BLACKROCK INC. FORM 8-K. (Current report filing) Filed 02/19/13 for the Period Ending 02/12/13

Transcription

1 BLACKROCK INC. FORM 8-K (Current report filing) Filed 02/19/13 for the Period Ending 02/12/13 Address 55 EAST 52ND STREET NEW YORK, NY, Telephone CIK Symbol BLK SIC Code Investment Advice Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): February 19, 2013 (February 12, 2013) BlackRock, Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 55 East 52 nd Street, New York, New York (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (212) (Former name or former 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 ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 12, 2013, BlackRock, Inc. (the Company ) announced that Gary S. Shedlin (age 49) will join the Company as Senior Managing Director, effective as of March 11, Following the Company s reporting of its 2013 first quarter earnings results, Mr. Shedlin will succeed Ann Marie Petach as Chief Financial Officer of the Company, whereupon Ms. Petach will transition from the role of Chief Financial Officer to join the Company s BlackRock Solutions group as Senior Managing Director in the Client Solutions business. Mr. Shedlin has advised companies in the financial services sector for more than 25 years and joins the Company from Morgan Stanley, where he is Vice Chairman, Investment Banking and a Managing Director in the Financial Institutions Group. Prior to joining Morgan Stanley in June 2010, Mr. Shedlin worked at Citigroup from October 2004 to June 2010, where he most recently served as Chairman of the Financial Institutions Group. Mr. Shedlin also worked at Lazard from 1990 to 2004, where he served as Managing Director and Co-Head of the Financial Institutions Group prior to joining Citigroup. Morgan Stanley and its affiliates have provided, and may in the future provide, investment banking, commercial lending, financial advisory and other services for the Company. Also, from time to time in the ordinary course of business, acting as agent for its clients, the Company effects transactions in securities and other financial assets with Morgan Stanley and its subsidiaries. An affiliate of Morgan Stanley is a joint lead arranger, joint bookrunner and documentation agent under the Company s revolving credit facility with a commitment of $214 million as of December 31, The Company had $100 million outstanding under this facility as of December 31, Morgan Stanley and its affiliates received approximately $271,000 in fees in connection with the Company s revolving credit facility in In addition, an affiliate of Morgan Stanley acted as a joint book-running manager in connection with the secondary offering of the Company s common stock in May 2012 and acted as an underwriter in connection with the Company s senior notes offering in May Morgan Stanley and its affiliates received approximately $15.24 million and $184,000, respectively, in fees in connection with these transactions. Pursuant to a letter agreement entered into with the Company on February 12, 2013 (the Agreement ), Mr. Shedlin will receive an annual base salary of $400,000 and will be eligible to be considered for an annual discretionary bonus reflecting his performance, his team's performance and the Company s performance as determined by management and the Management Development & Compensation Committee (MDCC) of the Company s board of directors from time to time. The mix of cash and non-cash and the terms of any non-cash award will be consistent with the terms generally applicable to other similarly situated executive officers of the Company. In addition, subject to MDCC approval, Mr. Shedlin will be granted a buy-out award equal to the value of the unvested deferred awards (whether equity-based or deferred cash awards) forfeited by Mr. Shedlin as a result of joining or being employed by the Company. The replacement awards will be made in the Company s restricted stock units and will vest according to the vesting schedule of the forfeited awards. Except as agreed upon, the terms and conditions will be consistent with the terms generally applicable to annual incentive awards to the named executive officers of the Company, as described in the Agreement. In the event of Mr. Shedlin s voluntary separation from his employment with the Company after completion of two years of service, for purposes solely of the aforementioned buy-out awards, the Company agrees to treat Mr. Shedlin s termination of employment as an involuntary termination not for cause, subject to the terms and conditions of the award agreement for any such award. The foregoing summary of the Agreement does not purport to be complete and is qualified by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Company issued a press release announcing the appointment of Mr. Shedlin. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

4 Item 9.01 (d) Financial Statements and Exhibits. Exhibits Exhibit Number Description 10.1 Letter Agreement, dated February 12, 2013, between Gary S. Shedlin and BlackRock, Inc Press release issued by the Company on February 12, 2013

5 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) By: /s/ Daniel R. Waltcher Name: Daniel R. Waltcher Title: Managing Director and Deputy General Counsel Date: February 19, 2013

