UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2005
(September 7, 2005)
BLACKROCK, INC.
(Exact name of registrant as specified in Charter)
DELAWARE 001-15305 51-0380803
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
40 East 52nd Street, New York, New York 10022
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (212) 810-5300
(Former name or 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 to 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))
Item 1.01 Entry into a Material Definitive Agreement.
Item 5.02 is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Departure of Principal Financial Officer
(b) On September 7, 2005, BlackRock, Inc. (the "Company") announced that,
effective October 1, 2005, Paul L. Audet will become head of the Company's cash
management business and cease to serve as Chief Financial Officer of the
Company.
Appointment of Principal Financial Officer
(c) On September 7, 2005, the Company announced that Steven E. Buller, 54, has
been named Chief Financial Officer of the Company, effective October 1, 2005.
Since 1986, Mr. Buller has been a partner at the accounting firm Ernst & Young
LLP and since 1992, Mr. Buller has served as Ernst & Young's Americas Director &
Global Co-Director, Asset Management.
Under the terms of Mr. Buller's employment arrangement, Mr. Buller will receive
a base salary and bonus at the annualized rate of $260,000 and $1,490,000,
respectively, for a 24 month period commencing with his employment. Thereafter
the discretionary bonus will be based on his performance and the performance of
the Company.
Mr. Buller also will receive a one-time payment of up to $415,000, net of
applicable taxes, as a signing bonus and compensation for certain lost pension
benefits and other costs associated with joining the Company. Approximately
$317,000 of this amount is subject to repayment should Mr. Buller voluntarily
terminate his employment with the Company prior to the third anniversary of his
date of hire. In addition, subject to approval by the Compensation Committee of
the Company's Board of Directors, Mr. Buller will be entitled to receive a grant
of restricted shares of the Company's Class A common stock with value equal to
$3,000,000. The restricted shares vest 56% on the third anniversary of Mr.
Buller's date of hire and 22% on each of the fourth and fifth anniversaries of
Mr. Buller's date of hire, subject to certain acceleration events. Mr. Buller
will be eligible to particpate in other current and future compensation
programs.
A copy of the press release announcing Mr. Audet's new position and Mr. Buller's
appointment is attached as an exhibit to this Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated September 7, 2005.
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)
Date: September 7, 2005
By: /s/ Robert P. Connolly
-----------------------------------
Robert P. Connolly
Managing Director, General Counsel
and Secretary