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Engaged Capital Announces Intention to Nominate Highly Qualified Director Candidates to BlackLine, Inc.’s Board

businesswire.com
BL Engaged Capital announces intention to nominate directors due to perceived fiduciary duty failures, underperformance, decelerated growth, and rejection of acquisition proposals. They believe a proxy contest is needed to unlock value.

NEWPORT BEACH, Calif.--( BUSINESS WIRE)--Engaged Capital, LLC (“Engaged Capital”), an investment firm specializing in enhancing the value of small- and mid-cap North American companies, today announced its intention to nominate a slate of highly qualified director candidates to the BlackLine, Inc. (NASDAQ: BL) (“BlackLine” or the “Company”) Board of Directors (the “Board”) in connection with the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

Glenn W. 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.”

Engaged Capital’s Director Candidates:

Storm Duncan

Mr. Duncan brings three decades of technology industry experience, including significant M&A expertise and operating experience as a technology company CEO.

Christopher Hallenbeck

Mr. Hallenbeck brings more than 25 years of experience as an operator at leading software companies, including SAP SE, Google Cloud, McKinsey & Company and Boomi.

Christopher L. Young

Mr. Young brings significant experience as a strategic advisor to public company boards and institutional investors, with deep expertise in complex M&A, corporate governance and shareholder engagement.

Christopher B. Hetrick, CFA

Mr. Hetrick brings significant expertise in corporate strategy, capital allocation and investor communications as well as a significant stockholder’s perspective.

Additional information regarding Engaged Capital’s plan to save BlackLine can be found at www.SaveBlackLine.com.

About Engaged Capital

Engaged Capital, LLC (“Engaged Capital”) is an investment advisor with a private equity-like investing style in the U.S. public equity markets. Engaged Capital seeks to help build sustainable businesses that create long-term stockholder value by engaging with and bringing an owner’s perspective to the managements and boards of undervalued public companies and working with them to unlock the embedded value within their businesses. Engaged Capital focuses on delivering superior, long-term, risk-adjusted returns for its limited partners. Engaged Capital was established in 2012 and is based in Newport Beach, California. Learn more at www.engagedcapital.com.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Engaged Capital, LLC (“Engaged Capital”), together with the other participants named herein, intends to file a preliminary proxy statement and accompanying BLUE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of BlackLine, Inc., a Delaware corporation (the “Company”).

ENGAGED CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the anticipated proxy solicitation are expected to be Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), Engaged Capital, Engaged Capital Holdings, LLC (“Engaged Holdings”), Glenn W. Welling, Storm Duncan, Christopher Hallenbeck, Christopher L. Young and Christopher B. Hetrick.

As of the date hereof, Engaged Capital Flagship Master directly beneficially owns 1,083,619 shares of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master, may be deemed to beneficially own the 1,083,619 shares of Common Stock owned by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 1,083,619 shares of Common Stock owned by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 1,083,619 shares of Common Stock owned by Engaged Capital Flagship Master. As of the date hereof, Messrs. Duncan, Hallenbeck, Young and Hetrick do not beneficially own any shares of Common Stock.