6 EXHIBIT INDEX Exhibit Number Description 10.1 Letter Agreement, dated February 12, 2013, between Gary S. Shedlin and BlackRock, Inc Press release issued by the Company on February 12, 2013

7 EXHIBIT 10.1 February 12, 2013 Gary S. Shedlin Dear Gary: Congratulations! This will confirm our offer to join BlackRock as a Senior Managing Director. It is expected that your employment with BlackRock will commence on March 11, This also confirms that immediately following BlackRock s reporting of its first quarter earnings results, you will also assume the position of Chief Financial Officer. You will report to BlackRock s Chief Executive Officer and become a member of our Global Executive Committee. Upon commencement of your employment with BlackRock, you will be working in our New York office and your base salary will be at an annualized rate of $400, (equivalent to $16, semi-monthly) subject to applicable taxes and withholdings. In your role as Chief Financial Officer, your responsibilities will include the following: (i) responsibility for BlackRock s Corporate Finance functions, including Business Finance; Accounting; Finance Operations; Tax, Treasury and Risk Management; Investment Products and Controls; Investor Relations and Corporate Development; and (ii) joint supervision of Strategy. In such role, it is expected that you will work closely with BlackRock s Board of Directors and its various sub-committees. BlackRock has a strong pay for performance culture. The firm manages to a "total compensation" philosophy, and strives to create a competitive total package of salary, bonus and long term awards that aligns individual performance with the financial success of the firm. Beginning with calendar year 2013, you will be eligible to be considered for an annual discretionary bonus reflecting your performance, your team's performance, and the firm's performance. Bonus payments may be payable in a mix of cash and deferred cash or equity under the terms of BlackRock's long term incentive or deferred compensation plans as determined by management and the Management Development & Compensation Committee (MDCC) of BlackRock's Board of Directors from time to time. The mix of cash and non-cash and the terms of any non-cash award will be consistent with the terms generally applicable to other similarly situated executive officers of BlackRock. Bonuses are paid in conjunction with BlackRock's annual schedule for bonus payments in the year following the performance year to which the bonus relates. In addition to the purely discretionary nature of BlackRock's bonus scheme, any bonus is contingent upon your continued employment with BlackRock and not having given notice of resignation or not having received notice of termination, in each case prior to the time of payment. Bonuses are subject to all applicable tax withholding. Subject to MDCC approval, which is expected at the MDCC s next scheduled meeting immediately following your employment start date (or any later forfeiture date), you will be granted a buy-out award equal to the value of the unvested deferred awards or payments (whether equity-based or deferred cash awards or other rights to payment) you forfeit as a result of joining or being employed by BlackRock, as calculated based on the closing price of Morgan Stanley common stock or the cash value of any

8 forfeited deferred cash awards or amounts, in each case on the date you forfeit any such awards. The replacement awards will be made in BlackRock restricted stock units. A restricted stock unit is an unsecured promise to deliver BlackRock common stock in the future. The number of restricted stock units you receive will be determined by dividing the dollar value of your forfeited awards by the closing price of a share of BlackRock common stock on the date you forfeit any such awards. Because these awards represent a buy-out of unvested awards that will be forfeited from a prior employer, it is contingent upon evidence of your forfeited awards and will vest according to the vesting schedule of your forfeited awards. Award documents containing all terms and conditions will be provided following approval by the MDCC. Except as expressly noted in this paragraph, the terms and conditions will be consistent with the terms generally applicable to annual incentive awards to the named executive officers of Blackrock, including the provisions relating to vesting upon death, total disability or involuntary termination not for cause as described in BlackRock s Annual Proxy Statement filed in 2012 (it being understood that such treatment in the case of total disability and involuntary termination not for cause provides for continued vesting for one year and accelerated vesting and settlement of any then unvested awards on the first anniversary of the triggering event). In the event of your voluntary separation from your employment with BlackRock after completion of two years of service, for purposes solely of the buy-out awards described in this paragraph, BlackRock agrees to treat your termination of employment as an involuntary termination not for cause, subject to the terms and conditions of, the award agreement for any such award (including any applicable requirements for compliance with Section 409A of the Internal Revenue Code and any release requirement). It is understood that the treatment upon a voluntary separation from employment as described in the preceding sentence is conditioned upon your compliance with restrictions on your engaging in competitive activity similar to the non-competition restriction included in the awards forfeited by you, as modified to apply to your position at BlackRock, which non-compete restriction will not (for the avoidance of doubt) restrict you from providing investment banking services. It is agreed that for purposes of calculating your eligibility for Retirement under the terms of BlackRock s Amended and Restated 1999 Stock Award and Incentive Plan (and any successor plans) and any equity or cash-based award agreements issued thereunder, you shall be deemed to have 5 years of service with BlackRock as of the commencement of your employment with BlackRock. This means that upon turning age 54, you will then be eligible to provide one year s advance notice of retirement and upon your subsequent retirement, receive Retirement vesting treatment for your outstanding equity or cash-based awards, pursuant to the terms of the award agreements (which shall provide for retirement treatment consistent with that generally applicable to other similarly situated named executive officers of BlackRock). This offer is contingent upon your completion of BlackRock's Initial Political Contributions Disclosure form, if applicable and the absence of restrictions on your employment due to prior political contributions. At all times, you will be considered an employee at will, meaning that both you and the company have the right to terminate your employment at any time, with or without cause. This offer is contingent upon your successful completion of BlackRock's screening for illegal drugs, processing of fingerprints, our receipt of references that we consider satisfactory, your ability to provide the appropriate documentation authorizing you to work in the United States, and your completion of all other facets of BlackRock's pre-employment screening process. BlackRock's local Recruiting Team and BlackRock's screening vendor, HireRight, will contact you with information to complete these processes. If you fail to satisfy any aspect of the screening process, BlackRock reserves the right to rescind any outstanding offer of employment or terminate your employment without notice and you will not be entitled to receive any amounts hereunder, guaranteed or otherwise, or under any other BlackRock plan or program (other than base salary for days actually worked) including, without limitation, any severance pay.

