abstain~~

~~Approval, in anon-binding~~ ~~advisory vote, of the compensation for named executive officers.~~

☐

~~Approval of an Amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan.~~

☐

~~Ratification of the appointment of Deloitte LLP as BlackRock’s independent registered public accounting firm for the fiscal year 2018.~~

☐

~~Shareholder Proposal - The Board of Directors recommends a vote AGAINST Item 5.~~

~~Shareholder Proposal - Production of an Annual Report on Certain Trade Association and Lobbying Expenditures.~~

☐

~~For address changes and/or comments, please check this box and write them on the back where indicated.~~

☐

~~All shares will be voted as instructed above. In the absence of instructions, all shares will be voted with respect to registered shareholders that return a signed proxy card, FOR all nominees listed~~ A+ / A

in ~~Item 1, FOR Item 2, FOR Item 3, FOR Item 4 and AGAINST Item 5, and with respect to participants~~every category in the ~~BlackRock, Inc. Retirement Savings Plan, in the manner required or permitted by the governing plan documents.~~2020 Principles for Responsible Investment (“PRI”) Assessment Report¹

in the Capital Markets industry on Forbes and JUST Capital’s list of America’s Most JUST Companies for 2020²

among the top 50 companies in the world that drive a “measurable social impact” through their business activities according to Fortune Magazine³

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

on Refinitiv’s 2020 top 100 most diverse and inclusive organizations globally⁴


	(1)		The PRI Reporting Framework is a key step in the journey towards building a common language and industry standard for reporting responsible investment (RI) activities. Its primary objective is to enable signatory transparency on RI activities and facilitate dialogue between investors and their clients, beneficiaries and other stakeholders. As a signatory, BlackRock commits to uphold all six principles and has submitted a 2020 PRI Transparency Report and has received PRI’s Assessment of that report in 25 investment categories.
	(2)	The 2020 list of America’s Most JUST Companies celebrates U.S. corporations that outperform their peers in the Russell 1000 on the priorities of the American people – including issues like fair pay, ethical leadership, good benefits and work-life balance, equal opportunity, customer treatment and privacy, community support, environmental impact, and delivering shareholder return. By balancing the needs of all stakeholders, JUST 100 companies demonstrate that profits and purpose can go hand in hand. Read more about methodology at https://justcapital.com/our-methodology/
	(3)	BlackRock was ranked #5 on Fortune Magazine’s Change the World list. Fortune Magazine, in partnership with the Shared Value Initiative built the Change the World list on the premise that the profit motive can inspire companies to tackle society’s unmet needs. The 2020 list includes 50 companies identified as tackling the world’s most urgent problems. All companies are eligible for nomination. Nominees are assessed on four criteria: measurable social impact, business results, degree of innovation and corporate integration. Read more on methodology at https://fortune.com/franchise-list-page/methodologychange-the-world-2020/
	(4)
~~Signature (Joint Owners)~~				~~Date~~	Refinitiv’s Diversity & Inclusion ratings cover 9,000 publicly listed companies, as measured by 24 metrics across four pillars (Diversity, Inclusion, People Development and News and Controversies). Read more about methodology at https://www.refinitiv.com/content/dam/marketing/en_us/documents/methodology/diversity-inclusion-rating- methodology.pdf



Generate	Leverage our scale ~~Generate~~ ~~differentiated~~ ~~organic growth~~	Return capital to

differentiated	for the benefit of all	~~Leverage our~~ ~~scale for the~~ ~~benefit of clients~~ ~~and~~ shareholders on

organic growth	stakeholders	~~Return capital~~ ~~to shareholders~~ on a consistent and

		~~and~~ predictable basis ~~basis~~



Proposal	Board Recommendation			Page Reference

Item 1 Election of Directors			Vote FOR each director nominee		~~Page~~ ~~Reference~~ 11

~~Item 1~~ ~~Election of Directors~~		~~FOR~~			8
Item 2Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers			Vote FOR		53

Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm			Vote FOR		91

Items 4A-4CApproval of Amendments to Our Amended and Restated Certificate of Incorporation (the “Charter”) to (i) provide shareholders with the right to call a special meeting, (ii) eliminate certain supermajority vote requirements and (iii) eliminate certain provisions that are no longer applicable and make certain other technical revisions			Vote FOR		94

Item 5 Shareholder Proposal – Production of a Report on the “Statement on the Purpose of a Corporation”			Vote AGAINST		~~FOR~~99

Item 6 Shareholder Proposal – Amend Certificate of Incorporation to Convert to a Public Benefit Corporation			Vote AGAINST		44102



	Internet		Mail
~~Item 3~~ ~~Approval~~Visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the web page.		Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.


