Shareholder Proposal

Shareholder Proposal

Item 5 Shareholder Proposal – Production of an Annual Report on Certain Trade Association and Lobbying Expenditures

The Unitarian Universalist Association (“UUA”), 24 Farnsworth Street, Boston, MA 02210-1409, the holder of 150 shares of common stock, has advised us that it intends to introduce the following resolution:

Whereas, we believe in full disclosure of BlackRock’s direct and indirect lobbying activities and expenditures to assess whether our company’s lobbying is consistent with its expressed goals and in the best interests of stockholders.

Resolved, the stockholders of BlackRock request the preparation of a report, updated annually, disclosing:

  1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
  2. Payments by BlackRock used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
  3. BlackRock’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
  4. Description of management’s and the Board’s decision making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which BlackRock is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on BlackRock’s website.

Supporting Statement

As stockholders, we encourage transparency and accountability in BlackRock’s use of corporate funds to influence legislation and regulation. Since 2010, BlackRock has spent over $18 million on federal lobbying. This figure does not include lobbying expenditures to influence legislation in states, where BlackRock also lobbies but disclosure is uneven or absent. For example, BlackRock spent $811,317 on lobbying in California from 2011 – 2016. And BlackRock CEO Laurence Fink has stated that “lobbying is really good because it is maximizing shareholder value” (“Unusual Debate at Davos: Lobbying, Maximizing Shareholder Value and the Duty of CEO’s,” ProMarket, April 1, 2016).

BlackRock lists memberships in the Investment Company Institute and the Securities Industry and Financial Markets Association, which together spent over $25 million on lobbying in 2015 and 2016. BlackRock is reportedly a member of the Chamber of Commerce (“Is the Most Powerful Lobbyist in Washington Losing Its Grip?” Washington Post, July 14, 2017), which spent more than $1.3 billion in lobbying since 1998, and is listed as a member of the Business Roundtable, which is lobbying against the right of shareholders to file resolutions. BlackRock does not comprehensively disclose its memberships in, or payments to, trade associations, nor the amounts used for lobbying.

We are concerned that BlackRock’s lack of trade association lobbying disclosure presents significant reputational risk. For example, BlackRock believes climate change risk is an investment issue, yet the Chamber undermined the Paris climate accord (“Paris Pullout Pits Chamber against Some of Its Biggest Members,” Bloomberg, June 9, 2017).

The Board’s Statement in Opposition

The Board of Directors believes that the actions requested by the Proponent are unnecessary and not in the best interests of our shareholders and unanimously recommends that you vote “AGAINST” this proposal for the following reasons:

Summary

We believe that advocating for public policies that increase financial transparency, protect investors and facilitate responsible growth of capital markets is an important part of our responsibilities to our shareholders and clients. We provide on our website extensive disclosure of our public policy engagement efforts, political activities and the decision-making and oversight associated with these efforts and activities. The comment letters we file, policy papers published through our ViewPoints series and our Public Policy Engagement and Political Participation Policies statement can all be found on our website at https://www.blackrock.com/corporate/en-us/insights/public-policy/public-policy-engagement-and-political-activities-policies. We are also compliant with all lobbying and political contribution disclosure rules and regulations.

We review our public disclosure on our public policy engagements and political activities at least annually to ensure it accurately reflects our activities and policies and provides our shareholders with a clear understanding of our priorities. As part of our process we consider feedback from our shareholders and other stakeholders. Earlier this year and prior to our engagement with the proponent, we updated our disclosure to make clear that BlackRock does not use corporate funds to support or oppose ballot initiatives.

We received a nearly identical proposal last year from a different proponent. We engaged extensively with last year’s proponent on the issues raised in that proposal and made additional enhancements and improvements to our disclosures as a result of this cooperative dialogue. These additional enhancements included identifying the principal trade associations in which we actively participate and providing links directly on our website to government websites reporting our federal lobbying activities and political contributions made by BlackRock’s political action committee. Similar to last year, we engaged extensively with this proponent to explain our approach to public policy engagement.

We believe that our current disclosures are responsive to the requests made in the proposal. A report beyond what has been published on our website and required in our public filings would impose a significant additional administrative burden on the Company but provide only minimal additional information to BlackRock’s shareholders. As a result, we believe that adoption of the proposal is unnecessary and not in the best interest of BlackRock or our shareholders.

As detailed in our statement of Public Policy Engagement and Political Participation Policies on our website, BlackRock is committed to:

Full Transparency of Positions:
  • BlackRock comments on public policy topics through its ViewPoints publications and comment letters and consultation responses to policy makers, which are available on the Company’s website.


Effective Oversight and Governance:
  • BlackRock’s Chief Legal Officer and the head of BlackRock’s Global Public Policy Group brief the Board’s Risk Committee and keep our Directors apprised of, and engaged in, the Company’s legislative and regulatory priorities and advocacy initiatives.

  • BlackRock’s Global Public Policy Group coordinates the Company’s engagement with policy makers and advocacy on public policy issues.

  • The Global Public Policy Group works closely with the Company’s business and legal teams to identify legislative and regulatory priorities that will protect investors, increase shareholder value and facilitate responsible economic growth.

  • As an asset manager, BlackRock focuses on issues that impact the asset management industry and the clients for whom we act as agent in managing assets.

  • BlackRock’s efforts are generally focused at the national level, rather than at a state-specific level.

  • As part of BlackRock’s engagement in the public policy process, the Company participates in a number of trade organizations and industry groups, principal trade associations of which are publicly disclosed.


Full Compliance with Restrictions on Political Contributions and Filing and Disclosure
Obligations:

  • in compliance with federal regulations, as well as applicable state and local law, BlackRock does not contribute corporate funds to federal, state or local candidates, political party committees, political action committees or any political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code.

  • Although permitted under federal law, BlackRock does not spend corporate funds directly on independent expenditures, including electioneering communications and ballot initiatives.

  • BlackRock’s political action committee is funded voluntarily by employees and its contributions are publicly disclosed to the Federal Election Commission.


BlackRock publicly discloses all U.S. federal lobbying costs and the issues to which our lobbying efforts relate, on a quarterly basis, as required under the Lobbying Disclosure Act. BlackRock also makes such disclosures at the state or local level to the extent required to do so under applicable lobbying laws.

For the reasons stated above, the Board of Directors unanimously recommends that you vote “AGAINST” the shareholder proposal.

Board Recommendation

The Board of Directors unanimously recommends that you vote “AGAINST” this proposal.

 

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