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BLACKBAUD INC Call Transcript 2026

Jun 10, 2026

Call Transcript

BLACKBAUD INC

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Afternoon. Welcome to the Blackbaud, Inc. Annual Meeting of Stockholders. I will now turn it over to Mike Gianoni, Blackbaud's President, CEO, and Vice Chairman of the Board of Directors, to begin the meeting. Good afternoon. I'm Mike Gianoni, Blackbaud's President, CEO, and Vice Chairman of the Board of Directors. It's my pleasure to welcome you to Blackbaud's 2026 Annual Meeting of Stockholders. This virtual meeting will be conducted in accordance with the agenda and rules for the meeting that are posted on the meeting webpage. Joining us today is Jon Olson, the company's Chief Legal Officer and Corporate Secretary, who is acting as Secretary of this meeting, and having been duly sworn, will act as the Inspector of Elections. In accordance with the notice of meeting, I call this annual meeting of Blackbaud stockholders to order. At this time, I would like to turn the meeting over to Jon and ask that he introduce the Directors and others who are joining in this meeting. He will also introduce the items of business that will be covered and walk through the voting mechanics for this meeting. Thank you, Mike. Let the record reflect that all of the Blackbaud Directors have joined this virtual meeting today, including Andrew Leitch, Deneen DeFiore, Roger Nanney, Kristian Talvitie, Brad Pyburn, and of course, Mike Gianoni. In addition, joining the meeting, we also have representatives of Ernst & Young, our independent auditors. Blackbaud set April 13th, 2026, as the record date for this meeting. We have an affidavit certifying the mailing of the notice of the annual meeting to all the Blackbaud shareholders of record as of April 21, 2026. Common stockholders as of the record date may submit questions via the question box on the meeting site. Please include your preferred contact information along with your question. All questions will be answered promptly following the meeting by Blackbaud's investor relations team. Please limit your questions and comments to matters that are of concern to stockholders generally. Based on a preliminary count of stockholder proxies, a quorum is present, the business of this meeting may proceed. There are four items of business for this meeting, which are, one, the approval on an advisory basis of the 2025 compensation of the corporation's named executive officers as disclosed in the proxy statement for this annual meeting; the approval of the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan; the ratification of the appointment of Ernst & Young as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2026; any other business that may properly come before this meeting. If you've not already done so, you may now vote by clicking on the Vote Here button at the bottom right-hand of the screen. It's now just past 4:00 P.M., I hereby declare the polls open for voting at this meeting on all matters. I will pause for a brief moment to give stockholders the opportunity to vote now if they choose to do so. It is now shortly past 4:00, the polls are now closed. We have tabulated the preliminary results, which are the following. For the advisory vote to approve the 2025 compensation of our named executive officers, it was approved by at least a majority of the common stock represented at this meeting and entitled to vote, therefore the resolution for such item of business as set forth in the 2026 proxy statement is hereby adopted. The proposal to approve the amendment and restatement of the Blackbaud 2016 Equity and Incentive Compensation Plan, that was also approved by at least a majority of the common stock represented at this meeting entitled to vote, therefore this resolution, as set forth in the company's 2026 proxy statement, is also hereby adopted. For the proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for 2026, that also received at least a majority of the common stock represented at this meeting and entitled to vote, the appointment is therefore ratified. That concludes the formal business of this meeting. I will now entertain a motion for adjournment. Moved. Okay. Moved. Second? Second. Okay. It has been duly moved and seconded that the meeting be adjourned, and I hereby declare the 2026 Blackbaud Annual Shareholder Meeting adjourned. Thank you for joining today, and thank you for your continued support of Blackbaud. This now concludes the meeting. Thank you for joining, and have a pleasant day.

Speaker 3: Afternoon. Welcome to the Blackbaud, Inc. Annual Meeting of Stockholders. I will now turn it over to Mike Gianoni, Blackbaud's President, CEO, and Vice Chairman of the Board of Directors, to begin the meeting. Afternoon. afternoon Welcome to the Blackbaud, Inc. Annual Meeting of Stockholders. welcome to the blackbaud inc annual meeting of stockholders I will now turn it over to Mike Gianoni, Blackbaud's President, CEO, and Vice Chairman of the Board of Directors, to begin the meeting. i will now turn it over to mike gianoni blackbaud's president ceo and vice chairman of the board of directors to begin the meeting

