DEF 14A 1 ny20001549x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

BLACKLINE, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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21300 Victory Boulevard, 12^th Floor

Woodland Hills, California 91367

(818) 223-9008

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of BlackLine, Inc. to be held on Thursday, May 12^th, 2022 at 9:00 a.m., Pacific time. The annual meeting will be a virtual meeting held over the Internet. You will be able to attend the virtual annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BL2022 and entering the sixteen-digit control number located on your proxy card.

Details regarding how to attend the virtual annual meeting and the business to be conducted at the annual meeting are more fully described in the accompanying notice of annual meeting of stockholders and proxy statement.

Your vote is important. Regardless of whether you plan to attend the virtual annual meeting, it is important that your shares be represented and voted at the annual meeting, and we hope you will vote as soon as possible. You may vote by proxy over the Internet or by telephone, or if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the virtual annual meeting.

Also, please let us know if you plan to attend the virtual annual meeting by marking the appropriate box on the enclosed proxy card if you requested to receive printed proxy materials, or if you vote by telephone or over the Internet, by indicating your plans when prompted.

Thank you for your ongoing support of, and continued interest in, BlackLine, Inc.

Sincerely,


Marc Huffman		Therese Tucker
President and		Executive Chair of the Board
Chief Executive Officer

	Woodland Hills, California
	March 25, 2022

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BLACKLINE, INC.

21300 Victory Boulevard, 12^th Floor

Woodland Hills, California 91367

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date			9:00 a.m., Pacific time, on Thursday, May 12^th, 2022

Place			The annual meeting will be a virtual meeting held over the Internet. You will be able to attend the annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BL2022 and entering the sixteen-digit control number located on your proxy card.

Items of Business			(1) To elect as Class III directors the two nominees named in the accompanying proxy statement to serve until our 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified.

			(2) To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

			(3) To conduct an advisory non-binding vote to approve the compensation of our named executive officers.

			(4) To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Adjournments and Postponements			Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record Date			March 17, 2022

			Only holders of record of our common stock as of March 17, 2022 are entitled to notice of and to vote at the annual meeting.

Meeting Admission			You are invited to attend the virtual annual meeting if you are a stockholder of record or a beneficial owner of shares of our common stock as of the Record Date. You can attend the virtual annual meeting by visiting www.virtualshareholdermeeting.com/BL2022 and entering the sixteen-digit control number located on your proxy card.

Availability of Proxy Materials			The Notice Regarding the Internet Availability of Proxy Materials, which contains instructions on how to access the proxy materials and our 2021 annual report, is first being sent or given on or about March 25, 2022 to all stockholders entitled to vote at the annual meeting. The proxy materials and our 2021 annual report can be accessed by following the instructions in the Notice Regarding the Internet Availability of Proxy Materials.

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Voting

Your vote is very important. You may vote by proxy over the Internet or by telephone, or if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers” beginning on page 1 of the accompanying proxy statement.

By order of the Board of Directors,

Karole Morgan-Prager

Chief Legal and Administrative Officer and

Secretary

Woodland Hills, California

March 25, 2022

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			Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
Composition of the Board			8
Stockholders’ Agreement			8
Nominees for Director			9
Continuing Directors			10
Director Not Continuing			11
Director Diversity			12
Director Independence			12
Board Leadership Structure			12
Role of Board in Risk Oversight Process			13
Board Meetings and Committees			13
Compensation Committee Interlocks and Insider Participation			15
Considerations in Evaluating Director Nominees			15
Stockholder Recommendations for Nominations to Our Board			16
Communications with the Board of Directors			16
Code of Business Conduct and Ethics			17
Director Stock Ownership Guidelines			17
Corporate Responsibility and Sustainability			17
COMPENSATION OF NON-EMPLOYEE DIRECTORS			19
Outside Director Compensation Policy			19
Director Compensation Table			20
PROPOSAL NUMBER 1 ELECTION OF CLASS III DIRECTORS			21
Nominees for Director			21
Required Vote			21
Board Recommendation			21
PROPOSAL NUMBER 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Fees Paid to the Independent Registered Public Accounting Firm			22
Auditor Independence			22
Audit and Non-Audit Services Pre-Approval Policy			22
Required Vote			22
Board Recommendation			23
Audit Committee Report			23
PROPOSAL NUMBER 3 ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			24
Advisory Vote on Compensation of Named Executive Officers			24
Required Vote			24
Board Recommendation			24
EXECUTIVE OFFICERS			25
OTHER EXECUTIVES			26
EXECUTIVE COMPENSATION			27
Compensation Discussion and Analysis			27
Governance of Executive Compensation Program			31
Individual Compensation Elements			33
Other Compensation Policies and Practices			38
Tax and Accounting Considerations			39
Executive Employment Arrangements			40
Compensation Committee Report			41
Summary Compensation Table			42
Grants of Plan-Based Awards During 2021			43
Outstanding Equity Awards at Year-End			43
Stock Option Exercises and Stock Awards Vested During 2021			45

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			Page
Potential Payments Upon Termination or Change of Control			46
Equity Compensation Plan Information			48
CEO Pay Ratio			48
RELATED PERSON TRANSACTIONS			50
Related Person Transactions			50
Policies and Procedures for Related Party Transactions			51
SECURITY OWNERSHIP

SEC Form DEF 14A filed by BlackLine Inc.