	Telephone		During the Meeting
If your shares are held in the name of ~~an Amendment to~~a broker, bank or other nominee: Follow the ~~BlackRock, Inc. Second Amended~~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 ~~Restated 1999 Stock Award and Incentive Plan~~follow the telephone voting instructions. You will need the control number that appears on your proxy card.		~~FOR~~This year’s meeting will be virtual. For details on voting your shares during the Annual Meeting, see “Questions and Answers about the Annual Meeting and Voting.”


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 to each of our shareholders. By doing so, we save costs and reduce our impact on the environment. Beginning on April [●], 2021, 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,		77How to Sign up for Electronic Delivery	It’s easier and faster to receive future shareholder materials electronically. Remember, you can change your preference at any time. To sign up for electronic delivery: If your shares are registered in your name, please visit www.proxyvote.com and follow the instructions. If your shares are held in the name of a broker, bank or other nominee, please contact them for instructions on how to sign up for electronic delivery.
		77How to Sign up for Electronic Delivery

R. Andrew Dickson III Corporate Secretary April [●], 2021	BlackRock, Inc. 55 East 52nd Street, New York, New York 10055


Payment of Filing Fee (Check the appropriate box):
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Proxy Summary			2

Governance Highlights			3

Compensation Discussion and Analysis Highlights			7

Item 41 Election of Directors			11

Director Nominees			11

Director Nomination Process			12

Criteria for Board Membership			12

Director Candidate Search			15

Director Nominee Biographies			16

Corporate Governance			24

Our Corporate Governance Framework			24

Our Board and Culture			24

Our Board Leadership Structure			27

Board Evaluation Process			28

Board Refreshment			29

Board Committees			30

Sustainability at BlackRock			36

BlackRock’s Impact on its People			38

Corporate Governance Practices and Policies			42

Shareholder Engagement and Outreach			43

Communications with the Board			44

2020 Director Compensation			44

Other Executive Officers			47

Ownership of BlackRock Common Stock			48

Certain Relationships and Related Transactions			50

PNC and its Subsidiaries			50

Transactions with BlackRock Directors, Executive Officers and Other Related Parties			51

Management Development & Compensation Committee Interlocks and Insider Participation			52

Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers			53


Management Development & Compensation Committee Report			54

Executive Compensation			55

Compensation Discussion and Analysis (see separate table of contents)			55

Executive Compensation Tables			82

Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm			~~FOR~~91

Fees Incurred by BlackRock for Deloitte			83 92

Audit Committee Pre-Approval Policy			92

Audit Committee Report			93

Items 4A-4C Approval of Amendments to Our Charter			94

Item 5 Shareholder Proposal – Production of ~~an Annual~~a Report on ~~Certain Trade Association and Lobbying Expenditures~~the “Statement on the Purpose of a Corporation”			~~AGAINST~~ 99

Item 6 Shareholder Proposal – Amend Certificate of Incorporation to Convert to a Public Benefit Corporation			86 102

Annual Meeting Information			104

Questions and Answers About the Annual Meeting and Voting			104

Important Additional Information			106

Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders			107

Other Matters			108

Annex A
Non-GAAP Reconciliation			A-1

Annex B
Description of PNC Stockholder Agreement			B-1


Annex C
Amendment to Our Charter to Provide Shareholders the Right to Call Special Meetings – Item 4A			C-1

Annex D
Amendment to Our Charter to Eliminate Supermajority Voting Requirements – Item 4B			D-1

Annex E
Amendments to Our Charter to Eliminate Provisions That Are No Longer Applicable and Make Other Technical Revisions – Item 4C			E-1


~~Proxy Summary~~ AUM			1	Assets under Management

~~ITEM 1 Election of Directors~~CEO		Chief Executive Officer
	8
CFO		Chief Financial Officer

Committees		The Audit, Management Development & Compensation, Nominating, Governance & Sustainability, Risk and Executive Committees

Compensation Committee		Management Development & Compensation Committee

COO		Chief Operating Officer

Deloitte		Deloitte & Touche LLP

ESG		Environmental, social and governance

GAAP		Generally Accepted Accounting Principles in the United States

GEC		Global Executive Committee

~~Director Nominees~~Governance Committee		Nominating, Governance & Sustainability Committee
	8
NEO		Named Executive Officer

NTM		Next Twelve Months

NYSE		New York Stock Exchange

PAC		Political Action Committee

PNC		The PNC Financial Services Group, Inc.

