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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement ¨

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

BlackRock, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
2) Form, Schedule or Registration Statement No.:

Fellow Stockholder:

It is my pleasure to invite you to BlackRock, Inc.s 2016 Annual Meeting of Stockholders.

We will hold the meeting on Wednesday, May 25, 2016, beginning at 8:00 a.m., local time, at the New York Palace Hotel, 455 Madison Avenue, New York, New York 10022.

The attached Notice of Annual Meeting and the Proxy Statement describe the business that we will conduct at the meeting and provide information about BlackRock.

As both a fiduciary and a public company, we believe that good corporate governance is critical to achieving sustainable returns over the long term. We are vocal advocates for the adoption of sound corporate governance policies that include strong board leadership, prudent management practices and transparency.

We believe that we have implemented such a corporate governance framework at BlackRock, including the proxy access proposal that we are submitting for your approval, and hope that you will find that reflected in the attached Proxy Statement. We also encourage you to review the attached materials and submit your proxy, whether you plan to attend the meeting or not. Your vote is important.

If you plan to attend the meeting in person, you will need to request an admission ticket in advance. You can request a ticket by following the instructions set forth on page 2 of the Proxy Statement. Whether you plan to attend the meeting or not, please review the attached material and submit your proxy promptly by telephone or via the Internet in accordance with the instructions in the Notice of Internet Availability of Proxy Materials or on the attached proxy card, or by completing, signing, dating and returning the attached proxy card. Doing so will help ensure that the matters coming before the meeting can be acted upon. Returning the proxy card or otherwise submitting your proxy does not deprive you of your right to attend the meeting and vote in person.

We look forward to seeing you at the meeting.

Sincerely,

Laurence D. Fink

Chairman and Chief Executive Officer

BlackRock, Inc.

55 East 52 nd Street, New York, New York 10055

April 15, 2016

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

We will hold the Annual Meeting of Stockholders of BlackRock, Inc. at the New York Palace Hotel, 455 Madison Avenue, New York, New York 10022, on Wednesday, May 25, 2016, beginning at 8:00 a.m., local time. At our Annual Meeting, we will ask you to:

(2) approve, by non-binding advisory vote, the compensation of the named executive officers (the NEOs) as disclosed and discussed in the Proxy Statement;
(4) consider and approve a management proposal to amend the bylaws to implement proxy access;
(5) consider and vote on a stockholder proposal, if properly presented at the Annual Meeting; and
(6) consider any other business that is properly presented at the Annual Meeting.

You may vote at the Annual Meeting if you were a BlackRock stockholder at the close of business on March 30, 2016, the record date for the Annual Meeting.

Please note that we are furnishing proxy materials and access to a virtual interactive proxy statement to our stockholders via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce our impact on the environment.

Beginning on April 15, 2016, we will mail or otherwise make available to each of our stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions about how to access our proxy materials and vote online. If you attend the Annual Meeting, you may withdraw your proxy and vote in person, if you so choose.

If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

Your vote is important and we encourage you to vote promptly whether or not you plan to attend the 2016 Annual Meeting of Stockholders of BlackRock, Inc.

By Order of the Board of Directors,

R. Andrew Dickson III

Corporate Secretary

BlackRock, Inc.

55 East 52 nd Street, New York, New York 10055

Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting of Stockholders to be held on Wednesday, May 25, 2016: Our Proxy Statement and 2015 Annual Report are available free of charge on our website at www.blackrock.com/corporate/en-us/investor-relations .

TABLE OF CONTENTS

PROXY STATEMENT

1

Overview of Voting Matters

1

Questions and Answers about the Annual Meeting and Voting

2

Important Additional Information

4

ITEM 1 ELECTION OF DIRECTORS

6

Director Nominees

6

Director Nomination Process

6

Criteria for Board Membership

7

Board of Directors Recommendation

8

Director Nominee Biographies

9

Corporate Governance

19

Governance Practices and Guidelines

19

Board Leadership

19

Board Committees

20

Director Independence

23

2015 Director Compensation

25

Other Corporate Governance Matters

26

Other Executive Officers

28

Report of the Audit Committee

30

Ownership of BlackRock Common and Preferred Stock

31

Compensation of Executive Officers

33

Compensation Discussion and Analysis

33

Management Development and Compensation Committee Interlocks and Insider Participation

