BlackLine (BL) Proxy Filing summary

Executive summary

• Engaged Capital submitted nominations for three director candidates for election at the 2026 Annual Meeting; the meeting date is yet to be announced.

• The Board's Nominating and Corporate Governance Committee will review the nominees, and formal recommendations will be provided in the definitive proxy statement.

• The Board and management have engaged in multiple discussions with Engaged Capital over the past year, emphasizing openness to stockholder input and value creation.

• Updates on strategic initiatives and financial outlook will be provided during the upcoming quarterly earnings call in February.

Voting matters and shareholder proposals

• Three Class I director seats will be up for election at the 2026 Annual Meeting, with nominations submitted by Engaged Capital.

• Stockholders are not required to take any action at this time; further instructions will be provided with the definitive proxy statement.

Board of directors and corporate governance

• The Board intends to reduce its size from 12 to 11 directors following Tom Unterman's decision not to seek reelection.

• Seven new independent directors have been appointed in the past five years, including one selected in consultation with a stockholder.

• The Strategic Committee, chaired by David Henshall, has operated independently for over a year, with Morgan Stanley & Co. LLC as financial advisor.