RSU		Restricted Stock Unit

SEC		Securities and Exchange Commission

~~Director Nomination Process~~Traditional Peers			9

~~Criteria for Board Membership~~			10

~~Director Candidate Search~~			11

~~Director Nominee Biographies~~			12

~~Corporate Governance~~			21

~~Our Corporate Governance Framework~~			21

~~Our Board Leadership Structure~~			22

~~Board Evaluation Process~~			23

~~Board Refreshment~~			24

~~Board Committees~~			25

~~Corporate Governance Practices~~Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and ~~Policies~~			29

~~Shareholder Engagement and Outreach~~			31

~~Communications with the Board~~			31

~~2017 Director Compensation~~			32

~~Other Executive Officers~~			35

~~Ownership of BlackRock Common and Preferred Stock~~			36

~~Section 16(a) Beneficial Ownership Reporting Compliance~~			38

~~Certain Relationships and Related Transactions~~			39

~~Management Development and Compensation Committee Interlocks and Insider Participation~~			43

~~ITEM 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers~~			44	T. Rowe Price


~~Management Development and Compensation Committee Report~~			45

~~Executive Compensation~~			46

~~Compensation Discussion and Analysis~~ ~~(see separate table of contents)~~			46

~~Summary of Executive Compensation Tables~~			68

~~ITEM 3 Approval of an Amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan~~			77

~~ITEM 4 Ratification of the Appointment of the Independent Registered Public Accounting Firm~~			83

~~Fees Incurred by BlackRock for Deloitte LLP~~			84

~~Audit CommitteePre-Approval~~ ~~Policy~~			84

~~Audit Committee Report~~			85

~~ITEM 5 Shareholder Proposal – Production of an Annual Report on Certain Trade Association and Lobbying Expenditures~~			86

~~Annual Meeting Information~~			89

~~Questions and Answers about the Annual Meeting and Voting~~			89

~~Important Additional Information~~			91

~~Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders~~			92

~~Other Matters~~			93

~~ANNEX ANon-GAAP~~ ~~Reconciliation~~			~~A-1~~

~~ANNEX B Amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan~~			~~B-1~~



	Board Recommendation				Page Reference

ITEM 1.Election of Directors The Board believes that each of the director nominees ~~have~~has the knowledge, experience, skills and ~~backgrounds~~background necessary to contribute to an effective and well-functioning Board.			Vote FOR each director nominee			11

ITEM 2.Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers BlackRock seeks anon-binding advisory vote from its shareholders to approve the compensation of the ~~named executive officers~~NEOs as disclosed ~~and discussed~~ in this Proxy Statement. The Board values the opinions of our shareholders and will take into ~~account~~consideration the outcome of the advisory vote when considering future executive compensation decisions.				VoteFOR			53

ITEM 3. ~~Approval of an Amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan~~ BlackRock is asking shareholders to approve an amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan (“Stock Plan”) to increase the number of shares of common stock authorized for issuance under the Stock Plan. This increase will allow BlackRock to continue to provide equity incentive awards as part of our~~pay-for-performance~~ ~~compensation program, which the Board believes is essential to maintaining a competitive compensation program aligned with shareholder interests.~~		~~VoteFOR~~
~~ITEM 4.~~Ratification of the Appointment of the Independent Registered Public Accounting Firm The Audit Committee has appointed Deloitte ~~LLP~~ to serve as BlackRock’s independent registered public accounting firm for the ~~2018 fiscal~~2021 calendar year and this appointment is being submitted to our shareholders for ratification. The Audit Committee and the Board believe that the continued retention of Deloitte ~~LLP~~ to serve as BlackRock’s independent ~~auditors~~auditor is in the best interests of the Company and its shareholders.			Vote FOR			91

ITEMS 4A-4C.Approval of Amendments to Our Charter The Board recommends that shareholders approve amendments to BlackRock’s Charter, which would (i) provide shareholders with the right to call a special meeting, (ii) eliminate certain supermajority vote requirements and (iii) eliminate certain provisions that are no longer applicable and make certain other technical revisions.			VoteFOR			94

ITEM 5.Shareholder Proposal —– Production of ~~an Annual~~a Report on ~~Certain Trade Association and Lobbying Expenditures~~the “Statement on the Purpose of a Corporation” The Board believes that the actions requested by the proponent are unnecessary and not in the best interest of our shareholders.				VoteAGAINST			99

