BLACKBAUD INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) are designed only to provide reasonable assurance that they will meet their objectives. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to provide the reasonable assurance discussed above. Changes in Internal Control Over Financial Reporting 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. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) . Based on this evaluation under the Internal Control - Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2020. The effectiveness of our internal control over financial reporting as of December 31, 2020, has been audited by our independent registered public accounting firm, as stated in their attestation report, which is included in Item 8 of this Annual Report on Form 10-K. ITEM 9B. OTHER INFORMATION None. 106 2020 Form 10-K Table of Contents Blackbaud, Inc. PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 with respect to Directors and Executive Officers is incorporated by reference from the information under the captions “Election of Directors,” “Information Regarding Meetings of the Board and Committees,” “Delinquent Section 16(a) Reports,” and “Code of Business Conduct and Ethics and Code of Ethics,” contained in Blackbaud’s Proxy Statement for the 2021 Annual Meeting of Stockholders expected to be held on June 9, 2021, except for "Information about our Executive Officers" which is set forth in Part I of this report. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference from the information under the captions "Director Compensation," “Executive Compensation,” “Compensation Discussion and Analysis,” “2020 Summary Compensation Table” and "CEO Pay Ratio" contained in Blackbaud’s Proxy Statement for the 2021 Annual Meeting of Stockholders expected to be held on June 9, 2021. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 is incorporated by reference from information under the captions “Stock Ownership” and "Equity Compensation Plan Information" contained in Blackbaud’s Proxy Statement for the 2021 Annual Meeting of Stockholders expected to be held on June 9, 2021. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated by reference from the information under the captions “Transactions with Related Persons,” and “Independence of Directors” contained in Blackbaud’s Proxy Statement for the 2021 Annual Meeting of Stockholders expected to be held on June 9, 2021. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 is incorporated by reference from the information under the caption “Audit Committee Report,” contained in Blackbaud’s Proxy Statement for the 2021 Annual Meeting of Stockholders expected to be held on June 9, 2021. 2020 Form 10-K 107 Table of Contents Blackbaud, Inc. PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are included as part of the Annual Report on Form 10-K: 1. Financial statements See the "Index to consolidated financial statements" in Part II Item 8 of this report . 2. Financial statement schedules Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements thereto. 3. Exhibits The exhibits listed below are filed or incorporated by reference as part of this report: Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 2.1 Agreement and Plan of Merger and Reincorporation dated April 6, 2004 S-1/A 4/6/2004 2.1 2.5 * 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 2.6 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 2.7 Stock Purchase Agreement dated as of October 6, 2011 by and among Everyday Hero Pty. Ltd., all of the stockholders of Everyday Hero Pty. Ltd., Nathan Betteridge as stockholder representative and Blackbaud Pacific Pty. Ltd. 10-K 2/29/2012 2.7 2.8 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 2.9 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 2.10 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 3.4 Amended and Restated Certificate of Incorporation of Blackbaud, Inc. DEF 14A 4/30/2009 3.5 Amended and Restated Bylaws of Blackbaud, Inc. 8-K 6/14/2019 3.1 4.1 Description of Capital Stock 10-K 2/20/2020 4.1 10. 1 † Form of Notice of Grant and Stock Option Agreement under Blackbaud, Inc. 2008 Equity Incentive Plan S-8 8/4/2008 10.34 108 2020 Form 10-K Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10.2 † Form of Notice of Grant and Restricted Stock Agreement under Blackbaud, Inc. 2008 Equity Incentive Plan S-8 8/4/2008 10.35 10.3 † Form of Notice of Grant and Stock Appreciation Rights Agreement under Blackbaud, Inc. 2008 Equity Incentive Plan S-8 8/4/2008 10.36 10.4 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 10.5 †** Convio, Inc. 1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements S-1 1/22/2010 10.2 10.6 †** 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 10.7 †** Convio, Inc. Form of Nonstatutory Stock Option Notice (Double Trigger) 8-K 2/28/2011 10.1 10.8 †** Convio, Inc. Form of Restricted Stock Unit Notice (Double Trigger) and Agreement 8-K 2/28/2011 10.2 10.9 † Blackbaud, Inc. 2008 Equity Incentive Plan, as amended 8-K 6/26/2012 10.59 10.10 † Amendment to the Blackbaud, Inc. 2008 Equity Incentive Plan 8-K 6/26/2012 10.60 10.11 † Form of Employment Agreement between Blackbaud, Inc. and each of Anthony W. Boor and Kevin W. Mooney 10-K 2/27/2013 10.65 10.12 † Form of Employment Agreement between Blackbaud, Inc. and Jon W. Olson 10-K 2/27/2013 10.65 10.13 Lease Amendment and Remediation Agreement entered into as of March 22, 2013, by and between Blackbaud, Inc. and Duck Pond Creek-SPE, LLC. 8-K 3/28/2013 10.66 10.14 † Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan DEF 14A 4/26/2016 Appendix C 10.15 Lease Agreement dated May 16, 2016 between Blackbaud, Inc. and HPBB1, LLC 10-Q 8/4/2016 10.84 10.16 First Amendment to Lease Agreement, dated as of August 22, 2016, between HPBB1, LLC and Blackbaud, Inc. 10-Q 11/4/2016 10.87 10.17 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. 