Lobbying Expenditures Disclosure - Climate

2019 – BlackRock, Inc.

WHEREAS, we believe in full disclosure of BlackRock's direct and indirect lobbying activities and expenditures to assess whether our company's lobbying is consistent with its expressed goals and in the best interests of stockholders.

RESOLVED, the stockholders of BlackRock request the preparation of a report, updated annually, disclosing:

  1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

  2. Payments by BlackRock used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

  3. BlackRock's membership in and payments to any tax-exempt organization that writes and endorses model legislation.

  4. Description of management's and the Board's decision making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which BlackRock is a member.

Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on BlackRock's website.

Supporting Statement: We encourage transparency in BlackRock's use of corporate funds to lobby. BlackRock spent $18,570,000 from 2010 - 2017 on federal lobbying. This figure does not include state lobbying expenditures, where BlackRock also lobbies but disclosure is uneven or absent. For example, BlackRock spent $938,394 on lobbying in California from 2011-2017. And BlackRock CEO Laurence Fink stated that "lobbying is really good because it is maximizing shareholder value" ("Unusual Debate at Davos: Lobbying, Maximizing Shareholder Value and the Duty of CEO's," ProMarket, April 1, 2016).

BlackRock lists memberships in the Investment Company Institute and the Securities Industry and Financial Markets Association, which together spent $25,434,947 on lobbying in 2016 and 2017. BlackRock is reportedly a member of the Chamber of Commerce ("Is the Most Powerful Lobbyist in Washington Losing Its Grip?" Washington Post, July 14, 2017), which has spent over $1.4 billion on lobbying since 1998, and belongs to the Business Roundtable, which is lobbying against the right of shareholders to file resolutions. BlackRock does not comprehensively disclose its memberships in, or payments to, trade associations, nor the amounts used for lobbying.

We are concerned that BlackRock's lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, BlackRock believes climate change risk is an investment issue, yet the Chamber undermined the Paris climate accord ("Paris Pullout Pits Chamber against Some of Its Biggest Members," Bloomberg, June 9, 2017). We believe that companies should ensure there is alignment between their own positions and their lobbying, including through trade associations.