•	Enhanced disclosure on Board diversity – see “Board Profile and ~~search process (see~~Diversity” and “Board Diversity” ~~and “~~~~Director Candidate Search~~” on pages 104 and ~~11, respectively)~~
		•	~~Enhanced disclosure on our Board and BlackRock’s culture (see~~~~“Our Board and Culture: Engaged and vital to our success”~~ ~~on page 21 and~~~~“Director Engagement — BlackRock Corporate Culture and Purpose”~~ ~~on page 24)~~
		•	~~Updates to our Compensation Disclosure and Analysis~~
		•	~~BlackRock’s Mission Statement on Sustainability~~13



		8 years: Average tenure of
		all director nominees
		6 years: Average tenure of
		independent director nominees


		BLACKROCK, INC. 2021 PROXY STATEMENT		~~Proxy Summary~~ ●~~Our Director Nominees~~				5


		● Chairperson


				~~Proxy Summary~~ ●~~Governance Highlights~~


• ~~$10 million for the Chief Executive Officer (“CEO”);~~		$10 million for the CEO; $5 million for the President; and $2 million for all other GEC members. As of December 31, 2020, all NEOs exceeded our stock ownership guidelines. ~~As of December 31, 2017, all NEOs exceeded our stock ownership guidelines~~.
• ~~$5 million for the President; and~~
• ~~$2 million for all other GEC members.~~




•What We Do		Review pay and performance alignment;
•		Balance ~~short~~short- and long-term incentives, cash and equity and fixed and variable pay elements;
•		Maintain a clawback ~~policy;~~
•		policy that allows for the recoupment of annual and long-term performance-based compensation in the event that financial results require a significant restatement due to the actions of an employee; Provide for the forfeiture of equity awards upon certain restrictive covenant breaches and other actions constituting cause for termination; Requireone-year minimum vesting for awards granted under the BlackRock, Inc. Second Amended and Restated 1999 Stock ~~Plan;~~
•		Award and Incentive Plan (the “Stock Plan”); Maintain ~~robust~~meaningful stock ownership and retention guidelines;
•		Prohibit hedging, pledging or short selling of BlackRock ~~securities;~~
•		securities by Section 16 officers and directors; Limit perquisites;
•		Assess and mitigate compensation risk;
•		Solicit an annual advisory vote on executive compensation; and
•		Annually review the independence of the compensation consultant retained by the ~~Management Development &~~ Compensation ~~Committee (the “Compensation Committee”).~~Committee.




•		What We Don’t Do No ongoing employment agreements or guaranteed compensation arrangements for NEOs;
•		No automatic single trigger vesting of equity awards or transaction bonus payments upon a change-in-control;
•		No dividends or dividend equivalents on unearned ~~restricted stock, restricted stock units,~~RSUs, stock options or stock appreciation rights;
•		No repricing of stock options;
•		No cash buyouts of underwater stock options;
•		No tax reimbursements for perquisites;
•		No taxgross-ups for excise taxes;
•		No supplemental retirement benefits for NEOs; and
•		No supplemental severance benefits for NEOs beyond standard severance benefits under BlackRock’s Severance Pay ~~Plan.~~Plan (the “Severance Plan’’).



What to Look for		Where to Find it

	Compensation program objectives	“Our Compensation Program” beginning on page 61

	Performance assessments for NEOs based on weighted, pre-set objectives	“How We Determine Total Incentive Amounts for NEOs” on page 9

	Assessments include financials as the highest weighted input, including relative and year-over-year performance	“2020 Financial Performance” on page 57 “2020 NEO Compensation and Performance Summaries” beginning on page 68

	Total incentive outcomes tied to formulaic percentage ranges	“Pay and Performance Alignment for NEOs – Total Incentive Award Determination” on page 58 “NEO Total Annual Compensation Summary” on page 59

	Actual performance of historical incentive awards	“2017 BPIP Award: Actual Performance and Payout” on page 64


		BLACKROCK, INC. 2021 PROXY STATEMENT		~~Proxy Summary~~ ●~~2017 Performance Highlights~~				7


Differentiated Organic Growth				Operating Leverage


BlackRock generated 5% organic asset growth and 7% organic base fee growth in 2020				BlackRock improved its Operating Margin, as adjusted, by 120 bps to 44.9% in 2020

1


Consistent Capital Return				Earnings Per Share Growth


BlackRock returned $3.8 billionto shareholders in 2020				BlackRock grew diluted earnings per share, as adjusted, by 19% to $33.82 in 2020


8				~~Proxy Summary~~ ●BLACKROCK, INC. ~~How We Determine Annual Incentive Amounts for Our CEO and President~~		2021 PROXY STATEMENT