51

Report of the Management Development and Compensation Committee

51

Summary of Compensation

52

Section 16(A) Beneficial Ownership Reporting Compliance

60

Certain Relationships and Related Transactions

60

ITEM 2 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR NAMED EXECUTIVE OFFICERS

66

Board of Directors Recommendation

66

ITEM 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

67

Fees Incurred by BlackRock for Deloitte & Touche LLP

67

Audit Committee Pre-Approval Policy

68

Board of Directors Recommendation

68

ITEM 4 MANAGEMENT PROPOSAL AMENDMENT TO BYLAWS TO IMPLEMENT PROXY ACCESS

69

Board of Directors Recommendation

71

ITEM 5 STOCKHOLDER PROPOSAL PROXY VOTING PRACTICES REGARDING EXECUTIVE COMPENSATION

72

The Board of Directors Statement in Opposition

72

Deadlines for Submission of Proxy Proposals, Nomination Of Directors and Other Business of Stockholders

74

Other Matters

75

i

April 15, 2016

PROXY STATEMENT

The proxy materials are delivered in connection with the solicitation by the Board of Directors (the Board) of BlackRock, Inc. (BlackRock or the Company) of proxies to be voted at BlackRocks 2016 Annual Meeting of Stockholders and at any adjournment or postponement thereof.

You are invited to attend our 2016 Annual Meeting of Stockholders on Wednesday, May 25, 2016, beginning at 8:00 a.m., local time. The Annual Meeting will be held at the New York Palace Hotel, 455 Madison Avenue, New York, New York 10022. Directions are available through the Annual Meeting link accessible via the Investor Relations homepage on: www.blackrock.com .

A Notice of Internet Availability of Proxy Materials will be mailed to our stockholders beginning on April 15, 2016.

O VERVIEW OF V OTING M ATTERS

Stockholders will be asked to vote on the following matters at the Annual Meeting:

Board Recommendation

ITEM 1. Election of Directors

The Board believes that the director nominees, all of whom are current members of the Board, have the knowledge, experience, skills and backgrounds necessary to contribute to an effective and well-functioning Board.

Vote FOR

each director nominee

ITEM 2. Non-Binding Advisory Vote on Executive Compensation for Named Executive Officers

The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of the named executive officers (NEOs) as disclosed and discussed in this Proxy Statement. The Board values the opinions of our stockholders and will take into account the outcome of the advisory vote when considering future executive compensation decisions.

Vote FOR

ITEM 3. Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed Deloitte & Touche LLP to serve as BlackRocks independent registered public accounting firm for the 2016 fiscal year and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as BlackRocks independent auditors is in the best interests of the Company and its stockholders.

Vote FOR

ITEM 4. Management Proposal Amendment to Bylaws to Implement Proxy Access

The Board is recommending that stockholders approve an amendment to our Amended and Restated Bylaws to implement proxy access, which will allow eligible stockholders to include their own nominees for director in the Companys proxy materials, along with Board nominees. The Boards decision to seek stockholder approval of the bylaw amendment reflects BlackRocks commitment to strong corporate governance and stockholder engagement.

Vote FOR

ITEM 5. Stockholder Proposal Proxy Voting Practices Regarding Executive Compensation

The Board believes that the actions requested by the proponent are unnecessary and not in the best interest of our stockholders.

Vote AGAINST

Q UESTIONS AND A NSWERS ABOUT THE A NNUAL M EETING AND V OTING

Who is entitled to vote?

Holders of record of BlackRock common stock at the close of business on March 30, 2016 are entitled to receive notice and to vote their shares of BlackRock common stock at the 2016 Annual Meeting of Stockholders. As of March 30, 2016, 163,580,579 shares of BlackRocks common stock, par value $0.01 per share, were outstanding. Holders are entitled to one vote per share.

A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and can be made available beginning 10 days prior to the Annual Meeting, between the hours of 8:45 a.m. and 4:30 p.m., Eastern Time, at our principal executive offices at 55 East 52nd Street, New York, New York 10055, by writing to the Corporate Secretary of BlackRock at: c/o Corporate Secretary, BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

How do I vote and what are the voting deadlines?