Speaker 2: Good afternoon. I'm Mike Gianoni, Blackbaud's President, CEO, and Vice Chairman of the Board of Directors. It's my pleasure to welcome you to Blackbaud's 2026 Annual Meeting of Stockholders. This virtual meeting will be conducted in accordance with the agenda and rules for the meeting that are posted on the meeting webpage. Joining us today is Jon Olson, the company's Chief Legal Officer and Corporate Secretary, who is acting as Secretary of this meeting, and having been duly sworn, will act as the Inspector of Elections. In accordance with the notice of meeting, I call this annual meeting of Blackbaud stockholders to order. At this time, I would like to turn the meeting over to Jon and ask that he introduce the Directors and others who are joining in this meeting. Good afternoon. good afternoon I'm Mike Gianoni, Blackbaud's President, CEO, and Vice Chairman of the Board of Directors. i'm mike gianoni blackbaud's president ceo and vice chairman of the board of directors It's my pleasure to welcome you to Blackbaud's 2026 Annual Meeting of Stockholders. it's my pleasure to welcome you to blackbaud's 2026 annual meeting of stockholders This virtual meeting will be conducted in accordance with the agenda and rules for the meeting that are posted on the meeting webpage. this virtual meeting will be conducted in accordance with the agenda and rules for the meeting that are posted on the meeting webpage Joining us today is Jon Olson, the company's Chief Legal Officer and Corporate Secretary, who is acting as Secretary of this meeting, and having been duly sworn, will act as the Inspector of Elections. joining us today is jon olson the company's chief legal officer and corporate secretary who is acting as secretary of this meeting and having been duly sworn will act as the inspector of elections In accordance with the notice of meeting, I call this annual meeting of Blackbaud stockholders to order. in accordance with the notice of meeting i call this annual meeting of blackbaud stockholders to order At this time, I would like to turn the meeting over to Jon and ask that he introduce the Directors and others who are joining in this meeting. at this time i would like to turn the meeting over to jon and ask that he introduce the directors and others who are joining in this meeting He will also introduce the items of business that will be covered and walk through the voting mechanics for this meeting. He will also introduce the items of business that will be covered and walk through the voting mechanics for this meeting. he will also introduce the items of business that will be covered and walk through the voting mechanics for this meeting

