Engaged Capital Nominates Director Candidates to Improve BlackLine Governance

Engaged Capital announced its intention to nominate a slate of director candidates to the BlackLine board of directors in connection with the company's 2026 annual meeting of stockholders. Glenn Welling, founder and chief investment officer of Engaged Capital, commented: "It is clear to us that the BlackLine Board has failed in its fiduciary duty to act in stockholders' best interests. BlackLine's stock has underperformed the market and software peers for years. Since appointing Owen Ryan as CEO, or co-CEO, BlackLine's revenue growth has decelerated substantially and the Company's valuation multiple has compressed. Considering the Company's prolonged underperformance and inability to generate stockholder value as an independent public company, the Board's apparent inaction and outright rejection of a credible acquisition proposal without further engagement are a clear dereliction of its fiduciary duty. Compounding these failures, the Company's stated intention to reduce the size of the Board at the Annual Meeting appears to be an entrenchment maneuver designed to reduce accountability and limit stockholders' ability to elect new, independent directors. We find this deeply concerning. Accordingly, Engaged Capital intends to nominate a number of candidates commensurate with the number of Board seats ultimately up for election at the Annual Meeting. We continue to believe BlackLine is a highly valuable and strategic asset, but unlocking that value requires objective oversight and real accountability. That is why we intend to nominate a slate of highly qualified director candidates to the Board at the next Annual Meeting who are committed to representing stockholders' best interests. Our nominees bring deep software, operational, governance and M&A expertise, and will ensure all strategic alternatives, including a sale, are rigorously and objectively evaluated. If the Board remains unwilling to fulfill its fiduciary responsibility, we believe a proxy contest may be the only viable path to correcting these governance failures and maximizing value for all stockholders."