You may submit a proxy by telephone, via the Internet or by mail.

Submitting a Proxy by Telephone: You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Time on May 24, 2016 by calling the toll-free telephone number on the attached proxy card, 1-800-690-6903. Telephone proxy submission is available 24 hours a day. Easy-to-follow voice prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. Our telephone proxy submission procedures are designed to authenticate stockholders by using individual control numbers.

Submitting a Proxy via the Internet: You can submit a proxy via the internet until 11:59 p.m. Eastern Time on May 24, 2016 by accessing the website listed on the Notice of Internet Availability of Proxy Materials and your proxy card, www.proxyvote.com , and by following the instructions on the website. Internet proxy submission is available 24 hours a day. As with the telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded.

Submitting a Proxy by Mail: Mark your proxy card, date, sign and return it to Broadridge Financial Solutions in the postage-paid envelope provided (if you received your proxy materials by mail) or return it to BlackRock, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Proxy cards returned by mail must be received no later than the close of business on May 24, 2016.

By casting your vote in any of the three ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions.

What is required to attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were, or you hold a valid legal proxy naming you to act as a representative for, a holder of BlackRock common stock at the close of business on March 30, 2016. Stockholders, or their valid legal proxies, planning to attend the Annual Meeting in person must request an admission ticket in advance of the Annual Meeting by visiting www.proxyvote.com and following the instructions provided (you will need the 16-digit control number included on your proxy card, voter instruction or form of notice). Tickets will be issued to registered and beneficial owners. Requests for admission tickets will be processed in the order they are received and must be requested no later than May 24, 2016. Please note that seating is limited and requests for tickets will be accepted on a first-come, first-served basis. In addition to your admission ticket, please bring a form of government-issued photo identification, such as a drivers license, state-issued identification card or passport, to gain entry to the Annual Meeting. If you were the beneficial owner of shares held in the name of a bank, broker or other holder of record, you or your representative must also bring proof of your stock ownership as of the close of business on March 30, 2016, such as an account statement or similar evidence of ownership. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting. If you are unable to provide valid photo identification or if we are unable to validate that you were a stockholder (or that you are authorized to act

as a legal proxy for a stockholder) or you cannot comply with the other procedures outlined above for attending the Annual Meeting in person, we will not be able to admit you to the Annual Meeting.

In the event you submit your proxy and you attend the Annual Meeting, you may revoke your proxy and cast your vote personally at the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record, to be able to vote at the Annual Meeting.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

How will voting on any other business be conducted?

If any other business is properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. At the date this Proxy Statement went to press, we did not know of any other business to be raised at the Annual Meeting.

May I revoke my vote?

Proxies may be revoked at any time before they are exercised by:

submitting a proxy on a later date by telephone or Internet (only your last telephone or Internet proxy will be counted) before 11:59 p.m. Eastern Time on May 24, 2016;
timely delivery of a valid, later-dated proxy; or

What is a quorum?

A quorum is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote at the Annual Meeting is necessary to constitute a quorum.

What is the effect of a broker non-vote or abstention?

Abstentions and broker non-votes, if any, are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If a nominee has not received instructions from the beneficial owner, the nominee may vote these shares only on matters deemed routine by the New York Stock Exchange (NYSE). The election of directors, approval of NEO compensation, the bylaw amendment to implement proxy access and the stockholder proposal are not deemed routine by the NYSE and nominees have no discretionary voting power for these matters. The ratification of the appointment of an independent registered accounting firm is deemed a routine matter on which nominees have discretionary voting power.

What vote is required in order to approve each of the proposals?

Each share of our common stock outstanding on the record date will be entitled to one vote on each of the 19 director nominees and one vote on each other matter. Directors receiving a majority of votes cast (number of shares voted for a director must exceed the number of shares voted against that director) with respect to Item 1 will be elected as a director. Abstentions and broker non-votes will be disregarded and have no effect on the outcome of the vote to elect directors. A majority of the votes of shares of common stock represented and entitled to vote at the Annual Meeting is required for Item 2, the approval of NEO compensation, Item 3, the ratification of Deloitte & Touche

LLP as BlackRocks independent registered public accounting firm for the 2016 fiscal year and Item 5, the approval of the stockholder proposal. A majority of the votes of shares of common stock outstanding is required for Item 4, the approval of the management proposal to amend the bylaws to implement proxy access. In the vote for Item 4, abstentions and broker non-votes have the same effect as a vote cast against the proposal. In the vote for Items 2, 3 and 5, abstentions have the same effect as a vote cast against the proposal and broker non-votes will be disregarded and have no effect.