BlackRock Performance % of Award Opportunity	Measures	Indicative BlackRock Performance Metrics

		2019	2020

Financial Performance	Net New Business ($ billion)	$429	$391
	Net New Base Fee Growth	5%	7%
	Operating Income, as adjusted⁽¹⁾ ($ million)	$5,551	$6,284
	Year-over-year change	+0%	+13%
	Operating Margin, as adjusted⁽¹⁾	43.7%	44.9%
	Year-over-year change	- 60bps	+ 120bps
	Diluted Earnings Per Share, as adjusted⁽¹⁾	$28.48	$33.82
	Year-over-year change	+ 6%	+ 19%
	Share Price Data	BLK	Traditional Peers⁽²⁾
	NTM P/E Multiple⁽³⁾	20.6x	10.1x
	Annual appreciation/depreciation	+ 44%	+ 10%
Business Strength	Deliver for clients
	• Drove exceptional long-term investment performance across BlackRock’s active platform, delivering over $30 billion of alpha for clients in 2020, as over 85% of fundamental active equity, systematic active equity and taxable fixed income assets performed above their respective benchmarks or peer medians for the trailing five-year period.
	• Expanded ETF investment options to clients, resulting in $185 billion of inflows across iShares^® and $89 billion of the net inflows in Fixed Income iShares; launched over 100 new sustainable products.
	• Aladdin provided operational resilience and risk management for clients amidst record market volatility and increased client demand drove a record $1.1 billion of annual technology services revenue.
	Evolve how we serve clients
	• Executed against sustainability commitments, strengthening BlackRock’s ability to serve clients with sustainability research, investment solutions and technology.
	• Grew the illiquid alternatives platform to $86 billion AUM. Raised a record $25 billion of client capital in 2020, led by infrastructure, private equity solutions and private credit.
	Lead in a changing world
	• Quickly responded in supporting clients during the pandemic and volatile markets, leveraging our scale and connectivity to deliver strong investment performance and more stable outcomes for clients.
	• Focused on advancing racial equity through public policy and legislative outcomes where we operate.
Organizational Strength	Attract and inspire talent
	• Increased senior leader accountability of talent and succession, with more rigorous Talent Bench Reviews and the roll-out of sponsorship programs for underrepresented talent.
	Inclusion and diversity
	• Progressed toward our senior women leadership target of 30%, increasing 80 basis points from the prior year to 29.7% representation in senior roles at the end of 2020.
	• Built a strong pipeline of future talent through the most diverse Graduate Analyst Program class yet, with 58% female representation globally and 29% Black and Latinx representation in the U.S.
	Purpose and culture
	• Despite the challenging environment, fostered a purpose driven culture globally, which was evidenced by the Employee Opinion Survey results, with 91% of employees indicating that they are proud to work at BlackRock and over 80% feeling that BlackRock is invested in their well-being.
	• Prioritized the health and safety of employees during the pandemic, providing COVID-19 testing globally, free telemedicine options and additional support for families.


		BLACKROCK, INC. 2021 PROXY STATEMENT		~~Proxy Summary~~ ●~~NEO Total Annual Compensation Summary~~				9



			2017 Annual Incentive Award														2020 Total Incentive Award

Name	Base Salary		Cash		Deferred Equity		Long-Term Incentive Award (“BPIP”)		Total Annual Compensation (“TAC”)		% change in TAC vs. 2016		Performance- Based Stock Options		Base Salary		Cash		Deferred Equity		Long-Term Incentive Award (BPIP)		Total Annual Compensation (“TAC”)		% change in TAC vs. 2019

Laurence D. Fink	$	900,000	$	10,000,000	$	4,600,000	$	12,450,000	$	27,950,000		10%		–		$1,500,000		$9,500,000		$3,950,000		$14,900,000		$29,850,000		18%

Robert S. Kapito	$	750,000	$	8,125,000	$	3,514,000	$	9,626,000	$	22,015,000		10%		–		$1,250,000		$8,250,000		$3,937,500		$11,187,500		$24,625,000		23%

Robert L. Goldstein	$	500,000	$	3,275,000	$	2,325,000	$	2,100,000	$	8,200,000		12%	$	10,000,000		$500,000		$3,175,000		$2,325,000		$5,750,000		$11,750,000		19%
Mark S. McCombe	$	500,000	$	2,725,000	$	1,775,000	$	1,950,000	$	6,950,000		11%	$	10,000,000

