Engaged Capital Sends 220 Demand Letter to BlackLine, Inc.

Core Viewpoint - Engaged Capital has submitted a demand to BlackLine, Inc. to inspect records related to the Board's handling of acquisition offers, particularly a $66 per share offer from SAP, citing concerns over the Board's stewardship and lack of engagement with shareholders [1][2][3]. Group 1: Demand for Records - Engaged Capital is seeking access to the Board and Strategic Committee records concerning all inbound acquisition interests, including the reported $66 per share offer from SAP SE, which represents an 18% premium over BlackLine's stock price at the time of the offer [1][3]. - The demand is made under Section 220 of the Delaware General Corporation Law, allowing stockholders to inspect company records for a proper purpose [9][11]. - Engaged Capital aims to evaluate whether to nominate director candidates at the 2026 Annual Meeting based on the findings from the requested records [14]. Group 2: Concerns Over Board Performance - Engaged Capital has expressed concerns regarding BlackLine's poor stockholder engagement and its underperformance compared to software peers, questioning the Board's oversight of strategic opportunities [2][8]. - The lack of transparency regarding the Strategic Committee's formation, purpose, and authority has raised doubts about the Board's management of strategic processes [8][12]. - The Board's rejection of SAP's acquisition offer, despite its substantial value, has been highlighted as a significant concern, indicating potential mismanagement [3][8]. Group 3: Strategic Committee Insights - The Strategic Committee has been in place for over a year, but details about its formation and activities remain unclear, leading to skepticism about its effectiveness [6][8]. - The current members of the Strategic Committee are noted to be Class I directors whose terms will expire at the 2026 Annual Meeting, which may influence future governance decisions [6][14]. - Engaged Capital's demand includes specific requests for documentation related to the Strategic Committee's evaluations and communications regarding acquisition offers [12][15].