Who will count the votes and how can I find the results of the Annual Meeting?

Broadridge Financial Solutions, our independent tabulating agent, will count the votes. We will publish the voting results in a Form 8-K filed within four business days of the Annual Meeting.

I MPORTANT A DDITIONAL I NFORMATION

Cost of Proxy Solicitation

We will pay the expenses of soliciting proxies. Proxies may be solicited in person or by mail, telephone and electronic transmission on our behalf by directors, officers or employees of BlackRock or its subsidiaries, without additional compensation. We will reimburse brokerage houses and other custodians, nominees and fiduciaries that are requested to forward soliciting materials to the beneficial owners of the stock held of record by such persons.

Multiple Stockholders Sharing the Same Mailing Address

In order to reduce printing and postage costs, we have undertaken an effort to deliver only one Notice of Internet Availability of Proxy Materials or, if applicable, one Annual Report and one Proxy Statement to multiple stockholders sharing a mailing address. This delivery method, called householding, will not be used if we receive contrary instructions from one or more of the stockholders sharing a mailing address. If your household has received only one such copy, we will deliver promptly a separate copy of the Notice of Internet Availability of Proxy Materials or, if applicable, the Annual Report and the Proxy Statement to any stockholder who sends a written request to the Corporate Secretary at the address provided on page 2 of this Proxy Statement.

You may also notify us that you would like to receive separate copies of the Notice of Internet Availability of Proxy Materials or, if applicable, BlackRocks Annual Report and Proxy Statement in the future by writing to the Corporate Secretary. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you are submitting a proxy by mail, each proxy card should be marked, signed, dated and returned in the enclosed self-addressed envelope.

If your household has received multiple copies of BlackRocks Annual Report and Proxy Statement, you can request the delivery of single copies in the future by marking the designated box on the attached proxy card.

If you own shares of common stock through a bank, broker or other nominee and receive more than one Annual Report and Proxy Statement, contact the holder of record to eliminate duplicate mailings.

Confidentiality of Voting

BlackRock keeps all proxies, ballots and voting tabulations confidential as a matter of practice. BlackRock allows only Broadridge Financial Solutions to examine these documents. Occasionally, stockholders provide written comments on their proxy cards, which are then forwarded to BlackRock management by Broadridge Financial Solutions.

Available Information

BlackRock makes available free of charge through its website at www.blackrock.com , under the heading Our Firm / Investor Relations / SEC Filings, its Annual Reports to Stockholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and form of proxy and all amendments to these reports no later than the day on which such materials are first sent to security holders or made public. Further, BlackRock will provide, without charge to each stockholder upon written request, a copy of BlackRocks Annual Reports to Stockholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and form of proxy and all amendments to those reports. Written requests for copies should be addressed to the Corporate Secretary at the address provided on page 2 of this Proxy Statement. Requests may also be directed to (212) 810-5300 or via e-mail to invrel@blackrock.com . Copies may also be accessed electronically by means of the U.S. Securities and Exchange Commissions (SEC) homepage on the Internet at www.sec.gov . The Annual Report on Form 10-K for the year ended December 31, 2015 (the 2015 Form 10-K) is not part of the proxy solicitation materials.

ITEM 1

ELECTION OF DIRECTORS

Director Nominees

Our Board has nominated 19 directors for election at this years Annual Meeting on the recommendation of our Nominating and Governance Committee (the Governance Committee). If elected, each such director will serve until the annual meeting of stockholders in 2017, or, in each case, until succeeded by another qualified director who has been elected or until his or her death, resignation or retirement.

All of the nominees are currently directors of the Board and have agreed to be named in this Proxy Statement and to serve if elected. If all 19 nominees are elected, BlackRocks Board of Directors will consist of 19 directors, 16 of whom, representing approximately 85% of the Board, will be independent as defined in the NYSE listing standards.