Mark Wiedman																$500,000		$2,675,000		$1,725,000		$5,600,000		$10,500,000		24%

Gary S. Shedlin	$	500,000	$	2,700,000	$	1,750,000	$	1,850,000	$	6,800,000		11%	$	7,500,000		$500,000		$2,800,000		$1,850,000		$3,350,000		$8,500,000		18%


				~~Item~~ ITEM 1: ~~Election of Directors~~ ●~~Director Nominees~~


12				~~Item 1: Election of Directors~~ ●BLACKROCK, INC. ~~Criteria for Board Membership~~		2021 PROXY STATEMENT


				~~Item 1: Election of Directors~~ ●~~Criteria for Board Membership~~


	~~William S. Demchak~~ Mr. Demchak has served as Chairman of the board of directors of PNC since April 2014, as Chief Executive Officer since April 2013 and as President since April 2012. Prior to that, Mr. Demchak held a number of supervisory positions at PNC, including Senior Vice Chairman, Head of Corporate and Institutional Banking and Chief Financial Officer. Before joining PNC in 2002, Mr. Demchak served as the Global Head of Structured Finance and Credit Portfolio for J.P. Morgan Chase & Co. and additionally held key leadership roles at J.P. Morgan prior to its merger with Chase Manhattan Corporation in 2000. ~~Qualifications~~ As the Chairman, President and Chief Executive Officer of PNC, a large, national diversified financial services company providing traditional banking and asset management services, Mr. Demchak brings substantial expertise in financial services, risk management and corporate governance to bear as a member of the Board. Mr. Demchak was designated to serve on the Board by PNC pursuant to the PNC Stockholder Agreement. ~~Other Public Company Directorships (within the past 5 years)~~ • ~~PNC (2013 – present) (Chairman from 2014 – present)~~

		Jessica P. Einhorn Ms. Einhorn served as Dean of the Paul H. Nitze School of Advanced International Studies at The Johns Hopkins University from 2002 until June 2012. Prior to becoming Dean, she was a consultant at Clark & Weinstock, a strategic consulting firm. Ms. Einhorn also spent nearly 20 years at the World Bank, concluding as a Managing Director in 1998. Between 1998 and 1999, Ms. Einhorn was a Visiting Fellow at the International Monetary Fund. Prior to joining the World Bank in 1978, she held positions at the U.S. Treasury, the U.S. State Department and the International Development Cooperation Agency of the United States. Ms. Einhorn currently serves as a Director of ~~both~~the National Bureau of Economic Research and was formerly a Director of the Peterson Institute for International ~~Economics and the National Bureau of Economic Research.~~Economics. As of July 2012, Ms. Einhorn is resident at The Rock Creek Group in Washington, D.C., where she is a Senior Advisor and longstanding member of The Rock Creek Group Advisory Board. Qualifications Ms. Einhorn’s leadership experience in academia and at the World Bank, along with her experience in the U.S. government and at the International Monetary Fund, provides the Board with a unique perspective and anin-depth understanding of international finance, economics and public policy. Through her service with other public companies, Ms. Einhorn also has developed expertise in corporate governance and risk oversight. Other Public Company Directorships (within the past 5 years) • Time Warner, Inc. (2005 – ~~present)~~June 2018)
Age 73	Tenure 8 Years
Committees • Compensation • Risk Qualifications • Senior Executive & Corporate Governance • Financial Services • Global Business • Public Policy & Government/ Regulatory Affairs • Risk Management & Compliance


	~~Sir Deryck Maughan~~ Sir Deryck served as a Senior Advisor of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) from January 2013 until December 2014. Previously, he was a Partner and Head of the Financial Institutions Group of KKR since 2009 and a Managing Director since 2005. He was Chairman of KKR Asia from 2005 to 2009. Prior to joining KKR, Sir Deryck served as Vice Chairman of Citigroup from 1998 to 2004, as Chairman and Chief Executive Officer of Salomon Brothers from 1992 to 1997 and as Chairman and Chief Executive Officer of Salomon Brothers Asia from 1986 to 1991. He also served as Vice Chairman of the NYSE from 1996 to 2000. Prior to joining Salomon Brothers in 1983, Sir Deryck worked at Goldman Sachs. He served in H.M. Treasury (UK Economics and Finance Ministry) from 1969 to 1979. Sir Deryck also served as a director of GlaxoSmithKline plc from 2004 to 2016 and Thomson Reuters from 2008 to 2014. ~~Qualifications~~ Sir Deryck’s internationally focused leadership positions at KKR, a global leader in private equity, fixed income and capital markets, and at Citigroup and Salomon Brothers provide the Board with a valuable perspective on international finance and global capital markets and extensive experience in assessing value, strategy and risks related to various business models. ~~Other Public Company Directorships (within the past 5 years)~~ • ~~GlaxoSmithKline plc (2004 – 2016)~~ • ~~Thomson Reuters (2008 – 2014)~~

