Letter to Shareholders and Notice of Annual Meeting

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Letter to Shareholders and Notice of Annual Meeting

Generating Long-Term Shareholder Value

BlackRock’s mission is to provide better financial futures for our clients. Our framework for creating long-term shareholder value is directly aligned with that mission.

BlackRock, Inc. (“BlackRock” or the “Company”) has strategically invested to build a broad, diverse investment platform, strong technology and risk management capabilities and a global footprint to meet clients’ needs in all market environments.

Our diverse platform enables us to generate consistent financial results and continuously invest in our business through market cycles. We believe that continuously investing in our platform to meet clients’ evolving needs enables us to:

This framework was developed in close collaboration with our Board of Directors (the “Board”), and the Board continues to play an active role in overseeing our broader strategy and in measuring our ability to successfully execute it.

BlackRock remains focused on investing for the future. Throughout BlackRock’s history, we have demonstrated an ability to optimize organic growth in the most efficient way possible while prudently returning capital to shareholders. We prioritize investment in our business to first drive growth and then return “excess” cash flow to shareholders. Our capital return strategy is balanced between dividends, where we target a 40-50% payout ratio, and a consistent share repurchase program.

In 2018, we will continue to invest in BlackRock’s future – to grow our asset management and technology capabilities, to expand our geographic footprint and to further enhance our talent – to ensure we are meeting our daily responsibilities to our clients and delivering financial returns for shareholders.

BlackRock, Inc.
55 East 52nd Street
New York, New York, 10055

April 13, 2018

To Our Shareholders:

Thank you for your confidence in BlackRock. It is my pleasure to invite you to our 2018 Annual Meeting, to be held on May 23, 2018 at the Lotte New York Palace Hotel. As we do each year, we will review our business and financial results for the year, address the voting items in the Proxy Statement and take your questions. Whether you plan to attend the meeting or not, your vote is important and we encourage you to review the enclosed materials and submit your proxy.

As BlackRock celebrates its 30th anniversary this year, I have the opportunity to reflect on the most pressing issues facing investors today and how BlackRock must continue to adapt to serve clients’ needs effectively. It is a great privilege and responsibility to manage the assets entrusted to us, most of which are invested for long-term goals such as retirement. Just as we believe in the importance and benefits of clients investing for the long-term, we also approach BlackRock with that same future perspective. You can find more detail about BlackRock’s purpose and strategy for future growth in my letter to shareholders in this year’s Annual Report.

In 2017, BlackRock continued to deliver on each component of our framework for creating longterm shareholder value, while simultaneously investing in our business. Our diverse asset management platform, industry leading technology and risk management capabilities and thought leadership enabled us to generate $367 billion of net inflows during the year, representing 7% organic asset growth and reflecting the trust we have earned from clients to help solve their most difficult investment challenges. We continued to invest in our business for future growth while simultaneously expanding our operating margin and returned $2.8 billion to shareholders through a combination of dividends and share repurchases.

“Just as we believe in the importance and benefits of clients investing for the long-term, we also approach BlackRock with that same future perspective.”

Laurence D. Fink
Chairman and
Chief Executive Officer

The execution of our strategy is dependent on a strong corporate governance framework. Whether acting as a fiduciary for clients or shareholders, we believe that good corporate governance is critical to meeting our overall objectives. That includes engaging with you, our shareholders, to better understand and address issues that are important to you. To support our mission of creating better financial futures for clients, we are vocal advocates for the adoption of sound corporate governance policies that include strong Board leadership, prudent management practices and thoughtful strategic deliberations. We believe that BlackRock has implemented such a set of principles, guidelines and practices that support sustainable financial growth and long-term value creation for shareholders and hope that you will agree as you read the Proxy Statement.

It has always been important that BlackRock’s Board of Directors functions as a key strategic and governing body that challenges our leadership team to be better and more innovative. BlackRock’s Board continues to play an integral role in our governance, growth and success.

Thank you again for your commitment to BlackRock. Our Board of Directors and I look forward to seeing you on May 23, 2018 in New York City.


Laurence D. Fink
Chairman and Chief Executive Officer

Annual Meeting of Shareholders

Date:Wednesday, May 23, 2018
Time:8:00 AM EDT
Place:Lotte New York Palace Hotel
455 Madison Avenue
New York, New York 10022
Record Date:March 29, 2018

Agenda and Voting Matters

At or before our Annual Meeting, we ask that you vote on the following items:

ProposalBoard RecommendationPage Reference
Item 1 Election of DirectorsFOR8
Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive OfficersFOR44
Item 3 Approval of an Amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive PlanFOR77
Item 4 Ratification of the Appointment of the Independent Registered Public Accounting FirmFOR83
Item 5 Shareholder Proposal – Production of an Annual Report on Certain Trade Association and Lobbying ExpendituresAGAINST86
How to vote: Your vote is important

InternetMailTelephoneIn Person
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.If your shares are held in the name of a broker, bank or other nominee: follow the 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 follow the telephone voting instructions. You will need the control number that appears on your proxy.You may attend the Annual Meeting and vote by ballot. Your admission ticket to the Annual Meeting is either attached to your proxy card or is in the email by which you received your Proxy Statement.

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 shareholder. By doing so, we save costs and reduce our impact on the environment.

Beginning on April 13, 2018, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions about how to access our proxy materials and vote online. If you attend the Annual Meeting, you may withdraw your proxy and vote in person, if you so choose.

Your vote is important and we encourage you to vote promptly whether or not you plan to attend the 2018 Annual Meeting of Shareholders of BlackRock, Inc.

By Order of the Board of Directors,

R. Andrew Dickson III
Corporate Secretary
April 13, 2018
BlackRock, Inc.
40 East 52nd Street,
New York, New York 10022



Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Shareholders to be held on Wednesday, May 23, 2018: our Proxy Statement and 2017 Annual Report are available free of charge on our website at www.blackrock.com/corporate/en-us/investor-relations

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