BlackLine Confirms Engaged Capital Nominates Three Director Candidates

BlackLine confirmed that Engaged Capital has submitted to the company a notice of nomination of three director candidates to stand for election to the BlackLine Board of Directors at the company's 2026 Annual Meeting of Stockholders. The date for the Annual Meeting has not yet been announced. The Nominating and Corporate Governance Committee of BlackLine's Board of Directors will review the proposed nominees in accordance with the company's guidelines. The Board will present its formal recommendation regarding director nominees in the company's definitive proxy statement and other materials, to be filed with the Securities and Exchange Commission and mailed to all stockholders eligible to vote at the 2026 Annual Meeting of Stockholders. Stockholders are not required to take any action at this time. "Multiple members of our Board of Directors and management team have met with and held seven discussions with Engaged in the past 12 months, including times when Engaged was and was not an investor in the Company. During every engagement with Engaged, the Board and management have sought to have an open and constructive dialogue to explore all paths to create value for stockholders," said David Henshall, Lead Independent Director of the Board. "We remain open to good-faith engagement with our stockholders and share a focus on evaluating all avenues to create stockholder value." The Company also noted two recent disclosures regarding relevant Board activities for investor consideration. First, in November 2025, the Board disclosed that it has maintained an independent strategic committee of the Board of Directors for more than a year. Current members of the Strategic Committee are David Henshall, who is serving as Chairperson, Greg Hughes, and Tom Unterman. Morgan Stanley & Co. LLC is serving as financial advisor to BlackLine. Additionally, as previously disclosed in December 2025, Tom Unterman informed the Board that he will not seek to stand for reelection at the Annual Meeting, and in response to that and stockholder feedback on board size, the Board intends to reduce the size of its Board from 12 to 11 directors upon Mr. Unterman's resignation. As a result, three Class I director seats will be up for election at the Annual Meeting. In the past five years, BlackLine has appointed seven new independent directors, including one selected in consultation with a stockholder in 2025.