BLACKLINE, INC.

Corporate Governance

We believe the annual election of all directors encourages Board accountability to stockholders and establishes stronger incentives for directors to meaningfully contribute to improving company performance and stockholder value. It is our view that a classified board protects incumbent directors, impedes accountability for overall performance, and serves as an unnecessary anti-takeover device. Currently, the Board is divided into three classes each serving three-year terms.

The evidence shows that stockholders and institutional investors share our view that an annually-elected board is a pillar of good corporate governance. In 2025, for instance, stockholder proposals urging for declassifications received 74% average stockholder support, according to a Sullivan & Cromwell LLP study.1

Accountability and Performance

We also believe the Company's performance has been disappointing, as it has underperformed the NASDAQ composite by 29.3%, 116.1%, and 146.6% over the last one, three and five years, respectively.2 Moreover, the Company’s revenue growth has slowed from 22.8% in 2022 to an estimated 7.1% in 2025.3

These problems have not gone unnoticed by stockholders. At the Company’s 2025 annual meeting, despite running unopposed, the four nominees received between 8.8% and 24.6% withhold votes.4

For a greater voice in the Company's corporate governance and to increase the accountability of the Board, we urge you to vote “FOR” this proposal.

1 Sullivan & Cromwell, “2025 Proxy Season Review: Part 1”, August 11, 2025.

2 As of November 21, 2025, per Bloomberg (with dividends reinvested in the index).

3 2025 revenue growth per the midpoint of guidance as provided in the Company's Q3 2025 earnings press release, dated November 6, 2025.

4 Calculated as the number of Withhold votes divided by the total number of For and Withhold votes.