What changed in this filing

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Item 9A. Controls and Procedures

2021-02-23 compared with 2020-02-20 · 104 added, 29 removed, 139 unchanged (49% of the section changed)

6 unchanged sentences

No change in internal control over financial reporting occurred during the fiscal quarter ended December 31, 2020 with respect to our operations that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As discussed in Note 2 to our consolidated financial statements in this report, we adopted ASU 2016-02 effective January 1, 2019.

We implemented internal controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new standard on our financial statements.

There were no significant changes to our internal control over financial reporting due to the adoption of ASU 2016-02.

2019 Form 10-K

Blackbaud, Inc.

Management’s Report on Internal Control Over Financial Reporting

31 unchanged sentences

The exhibits listed below are filed or incorporated by reference as part of this report:

Description of Document

Number Description of Document Registrant’s

Form Dated Exhibit

Agreement and Plan of Merger and Reincorporation dated April 6, 2004

S-1/A 4/6/2004 2.1

* Stock Purchase Agreement dated as of February 1, 2011 by and among Public Interest Data, Inc., all for the stockholders of Public Interest Data, Inc., Stephen W.

Zautke, as stockholder representative and Blackbaud, Inc.

10-Q 5/10/2011 2.3

Agreement and Plan of Merger dated as of January 16, 2012 by and among Blackbaud, Inc., Caribou Acquisition Corporation and Convio, Inc.

8-K 1/17/2012 2.4

Stock Purchase Agreement dated as of October 6, 2011 by and among Everyday Hero Pty.

1 unchanged sentence

Ltd., Nathan Betteridge as stockholder representative and Blackbaud Pacific Pty.

10-K 2/29/2012 2.7

Purchase Agreement, dated August 30, 2014, by and among MicroEdge Holdings, LLC, Blackbaud, Inc, direct and indirect holders of all of the outstanding equity interests of MicroEdge Holdings, LLC, and VFF I AIV I, L.P., as Sellers’ Representative.

8-K 10/2/2014 10.76

Unit Purchase Agreement, dated as of August 10, 2015, by and between Smart Tuition Holdings, LLC and Blackbaud, Inc.

8-K 10/8/2015 10.78

Amendment, Consent and Waiver, Agreement dated as of October 2, 2015, by and between Smart Tuition Holdings, LLC and Blackbaud, Inc.

8-K 10/8/2015 10.79

Amended and Restated Certificate of Incorporation of Blackbaud, Inc.

DEF 14A 4/30/2009

Amended and Restated Bylaws of Blackbaud, Inc.

8-K 6/14/2019 3.1

Description of Capital Stock

10-K 2/20/2020 4.1

† Form of Notice of Grant and Stock Option Agreement under Blackbaud, Inc.

2008 Equity Incentive Plan

S-8 8/4/2008 10.34

2020 Form 10-K

Blackbaud, Inc.

Description of Document

Number Description of Document Registrant’s

Form Dated Exhibit

† Form of Notice of Grant and Restricted Stock Agreement under Blackbaud, Inc.

2008 Equity Incentive Plan

S-8 8/4/2008 10.35

† Form of Notice of Grant and Stock Appreciation Rights Agreement under Blackbaud, Inc.

2008 Equity Incentive Plan

S-8 8/4/2008 10.36

Triple Net Lease Agreement dated as of October 1, 2008 between Blackbaud, Inc.

and Duck Pond Creek-SPE, LLC

8-K 12/11/2008 10.37

†** Convio, Inc.

1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements

S-1 1/22/2010 10.2

†** Convio, Inc.

2009 Amended and Restated Stock Incentive Plan, as amended, and forms of stock option agreements

S-1/A 3/19/2010 10.1

†** Convio, Inc.

Form of Nonstatutory Stock Option Notice (Double Trigger)

8-K 2/28/2011 10.1

†** Convio, Inc.

Form of Restricted Stock Unit Notice (Double Trigger) and Agreement

1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements

8-K 2/28/2011 10.2

† Blackbaud, Inc.

2008 Equity Incentive Plan, as amended

8-K 6/26/2012 10.59

† Amendment to the Blackbaud, Inc.

2008 Equity Incentive Plan

8-K 6/26/2012 10.60

† Form of Employment Agreement between Blackbaud, Inc.

1 unchanged sentence

Boor and Kevin W.

10-K 2/27/2013 10.65

† Form of Employment Agreement between Blackbaud, Inc.

10-K 2/27/2013 10.65

Lease Amendment and Remediation Agreement entered into as of March 22, 2013, by and between Blackbaud, Inc.

and Duck Pond Creek-SPE, LLC.

Lease Agreement dated May 16, 2016 between Blackbaud, Inc.

and HPBB1, LLC

8-K 3/28/2013 10.66

† Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan

DEF 14A 4/26/2016 Appendix C

Lease Agreement dated May 16, 2016 between Blackbaud, Inc.

and HPBB1, LLC

10-Q 8/4/2016 10.84

First Amendment to Lease Agreement, dated as of August 22, 2016, between HPBB1, LLC and Blackbaud, Inc.

Form of Employment Agreement between Blackbaud, Inc.

10-Q 11/4/2016 10.87

Credit Agreement, dated as of June 2, 2017, by and among Blackbaud, Inc.

and certain of its subsidiaries, as Borrowers, the lenders referred to therein, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, PNC Bank, National Association, as Syndication Agent, and Wells Fargo Bank, National Association and Regions Bank, as Co-Documentation Agents, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, Wells Fargo Securities, LLC and Regions Capital Markets, a division of Regions Bank, as Joint Lead Arrangers and Joint Bookrunners.

2019 Form 10-K

Blackbaud, Inc.