Speaker 1: Thank you, Mike. Let the record reflect that all of the Blackbaud Directors have joined this virtual meeting today, including Andrew Leitch, Deneen DeFiore, Roger Nanney, Kristian Talvitie, Brad Pyburn, and of course, Mike Gianoni. In addition, joining the meeting, we also have representatives of Ernst & Young, our independent auditors. Blackbaud set April 13th, 2026, as the record date for this meeting. We have an affidavit certifying the mailing of the notice of the annual meeting to all the Blackbaud shareholders of record as of April 21, 2026. Common stockholders as of the record date may submit questions via the question box on the meeting site. Please include your preferred contact information along with your question. All questions will be answered promptly following the meeting by Blackbaud's investor relations team. Please limit your questions and comments to matters that are of concern to stockholders generally. Thank you, Mike. thank you mike Let the record reflect that all of the Blackbaud Directors have joined this virtual meeting today, including Andrew Leitch, Deneen DeFiore, Roger Nanney, Kristian Talvitie, Brad Pyburn, and of course, Mike Gianoni. let the record reflect that all of the blackbaud directors have joined this virtual meeting today including andrew leitch deneen defiore roger nanney kristian talvitie brad pyburn and of course mike gianoni In addition, joining the meeting, we also have representatives of Ernst & Young, our independent auditors. in addition joining the meeting we also have representatives of ernst & young our independent auditors Blackbaud set April 13th, 2026, as the record date for this meeting. blackbaud set april 13th 2026 as the record date for this meeting We have an affidavit certifying the mailing of the notice of the annual meeting to all the Blackbaud shareholders of record as of April 21, 2026. we have an affidavit certifying the mailing of the notice of the annual meeting to all the blackbaud shareholders of record as of april 21 2026 Common stockholders as of the record date may submit questions via the question box on the meeting site. common stockholders as of the record date may submit questions via the question box on the meeting site Please include your preferred contact information along with your question. please include your preferred contact information along with your question All questions will be answered promptly following the meeting by Blackbaud's investor relations team. all questions will be answered promptly following the meeting by blackbaud's investor relations team Please limit your questions and comments to matters that are of concern to stockholders generally. please limit your questions and comments to matters that are of concern to stockholders generally Based on a preliminary count of stockholder proxies, a quorum is present, the business of this meeting may proceed. There are four items of business for this meeting, which are, one, the approval on an advisory basis of the 2025 compensation of the corporation's named executive officers as disclosed in the proxy statement for this annual meeting; the approval of the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan; the ratification of the appointment of Ernst & Young as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2026; any other business that may properly come before this meeting. If you've not already done so, you may now vote by clicking on the Vote Here button at the bottom right-hand of the screen. Based on a preliminary count of stockholder proxies, a quorum is present, the business of this meeting may proceed. based on a preliminary count of stockholder proxies a quorum is present the business of this meeting may proceed There are four items of business for this meeting, which are, one, the approval on an advisory basis of the 2025 compensation of the corporation's named executive officers as disclosed in the proxy statement for this annual meeting; the approval of the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan; the ratification of the appointment of Ernst & Young as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2026; any other business that may properly come before this meeting. there are four items of business for this meeting which are one the approval on an advisory basis of the 2025 compensation of the corporation's named executive officers as disclosed in the proxy statement for this annual meeting the approval of the amendment and restatement of the blackbaud inc 2016 equity and incentive compensation plan the ratification of the appointment of ernst & young as the corporation's independent registered public accounting firm for the fiscal year ending december 31 2026 any other business that may properly come before this meeting If you've not already done so, you may now vote by clicking on the Vote Here button at the bottom right-hand of the screen. if you've not already done so you may now vote by clicking on the vote here button at the bottom right-hand of the screen It's now just past 4:00 P.M., I hereby declare the polls open for voting at this meeting on all matters. I will pause for a brief moment to give stockholders the opportunity to vote now if they choose to do so. It is now shortly past 4:00, the polls are now closed. We have tabulated the preliminary results, which are the following. For the advisory vote to approve the 2025 compensation of our named executive officers, it was approved by at least a majority of the common stock represented at this meeting and entitled to vote, therefore the resolution for such item of business as set forth in the 2026 proxy statement is hereby adopted. It's now just past 4:00 P.M., I hereby declare the polls open for voting at this meeting on all matters. it's now just past 4:00 p.m i hereby declare the polls open for voting at this meeting on all matters I will pause for a brief moment to give stockholders the opportunity to vote now if they choose to do so. i will pause for a brief moment to give stockholders the opportunity to vote now if they choose to do so It is now shortly past 4:00, the polls are now closed. it is now shortly past 4:00 the polls are now closed We have tabulated the preliminary results, which are the following. we have tabulated the preliminary results which are the following For the advisory vote to approve the 2025 compensation of our named executive officers, it was approved by at least a majority of the common stock represented at this meeting and entitled to vote, therefore the resolution for such item of business as set forth in the 2026 proxy statement is hereby adopted. for the advisory vote to approve the 2025 compensation of our named executive officers it was approved by at least a majority of the common stock represented at this meeting and entitled to vote therefore the resolution for such item of business as set forth in the 2026 proxy statement is hereby adopted The proposal to approve the amendment and restatement of the Blackbaud 2016 Equity and Incentive Compensation Plan, that was also approved by at least a majority of the common stock represented at this meeting entitled to vote, therefore this resolution, as set forth in the company's 2026 proxy statement, is also hereby adopted. For the proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for 2026, that also received at least a majority of the common stock represented at this meeting and entitled to vote, the appointment is therefore ratified. That concludes the formal business of this meeting. I will now entertain a motion for adjournment. The proposal to approve the amendment and restatement of the Blackbaud 2016 Equity and Incentive Compensation Plan, that was also approved by at least a majority of the common stock represented at this meeting entitled to vote, therefore this resolution, as set forth in the company's 2026 proxy statement, is also hereby adopted. the proposal to approve the amendment and restatement of the blackbaud 2016 equity and incentive compensation plan that was also approved by at least a majority of the common stock represented at this meeting entitled to vote therefore this resolution as set forth in the company's 2026 proxy statement is also hereby adopted For the proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for 2026, that also received at least a majority of the common stock represented at this meeting and entitled to vote, the appointment is therefore ratified. for the proposal to ratify the appointment of ernst & young as the company's independent registered public accounting firm for 2026 that also received at least a majority of the common stock represented at this meeting and entitled to vote the appointment is therefore ratified That concludes the formal business of this meeting. that concludes the formal business of this meeting I will now entertain a motion for adjournment. i will now entertain a motion for adjournment

Speaker 4: Moved. Moved. moved

Speaker 1: Okay. Moved. Second? Okay. okay Moved. moved Second? second

Speaker 4: Second. Second. second

Speaker 1: Okay. It has been duly moved and seconded that the meeting be adjourned, and I hereby declare the 2026 Blackbaud Annual Shareholder Meeting adjourned. Thank you for joining today, and thank you for your continued support of Blackbaud. Okay. okay It has been duly moved and seconded that the meeting be adjourned, and I hereby declare the 2026 Blackbaud Annual Shareholder Meeting adjourned. it has been duly moved and seconded that the meeting be adjourned and i hereby declare the 2026 blackbaud annual shareholder meeting adjourned Thank you for joining today, and thank you for your continued support of Blackbaud. thank you for joining today and thank you for your continued support of blackbaud

Speaker 3: This now concludes the meeting. Thank you for joining, and have a pleasant day. This now concludes the meeting. this now concludes the meeting Thank you for joining, and have a pleasant day. thank you for joining and have a pleasant day