		Cheryl D. Mills Ms. Mills is Founder and Chief Executive Officer of the BlackIvy Group, ~~an investment~~a private holding company that grows and builds businesses inSub-Saharan Africa. Previously, she served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations, ~~and as~~ General ~~Counsel. She also served~~Counsel and as Secretary of the ~~University’s~~ Board of Trustees. ~~From 1999 to 2001, Ms. Mills was Senior Vice President for Corporate Policy and Public Programming at Oxygen Media. Prior to joining Oxygen Media, Ms. Mills~~She also served as Deputy Counsel to President Clinton and as the White House Associate Counsel. ~~She began her career as an Associate at the Washington, D.C. law firm of Hogan & Hartson.~~ Ms. Mills previously served on the boards of Cendant Corporation (now Avis Budget Group, Inc.), a consumer real estate and travel conglomerate, and Orion ~~Power.~~Power, an independent electric power generating company. Qualifications Ms. Mills brings to the Board a range of leadership experiences from private equity, government and academia, and through her prior service on the boards of corporations andnon-profits, she provides expertise on issues concerning government relations, public policy, corporate administration and corporate governance. Other Public Company Directorships (within the past 5 years) • ~~None~~iHeartMedia, Inc. (2020 – Present)
Age 56	Tenure 7 Years
Committees • Compensation • Governance Qualifications • Senior Executive & Corporate Governance • Branding & Marketing • Global Business • Public Policy & Government/ Regulatory Affairs • Risk Management & Compliance


	~~Ivan G. Seidenberg~~ Mr. Seidenberg retired as the Chairman of the board of directors of Verizon Communications Inc. in December 2011 and previously served as its Chief Executive Officer from 2002 to 2011. Prior to the creation of Verizon Communications Inc., Mr. Seidenberg was the Chairman and Chief Executive Officer of Bell Atlantic and NYNEX Corp. Mr. Seidenberg has been an Advisory Partner of Perella Weinberg Partners, a global independent advisory and asset management firm, since June 2012. ~~Qualifications~~ Mr. Seidenberg brings extensive executive leadership, technological and operational experience to the Board from his tenure at Verizon Communications Inc., one of the world’s leading providers of communications services. Through his extensive experience on the boards of public companies, he has developed an~~in-depth~~ ~~understanding of business and corporate governance.~~ ~~Other Public Company Directorships (within the past 5 years)~~ • ~~Boston Properties, Inc. (2014 – 2016)~~

		Marco Antonio Slim Domit Mr. Slim has been Chairman of the board of directors of Grupo Financiero Inbursa, S.A.B. de C.V. since 1997 and previously served as its Chief Executive Officer ~~of Grupo Financiero Inbursa~~ from 1997 until April 2012. Mr. Slim is also a member of the board of directors of Grupo Carso, S.A.B. de C.V. and Chairman of The Carlos Slim Health Institute and of Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (IDEAL), an infrastructure company. Mr. Slim was a member of the board of directors of Teléfonos de México, S.A.B. de C.V. from 1995 until April 2014. Qualifications Mr. Slim’s experience at Grupo Financiero Inbursa provides the Board with knowledge and expertise in international finance, and particular insight into emerging and Latin American markets. In addition, as a member of the board of directors of several international companies that invest globally, Mr. Slim brings substantive expertise in developing new businesses in international markets, shareholder rights, ~~and~~ business strategy and integration to the Board. Other Public Company Directorships (within the past 5 years) • Grupo Carso, S.A.B. de C.V. (1991 – present) • Grupo Financiero Inbursa, S.A.B. de C.V. (Chairman from 1997 – present) • Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. ~~(Chairman~~ (Chairman from 2012 – present)
Age 52	Tenure 9 Years
Committees • Audit • Compensation Qualifications • ~~Teléfonos de México, S.A.B. de C.V. (1995 – 2014)~~ Senior Executive & Corporate Governance • Financial Services • Global Business • Public Company & Financial Reporting • Risk Management & Compliance



24		~~Our Board and Culture:~~BLACKROCK, INC.~~Engaged and vital to our success~~ 2021 PROXY STATEMENT



Oversight of Growth Strategy		Our Board plays an integral oversight role in our growth and success. At each Board meeting, we review components of our long-term strategy with our directors and engage in constructive dialogue, which our leadership team embraces. These discussions are not without disagreement – and those honest conversations push us to make the difficult decisions required to build a better BlackRock.