Implementation and Stockholder Agreement with The PNC Financial Services Group, Inc.

BlackRocks implementation and stockholder agreement with The PNC Financial Services Group, Inc. (PNC) (the PNC Stockholder Agreement) provides, subject to the waiver provisions of the agreement, that BlackRock will use its best efforts to cause the election at each annual meeting of stockholders such that the Board of Directors will consist of no more than 19 directors, not less than two nor more than four directors who will be members of BlackRock management, two directors who will be designated by PNC and the remaining directors being independent for purposes of the rules of the NYSE and not designated by or on behalf of PNC or any of its affiliates. PNC has designated one member of the Board of Directors, William S. Demchak, Chairman, President and Chief Executive Officer of PNC. PNC has notified BlackRock that for the time being it will not designate a second director to the Board of Directors, although it retains the right to do so at any time in accordance with the PNC Stockholder Agreement. PNC has additionally been permitted to invite an observer to attend meetings of the Board of Directors as a non-voting guest. The PNC observer is Gregory B. Jordan, the General Counsel and Head of Regulatory and Governmental Affairs of PNC. Laurence D. Fink and Robert S. Kapito are members of BlackRocks management team and are currently members of the Board. For additional detail on the PNC Stockholder Agreement, please see Certain Relationships and Related Transactions Stockholder Agreement with PNC on page 61.

Majority Vote Standard for Election of Directors

BlackRocks Amended and Restated Bylaws require directors to be elected by a majority of the votes cast with respect to each director in uncontested elections (the number of shares voted for a director nominee must exceed the number of shares voted against that director nominee). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standards for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Whether an election is contested or not is determined as of a date that is seven days in advance of when we file our definitive Proxy Statement with the SEC.

Director Resignation Policy

Under our Director Resignation Policy, any incumbent director who fails to receive a majority of votes cast must tender his or her resignation to the Board. In that situation, the Governance Committee would make a recommendation to the Board of Directors about whether to accept or reject the resignation or whether to take other action. The Board of Directors will act on the Governance Committees recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who tenders his or her resignation under the Director Resignation Policy will not participate in the Board of Directors decision.

Director Nomination Process

The Governance Committee of the Board oversees the director nomination process. As specified in its charter, the Governance Committee leads the Boards annual review of Board performance, reviews and recommends to the Board

the Companys Corporate Governance Guidelines, which include the minimum criteria for membership on the Board. The Governance Committee also assists the Board in identifying individuals qualified to become Board members and recommends to the Board a slate of candidates, which may include both incumbent and new director nominees, to submit for election at each annual meeting of stockholders. The Governance Committee may also recommend that the Board elect new members to the Board who will serve until the next annual meeting of stockholders.

Identifying and Evaluating Candidates for Director

The Governance Committee seeks advice and names of potential director candidates from current directors and executive officers when identifying and evaluating new candidates for director. The Governance Committee also may engage third-party firms that specialize in identifying director candidates to assist in a search. Stockholders who wish to recommend a candidate for election to the Board may submit director recommendations to the Governance Committee or to stockholders at the annual meeting. For information on the requirements governing stockholder nominations for the election of directors, please see Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders on page 74.

Once a person has been identified by the Governance Committee as a potential director candidate, the Governance Committee collects and reviews publicly available information regarding the candidate to assess whether the candidate should be considered further. If the Governance Committee determines that the candidate warrants further consideration, the Chairperson or a person designated by the Governance Committee will contact the candidate. If the candidate expresses a willingness to be considered and to serve on the Board of Directors, the Governance Committee typically requests information from the candidate and reviews the candidates accomplishments and qualifications against the criteria set forth below. The Governance Committees evaluation process does not vary based on whether a candidate is recommended by a stockholder, although the Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Criteria for Board Membership

Director Qualifications and Attributes

The Governance Committee and the Board of Directors take into consideration a number of factors and criteria in reviewing candidates for nomination to the Board. As indicated in BlackRocks Corporate Governance Guidelines, the Board of Directors believes that at a minimum a person must demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board of Directors oversight of the business and affairs of BlackRock and that a person has an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities.

