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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 7, 2026

__________________________

BLACKLINE, INC.

(Exact name of registrant as specified in its charter)

__________________________

Delaware

001-37924

46-3354276

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

21300 Victory Boulevard, 12th Floor

Woodland Hills, California 91367

(Address of principal executive offices) (Zip Code)

(818) 223-9008

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01, par value

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o The Company’s 2026 annual meeting of stockholders (the “Annual Meeting”) was held on May 7, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was a virtual meeting held over the Internet via live webcast. Present at the Annual Meeting in person or by proxy were holders of 52,859,537 shares of the Company’s common stock, constituting a quorum for the transaction of business. The proposals voted upon at the Annual Meeting and the vote with respect to each such matter are as set forth below.

Proposal 1: Election of Class I directors


Nominee:	For:	Withheld:	Broker Non-Votes:
Scott Davidson	44,638,100	3,970,691	4,250,746
David Henshall	39,107,820	9,500,971	4,250,746
Therese Tucker	42,767,647	5,841,144	4,250,746

Based on the votes set forth above, each director nominee was duly elected to serve until the 2029 annual meeting of stockholders and until his/her respective successor is duly elected and qualified or until his/her death, resignation or removal.

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026


For:	Against:	Abstain:
52,760,501	86,853	12,183

There were no broker non-votes on this proposal.

Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 3: Advisory non-binding vote on Named Executive Officer Compensation


For:	Against:	Abstain:	Broker Non-Votes:
30,296,698	18,266,738	45,355	4,250,746

Based on the votes set forth above, the stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers.

Proposal 4: To consider a stockholder proposal if properly presented at the Annual Meeting


For:	Against:	Abstain:	Broker Non-Votes:
48,401,193	183,073	24,525	4,250,746

Based on the votes set forth above, the stockholders approved a stockholder proposal regarding the declassification of our Board.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BLACKLINE, INC.

Date: May 8, 2026	By:	/s/ Karole Morgan-Prager
		Karole Morgan-Prager
		Chief Legal and Administrative Officer