8-K 6/5/2017 10.90 10.18 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 109 Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10. 19 † Form of Retention Agreement dated as of August 1, 2017 between Blackbaud, Inc. and each of Anthony W. Boor, Kevin W. Mooney and Jon W. Olson. 10-Q 8/4/2017 10.92 10. 20 † Form of Retention Agreement between Blackbaud, Inc. and Kevin P. Gregoire 10-Q 8/4/2017 10.92 10. 2 1 Second Amendment to Lease Agreement, dated as of May 18, 2017, between HPBB1, LLC and Blackbaud, Inc. 10-K 2/20/2018 10.93 10.2 2 Third Amendment to Lease Agreement, dated as of December 11, 2017, between HPBB1, LLC and Blackbaud, Inc. 10-K 2/20/2018 10.94 10. 23 Fourth Amendment to Lease Agreement, dated as of February 28, 2018, between HPBB1, LLC and Blackbaud, Inc. 10-Q 5/4/2018 10.95 10. 24 † Amended and Restated Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan DEF 14A 4/24/2019 Appendix B 10. 25 † Offer Letter Agreement between Blackbaud, Inc. and Kevin P. Gregoire 10-Q 5/3/2019 10.96 10. 26 † Form of Employee Agreement between Blackbaud, Inc. and Kevin P. Gregoire 10-Q 5/3/2019 10.97 10. 27 † Amended and Restated Employment and Noncompetition Agreement dated December 11, 2019 between Blackbaud, Inc. and Michael P. Gianoni 8-K 12/13/2019 10.99 10. 28 Fifth Amendment to Lease Agreement, dated as of February 18, 2020, between HPBB1, LLC and Blackbaud, Inc. 10-Q 8/4/2020 10.1 10. 29 Sixth Amendment to Lease Agreement, dated as of March 17, 2020, between HPBB1, LLC and Blackbaud, Inc. 10-Q 8/4/2020 10.2 10. 30 Seventh Amendment to Lease Agreement, dated as of April 14, 2020, between HPBB1, LLC and Blackbaud, Inc. 10-Q 8/4/2020 10.3 10. 31 Eighth Amendment to Lease Agreement, dated as of May 26, 2020, between HPBB1, LLC and Blackbaud, Inc. 10-Q 8/4/2020 10.4 10. 32 Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and Blackbaud, Inc. 10-Q 8/4/2020 10.5 10. 33 Purchase and Sale Agreement dated June 17, 2020, between HPBB1, LLC and Blackbaud, Inc. 10-Q 8/4/2020 10.6 10. 34 Tenth Amendment to Lease Agreement, dated as of June 26, 2020, between HPBB1, LLC and Blackbaud, Inc. 10-Q 8/4/2020 10.7 10. 35 First Amendment to Purchase and Sale Agreement, dated July 8, 2020, between HPBB1, LLC and BBHQ1, LLC. 10-Q 11/3/2020 10.1 10. 36 Second Amendment to Purchase and Sale Agreement, dated July 21, 2020, between HPBB1, LLC and BBHQ1, LLC. 10-Q 11/3/2020 10.2 10. 37 Eleventh Amendment to Lease Agreement, dated as of August 13, 2020, between BBHQ1, LLC and Blackbaud, Inc. 10-Q 11/3/2020 10.3 110 2020 Form 10-K Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10. 38 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 10. 39 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 10.40 Termination of Triple Net Lease and Mutual Release Agreement, dated as of November 4, 2020, between Blackbaud, Inc. and HP 2000DI, LLC. X 21.1 Subsidiaries of Blackbaud, Inc. X 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 2020 Form 10-K 111 Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 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. X 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). X * The registrant has applied for an extension of the confidential treatment it was previously granted with respect to portions of this exhibit. Those portions have been omitted from the exhibit and filed separately with the U.S. Securities and Exchange Commission. ** The Convio, Inc. 2009 Amended and Restated Stock Incentive Plan, as amended, and forms of stock option agreements thereunder (“Convio 2009 Original Plan Documents”) and the Convio, Inc. 1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements thereunder (“Convio 1999 Plan Documents”) were filed by Convio in its Forms S-1/A and S-1, filed March 19, 2010 and January 25, 2010 as exhibits 10.1 and 10.2, respectively. The Convio, Inc. Form of Nonstatutory Stock Option Notice (Double Trigger) and Convio, Inc. Form of Restricted Stock Unit Notice (Double Trigger) and Agreement were filed by Convio in its Form 8-K on February 28, 2011 as exhibits 10.1 and 10.2 (together with the Convio 2009 Original Plan Documents, the “Convio 2009 Plan Documents”). We assumed the Convio 2009 Plan Documents and Convio 1999 Plan Documents when we acquired Convio in May 2012. 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. † Indicates management contract or compensatory plan, contract or arrangement. ITEM 16. Form 10-K Summary Not applicable. 112 2020 Form 10-K Table of Contents Blackbaud, Inc. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Blackbaud, Inc. Signed: February 23, 2021 /S/ MICHAEL P. GIANONI President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the Registrant and on the dates indicated. /S/ MICHAEL P. GIANONI President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 23, 2021 Michael P. Gianoni /S/ ANTHONY W. BOOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 23, 2021 Anthony W. Boor /S/ ANDREW M. LEITCH Chairman of the Board of Directors Date: February 23, 2021 Andrew M. Leitch /S/ TIMOTHY CHOU Director Date: February 23, 2021 Timothy Chou /S/ GEORGE H. ELLIS Director Date: February 23, 2021 George H. Ellis /S/ THOMAS R. ERTEL Director Date: February 23, 2021 Thomas R. Ertel /S/ SARAH E. NASH Director Date: February 23, 2021 Sarah E. Nash /S/ JOYCE M. NELSON Director Date: February 23, 2021 Joyce M. Nelson 2020 Form 10-K 113