In addition, nominees for director are selected on the basis of, among other things, experience, diversity, knowledge, skills, expertise, an ability to make independent analytical inquiries, understanding of BlackRocks business environment and willingness to devote adequate time and effort to the responsibilities of the Board of Directors.

Consideration of Diversity and Experience

Although the Board of Directors has not set specific goals with respect to diversity, it believes a diverse mix of knowledge, experience, skills, backgrounds and viewpoints enhances the Boards capabilities. In reviewing candidates, the Governance Committee takes into consideration a candidates professional background, gender, race, national origin and age. The Board addresses whether it has achieved an appropriate level of diversity as part of its consideration of the Boards composition in its annual self-evaluation process and the Governance Committee periodically reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skill sets, experience, backgrounds and qualifications that are relevant to the Companys current and future global strategy, business and governance.

In addition to the personal qualities and attributes described above, the Board looks for individuals who have demonstrated expertise and have global experience in the following disciplines: financial services, capital markets, public company governance, business operations, government regulation, public policy, and risk management. The Board also seeks candidates who have significant leadership experience, including current and former chief executive officers, who can share their perspective and practical experience on developing and implementing business strategies, setting appropriate executive compensation, and managing talent.

Consideration of Board Tenure

To ensure the Board of Directors has an appropriate balance of experience, continuity and fresh perspective, the Board takes into consideration tenure diversity when reviewing nominees. As of March 1, 2016, the average tenure of BlackRocks directors was approximately 8.2 years (the average tenure for independent directors was 6.1 years). The Board believes that the current Board represents an effective mix of long-, medium- and short-tenured directors. Three non-management directors have served 15 years or more and bring a wealth of experience and knowledge concerning BlackRock, while six directors were added to the Board over the past four years and bring fresh perspectives to Board deliberations. The Board of Directors believes the current mix of tenures provides for a highly effective and well-functioning Board.

Compliance with Regulatory and Independence Requirements

In addition to the criteria described above, the Governance Committee takes into consideration regulatory requirements, including competitive restrictions and financial institution interlocks, and independence requirements under the NYSE listing standards and our Corporate Governance Guidelines in its review of candidates for the Board and Board Committees. The Governance Committee also considers a candidates current and past positions held, including past and present board and committee membership, as part of its evaluation.

Service on Other Public Company Boards

Each of BlackRocks directors must have the time and ability to make a constructive contribution to the Board, as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interests of the Companys stockholders. BlackRocks Chief Executive Officer does not serve on the board of directors of any other public company, and none of our current directors serve on more than three public company boards, including BlackRocks Board.

Board of Directors Recommendation

For this years election, the Board has nominated 19 candidates, all of whom are current directors of the Board, that it believes provide the Company with the combined depth and breadth of skills, experience and qualities needed to contribute to an effective and well-functioning Board. The composition of the current Board reflects a diverse range of skills, qualifications and professional experience that is relevant to BlackRocks global strategy, business and governance.

The following biographical information regarding each director nominee highlights the particular experience, qualifications, attributes or skills possessed by each director nominee that led the Board of Directors to determine that such person should serve as director. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board of Directors chooses to reduce the number of directors serving on the Board of Directors.

All director nominee biographical information is as of March 1, 2016.

The Board of Directors recommends stockholders vote FOR the election of each of the following 19 director nominees.

Director Nominee Biographies

BlackRock Board Committee Memberships

Nominating and Governance Committee

Risk Committee

Other Public Company Directorships (within the past 5 years)

None

Experience and Qualifications

Mr. Al-Hamad has served as Director General and Chairman of the Board of Directors of the Arab Fund for Economic and Social Development since 1985. He was the Minister of Finance and Planning of Kuwait from 1981 to 1983 and prior to that served for 18 years as the Director General of the Kuwait Fund for Arab Economic Development. He is also a member of the Board of the Kuwait Investment Authority. Mr. Al-Hamad chaired the Development Committee Task Force on Multilateral Development Banks and has served on the International Advisory Boards of Morgan Stanley, Marsh & McLennan Companies, Inc., American International Group, Inc. and the National Bank of Kuwait.

Mr. Al-Hamads extensive...


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