What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-03-01 · 45 added, 36 removed, 165 unchanged (33% of the section changed)

5 unchanged sentences

Changes in Internal Control Over Financial Reporting

Although we do not believe it materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021 excluded EVERFI as discussed below.

We are working to integrate EVERFI into our overall internal control over financial reporting processes.

No change in internal control over financial reporting occurred during the fiscal quarter ended December 31, 2021 with respect to our operations that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

No changes in internal control over financial reporting occurred during the most recent fiscal quarter ended December 31, 2022 with respect to our operations that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2022 Form 10-K

Blackbaud, Inc.

Management’s Report on Internal Control Over Financial Reporting

8 unchanged sentences

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, 2022.

2021 Form 10-K

Blackbaud, Inc.

We excluded EVERFI from our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021, as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission (not to extend more than one year beyond the date of the acquisition or for more than one annual reporting period).

The acquisition of EVERFI was completed on December 31, 2021.

As of and for the year ended December 31, 2021, EVERFI's assets represented approximately 6% of our consolidated total assets and its revenue represented 0% of our consolidated total revenue.

The effectiveness of our internal control over financial reporting as of December 31, 2022, 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.

7 unchanged sentences

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,” “2021 Summary Compensation Table” and "CEO Pay Ratio" contained in Blackbaud’s Proxy Statement for the 2022 Annual Meeting of Stockholders expected to be held on June 9, 2022.

The information required by Item 11 is incorporated by reference from the information under the captions "Director Compensation," “Executive Compensation,” “Compensation Discussion and Analysis,” “2022 Summary Compensation Table,” "CEO Pay Ratio" and "Pay Versus Performance" contained in Blackbaud’s Proxy Statement for the 2023 Annual Meeting of Stockholders expected to be held on June 14, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

18 unchanged sentences

S-1/A 4/6/2004 2.1

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.

Ltd., all of the stockholders of Everyday Hero Pty.

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

9 unchanged sentences

DEF 14A 4/30/2009

Certificate of Designation of Series A Junior Participating Preferred Stock of Blackbaud, Inc.

8-K 10/11/2022 3.1

Amended and Restated Bylaws of Blackbaud, Inc.

dated August 24, 2022

8-K 8/25/2022 3.1

Description of Capital Stock

Stockholder Rights Agreement, dated as of October 7, 2022, between Blackbaud, Inc.

and American Stock Transfer & Trust Company, LLC, as Rights Agent

8-K 10/11/2022 4.1

2022 Form 10-K

2 unchanged sentences

Form Dated Exhibit

Description of Capital Stock

10-K 2/20/2020 4.1

† Form of Employment Agreement between Blackbaud, Inc.

14 unchanged sentences

Boor, Kevin P.

Greg oire, K evin R.

Gregoire, Kevin R.

McDearis, Kevin W.

14 unchanged sentences

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 BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

6 unchanged sentences

10-Q 8/4/2020 10.4

Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.5

2022 Form 10-K

2 unchanged sentences

Form Dated Exhibit

Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.5

Tenth Amendment to Lease Agreement, dated as of June 26, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

19 unchanged sentences

8-K 2/3/2022 10.1

† Amended and Restated Blackbaud, Inc.

2016 Equity and Incentive Compensation Plan

DEF 14A 4/19/2022 Appendix B

† Amended and Restated Employment and Noncompetition Agreement dated September 20, 2022 between Blackbaud, Inc.

and Michael P.

8-K 9/21/2022 10.1

2022 Form 10-K

2 unchanged sentences

Form Dated Exhibit

LIBOR Transition Amendment, dated as of August 26, 2022, between Blackbaud, Inc.

and Bank of America, N.A.

10-Q 3/1/2022 10.2

Consent Agreement, dated as of January 23, 2023, between Blackbaud, Inc.

and Bank of America, N.A.

Subsidiaries of Blackbaud, Inc.

Consent of Independent Registered Public Accounting Firm

Consent of Sidley Austin LLP

8-K 4/1/2022 23.1

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

18 unchanged sentences

Blackbaud, Inc.

March 1, 2022 /S/ MICHAEL P.

February 24, 2023 /S/ MICHAEL P.

President and Chief Executive Officer

2 unchanged sentences

/S/ MICHAEL P.

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

March 1, 2022

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

February 24, 2023

/S/ ANTHONY W.

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

March 1, 2022

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

February 24, 2023

/S/ ANDREW M.

LEITCH Chairman of the Board of Directors Date:

March 1, 2022

/S/ TIMOTHY CHOU Director Date:

March 1, 2022

February 24, 2023

/S/ DENEEN DEFIORE Director Date:

February 24, 2023

Deneen DeFiore

/S/ GEORGE H.

ELLIS Director Date:

March 1, 2022

February 24, 2023

/S/ YOGESH K.

GUPTA Director Date:

February 24, 2023

HOLLENBECK Director Date:

February 24, 2023

ROGER NANNEY Director Date:

March 1, 2022

February 24, 2023

NASH Director Date:

March 1, 2022

NELSON Director Date:

March 1, 2022

February 24, 2023

2022 Form 10-K

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