Role in Talent Development		Building a generation of future leaders is vital to BlackRock’s long-term success. Accordingly, our Board plays a critical part in our talent development and dedicates one meeting per year to talent review. As part of its review, the Board evaluates whether we have the right people in the right places to execute our long-term strategy, examines the results of employee opinion surveys and provides oversight of management to ensure that we are developing people to fill key roles in the future. For more information on our Board’s role in talent development, please refer to “BlackRock’s Impact on its People” on page 38.

Employee Engagement & Additional Resources		Our directors have full and free access to ~~all~~ BlackRock ~~officers~~management and employees at any time to address questions, comments or concerns. Our directors may arrange these meetings independently and without the presence of senior management. Additionally, the Board and its Committees have the power to hire independent legal, financial or other advisors without approval from, or consultation with, BlackRock management.

Embracing Best Practices		Our Board plays an active part in our talent development as well, dedicating at least one meeting per year to talent review, evaluating whether we have the right people in the right places to execute our long-term strategy, as well as to make certain we are developing others to fill these roles in the future. Building a generation of leaders, open to both Board and external ideas, is vital to BlackRock’s long-term success. Our Board also takes an active role in ensuring we embrace “best practices” in corporate governance. ~~In 2017, we incorporated~~Members of the Governance Committee are briefed on significant trends and developments in corporate governance and regulatory issues, including briefings from BlackRock’s Investment Stewardship, Corporate Sustainability and Global Public Policy teams, as well as feedback from shareholders. In 2020, we acted on feedback from our shareholders to ~~focus~~enhance disclosure on how the Board ~~oversees our Company’s corporate culture.~~approaches its composition and diversity. ~~The partnership~~For more information, see “Board Profile and ~~oversight of a strong~~Diversity” and ~~multi-faceted~~ “Board ~~with diverse perspectives rooted in deep experience in finance, industry, academia, technology~~Diversity” on pages 4, and ~~government is essential to creating long-term shareholder value.~~13, respectively.



		~~Corporate Governance~~ ●Beyond the Boardroom~~Our Board Leadership Structure~~

		Director Engagement Our Investment Stewardship team hosts an annual Director Dialogue Day, where employees, members of management and independent directors of other companies engage on topics such as the team’s engagement priorities, emerging trends in U.S. corporate governance and compensation and public policy affecting long-term investments. BlackRock’s directors are invited to, and have attended this event in the past. All of our directors who were serving on the Board and nominated for re-election in 2020 attended the 2020 Annual Meeting of Shareholders. Additionally, our Lead Independent Director answered questions from shareholders and addressed questions about the Board’s composition, size and engagement with management.

		Director Orientation BlackRock provides each new director with an orientation program conducted over the course of the first three months of their tenure. The orientation program includes the opportunity to rotate through each of the Board’s standing Committees and participate in presentations by senior management to familiarize new directors with BlackRock’s:
		• Financial position and strategic plans; • Significant financial, accounting and risk management policies;		• Compliance programs, Code of Business Conduct and Ethics and other key policies; and • Principal officers and internal and independent auditors.
		Directors also have full and free access to all BlackRock officers and employees and are encouraged to meet with members of management to further enhance their familiarity with BlackRock’s business and strategy.

		Continuing Education All directors are encouraged to attend continuing educational programs offered by BlackRock or sponsored by universities, stock exchanges or other organizations related to fulfilling their duties as Board or Committee members and are reimbursed for any reasonable expenses in connection with such programs. For example, members of our Audit Committee have participated in conferences and symposiums hosted by our independent registered public accounting firm, Deloitte. Additionally, directors are provided, on a quarterly basis, with a curated list of optional educational opportunities and events covering issues and trends that are relevant to their service on BlackRock’s Board. Every week our directors receive summaries and copies of press coverage, analyst reports and current events relating to our business.

		Individual Discussions and Mentoring Management Outside of regularly scheduled Board and Committee meetings, our directors may have discussions with each other and our CEO at their discretion. Directors have access to management at any time and are encouraged to have small group or individual meetings, as necessary. All directors are encouraged to meet with management outside of Board and Committee meetings and several directors have established informal mentoring relationships with key members of senior management.

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☐☒ Preliminary Proxy Statement

☐Confidential, For Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☒☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to~~§240.14a-12~~ §240.14a-12