Description of Document

8-K 6/5/2017 10.90

Pledge Agreement, dated as of June 2, 2017, by Blackbaud, Inc.

in favor of Bank of America, N.A., as administrative agent, for the ratable benefit of itself and the secured parties referred to therein.

8-K 6/5/2017 10.91

2020 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

† Form of Retention Agreement dated as of August 1, 2017 between Blackbaud, Inc.

2 unchanged sentences

Mooney and Jon W.

10-Q 8/4/2017 10.92

† Form of Retention Agreement between Blackbaud, Inc.

10-Q 8/4/2017 10.92

Second Amendment to Lease Agreement, dated as of May 18, 2017, between HPBB1, LLC and Blackbaud, Inc.

10-K 2/20/2018 10.93

Third Amendment to Lease Agreement, dated as of December 11, 2017, between HPBB1, LLC and Blackbaud, Inc.

10-K 2/20/2018 10.94

Fourth Amendment to Lease Agreement, dated as of February 28, 2018, between HPBB1, LLC and Blackbaud, Inc.

10-Q 5/4/2018 10.95

† Amended and Restated Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan

DEF 14A 4/24/2019 Appendix B

† Offer Letter Agreement between Blackbaud, Inc.

10-Q 5/3/2019 10.96

† Form of Employee Agreement between Blackbaud, Inc.

Form of Retention Agreement between Blackbaud, Inc.

10-Q 5/3/2019 10.97

† Amended and Restated Employment and Noncompetition Agreement dated December 11, 2019 between Blackbaud, Inc.

and Michael P.

8-K 12/13/2019 10.99

Fifth Amendment to Lease Agreement, dated as of February 18, 2020, between HPBB1, LLC and Blackbaud, Inc.

10-Q 8/4/2020 10.1

Sixth Amendment to Lease Agreement, dated as of March 17, 2020, between HPBB1, LLC and Blackbaud, Inc.

10-Q 8/4/2020 10.2

Seventh Amendment to Lease Agreement, dated as of April 14, 2020, between HPBB1, LLC and Blackbaud, Inc.

10-Q 8/4/2020 10.3

Eighth Amendment to Lease Agreement, dated as of May 26, 2020, between HPBB1, LLC and Blackbaud, Inc.

10-Q 8/4/2020 10.4

Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and Blackbaud, Inc.

10-Q 8/4/2020 10.5

Purchase and Sale Agreement dated June 17, 2020, between HPBB1, LLC and Blackbaud, Inc.

10-Q 8/4/2020 10.6

Tenth Amendment to Lease Agreement, dated as of June 26, 2020, between HPBB1, LLC and Blackbaud, Inc.

10-Q 8/4/2020 10.7

First Amendment to Purchase and Sale Agreement, dated July 8, 2020, between HPBB1, LLC and BBHQ1, LLC.

10-Q 11/3/2020 10.1

Second Amendment to Purchase and Sale Agreement, dated July 21, 2020, between HPBB1, LLC and BBHQ1, LLC.

10-Q 11/3/2020 10.2

Eleventh Amendment to Lease Agreement, dated as of August 13, 2020, between BBHQ1, LLC and Blackbaud, Inc.

10-Q 11/3/2020 10.3

2020 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

Amended and Restated Credit Agreement, dated as of October 30, 2020, by and among Blackbaud, Inc., and certain of its subsidiaries, as Borrowers, the lenders referred to therein, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, PNC Bank, National Association, as Syndication Agent, and Regions Bank, BBVA USA and Fifth Third Bank, National Association, as Co-Documentation Agents, with BofA Securities, Inc., PNC Bank, National Association, Regions Capital Markets, BBVA USA and Fifth Third Bank, National Association as Joint Lead Arrangers and Joint Bookrunners.

10-Q 11/3/2020 10.4

Amended and Restated Pledge Agreement, dated as of October 30, 2020, by Blackbaud, Inc.

in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of itself and the secured parties referred to therein.

10-Q 11/3/2020 10.5

Termination of Triple Net Lease and Mutual Release Agreement, dated as of November 4, 2020, between Blackbaud, Inc.

and HP 2000DI, LLC.

Subsidiaries of Blackbaud, Inc.

8 unchanged sentences

Blackbaud, Inc.

Description of Document

Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags, including Cover Page XBRL tags, are embedded within the Inline XBRL Document.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Number Description of Document Registrant’s

Form Dated Exhibit

101.INS Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

10 unchanged sentences

We filed the Convio 2009 Plan Documents and Convio 1999 Plan Documents by incorporation by reference as exhibits 10.59, 10.60, 10.61 and 10.62 in our Form S-8 on May 7, 2012.

Pursuant to Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability of that Section, and shall not be part of any registration statement or other document filed under the Securities Act of the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

† Indicates management contract or compensatory plan, contract or arrangement.

5 unchanged sentences

Blackbaud, Inc.

February 20, 2020

/S/ MICHAEL P.

February 23, 2021 /S/ MICHAEL P.

President and Chief Executive Officer

2 unchanged sentences

/S/ MICHAEL P.

President, Chief Executive Officer and Director (Principal Executive Officer)

GIANONI President, Chief Executive Officer and Director (Principal Executive Officer) Date:

February 23, 2021

/S/ ANTHONY W.

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

BOOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date:

February 23, 2021

/S/ ANDREW M.

Chairman of the Board of Directors

LEITCH Chairman of the Board of Directors Date:

February 23, 2021

/S/ TIMOTHY CHOU

/S/ TIMOTHY CHOU Director Date:

February 23, 2021

/S/ GEORGE H.

ELLIS Director Date:

February 23, 2021

/S/ THOMAS R.

ERTEL Director Date:

February 23, 2021

NASH Director Date:

February 23, 2021

NELSON Director Date:

February 23, 2021

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures