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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 14, 2023
https://cdn.kscope.io/62d1136e1c3fa8e7ffda4550f81d2796-bblogo.jpg
Blackbaud, Inc.
(Exact name of registrant as specified in its charter)
Delaware000-5060011-2617163
(State or other jurisdiction of incorporation)
(Commission File Number)(IRS Employer ID Number)
65 Fairchild Street, Charleston, South Carolina 29492
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (843) 216-6200
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 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered
Common Stock, $0.001 Par ValueBLKBNasdaq Global Select Market
Preferred Stock Purchase RightsN/ANasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2023 annual meeting of stockholders on June 14, 2023. The results of the matters submitted to a vote of the Company stockholders at the meeting are set forth below.

Proposal 1 - Election of Directors. Stockholders elected two Class A members to the Company’s Board of Directors, each for a three year term expiring in 2026 as follows:
MemberForAgainstAbstentionsBroker 
Non-Votes
Yogesh K. Gupta38,845,090 654,512 25,603 11,168,231 
Rupal S. Hollenbeck38,469,795 1,029,623 25,787 11,168,231 

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation. Stockholders approved on an advisory basis the 2022 compensation of the Company’s named executive officers as follows:
Votes Cast For36,165,954 
Votes Cast Against1,948,205 
Abstentions1,411,046 
Broker Non-Votes11,168,231 

Proposal 3 - Advisory Vote on the Frequency of Holding Future Advisory Votes to Approve Named Executive Officer Compensation. The stockholders approved on an advisory basis to hold future advisory votes regarding the compensation of the Company’s named executive officers on an annual basis. The Company has determined, consistent with the stockholder vote, to hold future advisory votes regarding the compensation of the Company’s named executive officers on an annual basis until the next vote on the frequency of such advisory votes occurs.
Frequency of Advisory Vote on Named Executive Officer Compensation1 Year2 Years3 YearsAbstentions
Votes Cast For38,476,065 3,908 1,020,265 24,967 

Proposal 4 - Vote to Approve the Amendment and Restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan. Stockholders approved the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan as follows:
Votes Cast For36,356,174 
Votes Cast Against1,771,837 
Abstentions1,397,194 
Broker Non-Votes11,168,231 

Proposal 5 - Ratification of Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 as follows:
Votes Cast For50,668,174 
Votes Cast Against13,518 
Abstentions11,744 
Broker Non-VotesN/A



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.
BLACKBAUD, INC.
Date: June 15, 2023/s/ Anthony W. Boor
Anthony W. Boor
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)