9 You should be aware that BlackRock employees are not permitted to make any unauthorized use of documents or other information in their employment with BlackRock which could properly be considered or construed to be confidential or proprietary information of another individual or company. Likewise, BlackRock employees may not bring with them any confidential documents or other form of tangible information onto the premises of BlackRock relating to their prior employer(s)' business. This letter will also confirm that (a) you have furnished to BlackRock a copy of any existing employment agreements you may have with any prior employer(s), and (b) except as previously disclosed, you are not subject to any contractual or other restriction or obligation which is inconsistent with your accepting this offer of employment and performing your duties. You will be required to sign a confidentiality and non-solicitation agreement as a condition of employment, a copy of which is enclosed with this offer. You will be eligible to participate in our employee benefits program. Your medical insurance coverage will be effective on your date of hire. Included in your offer letter packet is a description of BlackRock's benefit program. You will be eligible to take 6 weeks of vacation, with any such vacation to be taken consistent with the terms of BlackRock s vacation policy. BlackRock will make arrangements to offer employment to your current administrative assistant, commencing as of your start date (or as soon as reasonably practicable thereafter). This offer letter, together with the Confidentiality and Employment Policy, reflects the complete agreement between you and BlackRock regarding the terms of your employment with BlackRock and supersedes any other statements or agreements on or before the date of your signing this letter. This agreement may not be modified, expect by a writing signed by an authorized representative of BlackRock and you. I would appreciate your considering our offer and advising me of your decision by February 12, To acknowledge your acceptance of this offer, please complete the enclosed forms and return them to me with a signed copy of this letter using the Federal Express US Air Bill and overnight pouch provided. If you have any questions, please contact me at We look forward to your joining us! Sincerely, /s/ Natalie Leone Natalie Leone Managing Director, Human Resources /s/ Gary S. Shedlin Agreed & Accepted February 12, 2013 Date

10 Exhibit 99.1 Contact: Media Relations Brian Beades Investor Relations Kristen Dickey Lauren Post BlackRock Announces Key Leadership Appointments Gary S. Shedlin to Join BlackRock, Will Become Chief Financial Officer; Ann Marie Petach Named Senior Managing Director in Client Solutions Business New York, February 12, 2013 BlackRock, Inc. (NYSE: BLK) today announced that Gary S. Shedlin, a long-time strategic and financial advisor to BlackRock, will join the Firm as Senior Managing Director and Chief Financial Officer. Mr. Shedlin will become a member of BlackRock's Global Executive Committee, reporting to Chairman and Chief Executive Officer Laurence D. Fink. Mr. Shedlin will succeed Ann Marie Petach, who is joining BlackRock Solutions as Senior Managing Director in the Client Solutions business, where she will help to develop critical client relationships and business initiatives with a special focus on solutions offerings for public and private pension funds. Mr. Shedlin will join the Firm on March 11, 2013 and work closely with Ms. Petach through a transition period until she completes her tenure as CFO following the reporting of BlackRock's first quarter earnings results. Mr. Shedlin will assume the role of CFO at that time. "We're fortunate to have two executives with the depth and breadth of experience of Ann Marie and Gary assuming new roles with BlackRock," Mr. Fink said. "As a key member of our senior management team, Ann Marie has helped guide the Firm through a number of significant milestones, including our acquisition of BGI and the transformation of our company to one with a broad base of shareholders. In addition, she has helped build our financial infrastructure to support one of the largest financial services companies in the world. We're extremely pleased that Ann Marie is assuming this important new role with our Client Solutions business consistent with the desire she expressed last year to work directly with clients. This new role leverages her deep knowledge of BlackRock and her prior experience as a client to help build a key strategic area for the Firm."

