Core Viewpoint - BlackLine has received a notice of nomination from Engaged Capital for three director candidates to be elected at the 2026 Annual Meeting of Stockholders, with the meeting date yet to be announced [1] Group 1: Board of Directors and Governance - The Nominating and Corporate Governance Committee will review the proposed nominees and present formal recommendations in the definitive proxy statement [2] - The Board has engaged in multiple discussions with Engaged Capital over the past year, aiming for constructive dialogue to enhance stockholder value [3] - The Board plans to reduce its size from 12 to 11 directors following Tom Unterman's decision not to seek reelection, resulting in three Class I director seats available for election [4] Group 2: Strategic Initiatives and Financial Outlook - BlackLine introduced several initiatives in November 2024 to support its refreshed strategy, with updates expected during the upcoming quarterly earnings call [3] - The Board has maintained an independent strategic committee for over a year, with Morgan Stanley & Co. LLC serving as financial advisor [3] Group 3: Company Overview - BlackLine is a platform for the Office of the CFO, focusing on digital finance transformation through accurate and efficient financial operations [5] - The company has over 4,400 customers across various industries, emphasizing its collaborative approach and innovation supported by significant R&D investment [6]

Core Viewpoint - Engaged Capital has formally nominated three independent director candidates to the BlackLine Board for the 2026 Annual Meeting, aiming to enhance shareholder value and explore strategic options [1][2]. Group 1: Nomination Details - Engaged Capital submitted a nomination notice for three director candidates: Storm Duncan, Christopher Hallenbeck, and Christopher L. Young, all of whom possess significant expertise in the software industry, mergers and acquisitions, and corporate governance [1]. - BlackLine has confirmed that only three board seats will be contested at the upcoming Annual Meeting, including one held by the company's founder, Therese Tucker [1]. Group 2: Strategic Intent - The nomination is intended to provide shareholders with credible alternatives focused on evaluating strategic options that align with their best interests [1]. - Engaged Capital is also advocating for BlackLine to explore strategic alternatives in light of renewed acquisition interest from SAP SE [2]. Group 3: Company Background - Engaged Capital, established in 2012 and based in Newport Beach, California, focuses on enhancing the value of small- and mid-cap North American companies through active engagement with management and boards [1]. - The firm aims to build sustainable businesses that create long-term shareholder value and deliver superior, risk-adjusted returns for its partners [1].

Core Viewpoint - Engaged Capital is actively pushing for BlackLine's board to evaluate a recent acquisition offer from SAP SE, emphasizing the need for a strategic alternatives process to assess shareholder interests and potential value creation [2][5][6]. Group 1: Engaged Capital's Involvement - Engaged Capital, founded by Glenn Welling, holds a 2.02% stake in BlackLine and has a history of successful small-cap investments with an average return of 20.56% [1]. - The firm has initiated a proxy fight by nominating four director candidates for BlackLine's board at the 2026 Annual Meeting, including individuals with significant experience in technology and finance [2][7]. Group 2: BlackLine's Business Overview - BlackLine operates in the financial accounting solutions sector, primarily offering Software as a Service (SaaS) with high gross margins of 80% and a strategic partnership with SAP SE, which accounts for approximately 30% of its revenue [3]. - The company experienced rapid growth prior to the COVID-19 pandemic, with revenue compounding at over 20% annually, but has since faced a decline in growth rates and stock price, dropping to around $61 in December 2022 [3][4]. Group 3: Recent Developments and Strategic Context - SAP SE reportedly made an acquisition offer of $66 per share for BlackLine in June 2025, representing over a 30% premium to the 60-day trading average at that time, but BlackLine rejected the offer [4][5]. - Engaged Capital's push for a strategic review comes amid concerns about BlackLine's declining growth and the need for the board to act in the best interests of shareholders, particularly given the strategic relationship with SAP [5][6]. Group 4: Board Dynamics and Proxy Fight Considerations - The upcoming proxy fight will be influenced by the impending departure of board member Tom Unterman, creating a vacancy that Engaged Capital can leverage [8]. - Engaged Capital is likely to gain support from Clearlake Capital, which holds a 9.6% stake in BlackLine, and there are indications of shareholder discontent with the current management [8].

Core Viewpoint - Activist investor Engaged Capital is initiating a proxy fight to appoint four new outside directors at BlackLine, emphasizing the need for fresh perspectives in the boardroom to enhance strategic options [1] Group 1: Investor Actions - Engaged Capital is advocating for a change in BlackLine's board composition to improve governance and strategic direction [1] - The investor believes that the current board lacks the necessary expertise to navigate the company's future challenges [1] Group 2: Company Background - BlackLine is a software maker that specializes in financial automation solutions, indicating its focus on technology-driven financial processes [1] - The company may face challenges in adapting to evolving market demands without new leadership perspectives [1]

Core Insights - BlackLine, Inc. actively engages with its stockholders, having met with Engaged Capital seven times in the past 12 months, demonstrating a commitment to constructive dialogue with all shareholders [1] Company Overview - BlackLine (Nasdaq: BL) is a platform designed for the Office of the CFO, focusing on digital finance transformation by providing accurate, efficient, and intelligent financial operations [2] - The company utilizes the Studio360 platform to unify data, streamline processes, and deliver real-time insights through automation and AI capabilities powered by Verity [2] Customer Base and Innovation - BlackLine has over 4,400 customers across various industries, indicating a broad market presence and a collaborative approach to innovation [3]

Core Insights - Engaged Capital has acquired a stake in Cognex Corporation, indicating a strategic investment aimed at enhancing the company's value [1] Company Summary - Engaged Capital specializes in enhancing the value of small and mid-cap North American companies, showcasing its focus on this market segment [1] - The investment firm presented actionable opportunities for value enhancement at the 13D Monitor Active-Passive Investor Summit, emphasizing the potential for margin expansion [1]

Core Viewpoint - Activist investor Engaged Capital has acquired a significant stake in Cognex and is advocating for cost-cutting measures and the engagement of cost consultants to enhance the company's stock price [1] Company Summary - Engaged Capital is pushing Cognex, a manufacturer of machine vision systems, to implement cost reduction strategies [1] - The involvement of Engaged Capital indicates a potential shift in Cognex's operational strategy aimed at improving financial performance [1]

Core Viewpoint - Portillo's Inc. has entered into a cooperation agreement with Engaged Capital to identify a new director with restaurant operations experience for its Board of Directors [1][2] Group 1: Cooperation Agreement - The cooperation agreement aims to enhance the Board's expertise by adding a director with relevant restaurant operating experience [1][2] - Engaged Capital played a role in introducing Jack Hartung to the Board in January, indicating a collaborative relationship [2] - Engaged Capital has agreed to customary standstill and voting agreements as part of the cooperation [2] Group 2: Company Strategy and Performance - Portillo's Board is focused on driving traffic, improving margins, and delivering industry-leading unit economics for shareholders [2] - The company is taking actions to shrink restaurant size, drive sustainable same-store sales, and improve restaurant margins, indicating a strategic focus on operational efficiency [2] - Portillo's is recognized for its iconic brand and industry-leading average unit volumes (AUVs) both in and outside of Chicago [2] Group 3: Company Background - Portillo's was founded in 1963 and has grown to over 90 restaurants across 10 states, known for its Chicago-style hot dogs and other menu items [4] - The company offers a loyalty program and ships food nationwide, enhancing customer engagement and market reach [4] Group 4: Engaged Capital Overview - Engaged Capital is an investment advisor focused on building sustainable businesses and creating long-term stockholder value [5] - The firm engages with management and boards of undervalued public companies to unlock embedded value [5]