UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 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): May 24, 2006
BLACKROCK, INC.
(Exact name of registrant as specified in charter)
DELAWARE 001-15305 51-0380803
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
40 East 52nd Street, New York, New York 10022
(Address of principal executive offices) (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 of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
Approval of Amendments to the BlackRock, Inc. 1999 Stock Award and Incentive
Plan and the Amended and Restated BlackRock, Inc. 1999 Annual Incentive
Performance Plan
At the Annual Meeting of Stockholders of BlackRock, Inc. (the "Company"), held
on May 24, 2006, stockholders approved amendments to the BlackRock, Inc. 1999
Stock Award and Incentive Plan (the "Incentive Plan") and the BlackRock, Inc.
1999 Amended and Restated Incentive Performance Plan (the "Performance Plan"). A
description of the amendments to the Incentive Plan and Performance Plan is
provided in the Company's Definitive Proxy Statement filed with the Securities
and Exchange Commission on April 28, 2006.
A copy of the Incentive Plan is included as Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-78367), as amended,
originally filed with the Securities and Exchange Commission on May 13, 1999. A
copy of Amendment No. 1 to the Incentive Plan is included as Exhibit 10.12 to
the Company's Quarterly Report on Form 10-Q (Commission File No. 001-15305), for
the quarter ended September 30, 2000 and a copy of Amendment No. 2 to the
Incentive Plan is included as Exhibit 10.18 to the Company's Registration
Statement on Form S-8 (Registration No. 333-68666), originally filed with the
Securities and Exchange Commission on August 30, 2001.
A copy of the Performance Plan is included as Exhibit 10.25 to the Company's
Annual Report on Form 10-K (Commission File No. 001-15305), for the year ended
December 31, 2002.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
------ -----------
10.1 Amendment No. 3 to the BlackRock, Inc. 1999 Stock
Award and Incentive Plan.
10.2 Amendment No. 1 to the Amended and Restated BlackRock,
Inc. 1999 Annual Incentive Performance Plan
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: May 24, 2006
By: /s/ Robert P. Connolly
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Robert P. Connolly
Managing Director, General Counsel
and Secretary