11 Ms. Petach said: "I'm looking forward to working more directly with our clients and assisting in solving some of their most pressing challenges. As a former corporate treasurer at Ford Motor Company who was responsible for pension, banking and risk management issues, and more recently as BlackRock's CFO, I'm intimately familiar with the challenges facing many of our clients. BlackRock is uniquely positioned to assist these clients in the current environment, and I will be working with our team to offer clients solutions that leverage the full array of resources BlackRock has to offer them." Mr. Shedlin joins BlackRock from Morgan Stanley, where he is Vice Chairman, Investment Banking and a Managing Director in the Financial Institutions Group. Mr. Shedlin has spent more than 25 years advising companies in the financial services sector including as Chairman of the Financial Institutions Group at Citigroup and Managing Director and Co-Head of the Financial Institutions Group at Lazard. Mr. Shedlin has served as a trusted advisor to BlackRock on virtually all of its most significant strategic transactions. As Chief Financial Officer, he will be responsible for all of BlackRock's Corporate Finance functions including Business Finance; Accounting; Finance Operations; Tax, Treasury and Risk Management; and Investment Products & Controls. He also will be responsible for Investor Relations and Corporate Development as well as Strategy, which has a coreport to Mr. Fink. "Given his strategic insight and leadership ability, Gary is well positioned to build on the world-class finance organization that Ann Marie has helped to establish, and I am delighted to welcome him to BlackRock. Gary has an intimate knowledge of BlackRock and knows our industry well. I am confident that he will lead our finance operations as a partner in driving our business through our next phase of disciplined growth," Mr. Fink said. Mr. Shedlin said: "It has been a privilege to be part of Morgan Stanley and to work closely with Larry and other senior executives at BlackRock as the Firm has evolved to meet the needs of clients. I am tremendously excited to now be a part of this very talented management team and to help contribute to BlackRock's continued success in leveraging the unique, global asset management platform it has built." About BlackRock BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2012, BlackRock's AUM was $3.792 trillion. BlackRock offers products that span the risk spectrum to meet clients' needs, including active, enhanced and index strategies across markets and asset classes. Products are offered in a variety of structures including separate accounts, mutual funds, ishares (exchange traded funds), and other pooled investment vehicles. BlackRock also offers risk management, advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions. Headquartered in New York City, as of December 31, 2012, the firm has approximately 10,500 employees in 30 countries and a major presence in key global markets, including North and South America, Europe, Asia, Australia and the Middle East and Africa. For additional information, please visit the Company's website at

12 Forward-looking Statements This report, and other statements that BlackRock may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock's future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions. BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. In addition to risk factors previously disclosed in BlackRock's Securities and Exchange Commission ("SEC") reports and those identified elsewhere in this report the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of BlackRock's investment products; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the extent and timing of any share repurchases; (8) the impact, extent and timing of technological changes and the adequacy of intellectual property and information security protection; (9) the impact of legislative and regulatory actions and reforms, including the Dodd- Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or The PNC Financial Services Group, Inc. ("PNC"); (10) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (11) the ability to attract and retain highly talented professionals; (12) fluctuations in the carrying value of BlackRock's economic investments; (13) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (14) BlackRock's success in maintaining the distribution of its products; (15) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (16) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

13 BlackRock's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and BlackRock's subsequent filings with the SEC, accessible on the SEC's website at and on BlackRock's website at discuss these factors in more detail and identify additional factors that can affect forward-looking statements. The information contained on the Company's website is not a part of this press release. # # #