BlackLine (BL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, will be held virtually, allowing electronic voting and live Q&A for shareholders.

• Founder Therese Tucker will retire from full-time executive employment in June 2026 but is nominated for re-election to the Board.

• The Board expresses appreciation for retiring director Tom Unterman and highlights ongoing commitment to strong governance and shareholder engagement.

Voting matters and shareholder proposals

• Four proposals: election of three Class I directors, ratification of PwC as auditor, advisory vote on executive compensation, and a shareholder proposal to declassify the Board.

• Board recommends voting FOR all proposals, including the declassification proposal, which would initiate a phased-in process if approved.

• Only holders of record as of March 10, 2026, are entitled to vote; each share has one vote per proposal.

Board of directors and corporate governance

• Board will reduce from 14 to 13 members after the meeting; three Class I directors (Davidson, Henshall, Tucker) are nominated for terms ending 2029.

• Board is highly independent, with 12 of 14 directors classified as independent; all committees are fully independent.

• Recent Board refreshment includes seven new directors since March 2024; robust stock ownership guidelines and annual evaluations are in place.

• Agreements with major shareholders and recent cooperation with Engaged Capital have influenced Board composition.