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].

Core Viewpoint - Engaged Capital urges BlackLine, Inc. to explore strategic alternatives, particularly in light of renewed acquisition interest from SAP SE, believing that a sale would be the best outcome for stockholders due to BlackLine's inability to generate sustainable value in the public market [1][5]. Summary by Sections Engagement with BlackLine - Engaged Capital is a significant stockholder of BlackLine and has faced challenges in meaningful engagement with the company's management, which has been unresponsive and difficult to schedule meetings with [2][3]. - Despite these challenges, Engaged Capital continues to hold shares, believing in BlackLine's strategic value, which has been trading at a substantial discount to its fair value [2][3]. Acquisition Interest - Reports indicate that SAP SE made a formal offer to acquire BlackLine earlier this year, which was rejected by BlackLine's Board of Directors [3]. - Engaged Capital expresses disappointment over the rejection, especially given BlackLine's poor performance in creating stockholder value and its underperformance compared to relevant software indices [3][4]. Stock Performance - BlackLine's total stockholder return has been negative over various time frames: -8% over 1 year, 0% over 3 years, and -47% over 5 years, contrasting sharply with the positive returns of the IGV Software Index and S&P Software & Services Select Industry Index [4][5]. - The company has significantly underperformed relative to these indices, with a relative performance of -35% over 1 year against the IGV Software Index [4]. Call to Action - Engaged Capital calls for the Board to act urgently and engage financial advisors to run a strategic alternatives process to maximize stockholder value [5]. - The firm emphasizes that the Board's fiduciary duties are to all stockholders, not just management, and expresses readiness to hold the Board accountable if necessary [6].

Core Insights - Cognex Corporation is a leader in the machine vision systems industry, focusing on automating manufacturing processes [1] - Engaged Capital, LLC has acquired a significant stake in Cognex and is advocating for operational optimization to enhance the company's value [2][5] - The current stock price of Cognex is $46.29, with a potential for nearly doubling over the next two years if cost-cutting measures are implemented [3][5] Company Performance - On October 21, 2025, Robert Willett, a director at Cognex, sold 6,704 shares at approximately $49.51 each [1][5] - Cognex's stock has traded between a low of $45.87 and a high of $48.04 today, with a yearly high of $49.76 and a low of $22.67 [4][5] - The market capitalization of Cognex is approximately $7.77 billion, with a trading volume of 2,249,362 shares on the NASDAQ exchange [4]