BLACKBAUD INC
For the period ended Dec 31, 2023. Filed Apr 23, 2024.
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Dec 31, 2023 · Filed Apr 23, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
þ Filed by the Registrant¨ 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)) |
| þ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Blackbaud, 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): | |
|---|---|
| þ | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
TABLE OF CONTENTS
| LETTER TO STOCKHOLDERS FROM OUR BOARD OF DIRECTORS | 2 |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 3 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 4 |
| PROXY SUMMARY | 4 |
| PROXY STATEMENT | 10 |
| GOVERNANCE | 11 |
| Proposal 1—Election of Directors | 11 |
| Board of Directors and Committees | 22 |
| Director Compensation | 29 |
| Transactions with Related Persons | 31 |
| Environmental, Social and Governance Responsibility | 32 |
| STOCK OWNERSHIP | 35 |
| Ownership of Equity Securities of the Company | 35 |
| Delinquent Section 16(a) Reports | 36 |
| EXECUTIVE COMPENSATION | 37 |
| Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation | 37 |
| Compensation Discussion and Analysis | 38 |
| Compensation Committee Report | 54 |
| Compensation Committee Interlocks and Insider Participation | 54 |
| Compensation Tables | 55 |
| Pay Versus Performance | 60 |
| Nonqualified Deferred Compensation and Retirement Plans | 62 |
| Potential Payments Upon Termination or Change in Control | 63 |
| CEO Pay Ratio | 67 |
| Proposal 3—Approval of the Amendment and Restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan | 68 |
| Equity Compensation Plan Information | 77 |
| AUDIT MATTERS | 78 |
| Proposal 4—Ratification of the Appointment of Independent Registered Public Accounting Firm | 78 |
| Audit Committee Report | 78 |
| SPECIAL MATTERS | 80 |
| Proposal 5—Adoption of the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law | 80 |
| ADDITIONAL INFORMATION | 82 |
| Questions and Answers about the 2024 Annual Meeting of Stockholders | 82 |
| Stockholder Proposals | 84 |
| Delivery of Documents to Stockholders Sharing an Address | 85 |
| Other Matters | 85 |
| APPENDICES | 86 |
| Appendix A—Reconciliations of GAAP to non-GAAP Financial Measures | |
| Appendix B—Amended and Restated Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan | |
| Appendix C—Form of Proxy Card | |
| 2024 Proxy Statement | 1 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.