Blackbaud Inc 8-K, filed Feb 2, 2024
Blackbaud Inc (BLKB)
8-K
2024-02-02
For: 2024-02-01
View Original
Added on
April 09, 2026
About this 8-K
Blackbaud Inc filed this 8-K on February 2, 2024, reporting on events of February 1, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer ID Number)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (843 ) 216-6200
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Check the appropriate box below if the Form 8‐K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a‐12 under the Exchange Act (17 CFR 240.14a‐120
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Pre‐commencement communications pursuant to Rule 14d‐2(b) under the Exchange Act (17 CFR 240.14d‐2(b))
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Pre‐commencement communications pursuant to Rule 13e‐4(c) under the Exchange Act (17 CFR 240.13e‐4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on which Registered
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N/A |
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b‐2 of the Securities Exchange Act of 1934 (§240.12b‐2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01.
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Other Events.
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On February 1, 2024, the U.S. Federal Trade Commission (the “FTC”) announced its approval of a settlement with Blackbaud, Inc. (the “Company”) relating to the
previously announced 2020 security incident in which a cybercriminal removed a copy of a subset of data from the Company’s self-housed environment (the “Security Incident”). When finalized, this settlement will fully resolve the previously
disclosed FTC investigation relating to the Security Incident, which is further described in the FTC’s complaint and proposed order.
Under the terms of the FTC’s proposed order, the Company has agreed to certain conditions, which are reflected in their entirety in the FTC’s proposed order. As
part of the FTC’s proposed order, the Company has not been fined and is not otherwise required to make any payment.
The Company has agreed to the FTC’s proposed order without admitting or denying any of the allegations in the FTC’s complaint, except as expressly stated
otherwise in the FTC’s proposed order.
The foregoing description is qualified in its entirety by reference to the full text of the form of the FTC’s proposed order attached hereto as Exhibit 99.2 and
incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
| Exhibit No. | Description |
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| 99.1 |
Press release dated February 2, 2024 announcing the FTC’s proposed order. |
| 99.2 |
Form of FTC’s proposed order. |
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104
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Cover page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BLACKBAUD, INC.
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February 2, 2024 |
/s/ Anthony W. Boor
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Anthony W. Boor
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Executive Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit 99.1
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PRESS RELEASE
Blackbaud Reaches Agreement with the Federal Trade Commission Related to 2020 Security Incident
Charleston, S.C. (February 2, 2024) — Blackbaud (NASDAQ: BLKB), the leading provider of software for powering
social impact, announced a settlement with the U.S. Federal Trade Commission (the “FTC”) related to its 2020 security incident. When finalized, this settlement will fully resolve the previously disclosed matter with the FTC.
“We are pleased to resolve this matter with the FTC,” said Mike Gianoni, president and CEO, Blackbaud. “Protecting our customers’ and their constituents’ privacy will
always be of paramount importance to Blackbaud, and we continue to strengthen our cybersecurity and compliance programs with the goal of improving our resilience in an ever-changing threat landscape.”
Blackbaud has not been fined by the FTC and is not otherwise required to make any payment as part of this settlement. In entering into this settlement, Blackbaud has
neither admitted nor denied any of the allegations made by the FTC, whether in the FTC’s complaint or its associated press release. Additional details can be found in Blackbaud’s Form 8-K filed today with the Securities and Exchange Commission.
About Blackbaud
Blackbaud (NASDAQ: BLKB) is the leading software provider exclusively dedicated to powering social impact.
Serving the nonprofit and education sectors, companies committed to social responsibility and individual change makers, Blackbaud’s essential software is built to accelerate impact in fundraising, nonprofit financial management, digital giving,
grantmaking, corporate social responsibility and education management. With millions of users and over $100 billion raised, granted or managed through Blackbaud platforms every year, Blackbaud’s solutions are unleashing the potential of the people
and organizations who change the world. Blackbaud has been named to Newsweek’s list of America’s Most Responsible Companies, Quartz’s list of Best Companies for Remote Workers, and Forbes’ list of America’s Best Employers. A remote-first company,
Blackbaud has operations in the United States, Australia, Canada, Costa Rica and the United Kingdom, supporting users in 100+ countries. Learn more at www.blackbaud.com or follow us on Twitter, LinkedIn, Instagram and Facebook.
Media Inquiries
media@blackbaud.com
Forward-looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this news release are forward-looking statements that involve a number
of risks and uncertainties, including statements regarding expected benefits of products and product features. Although Blackbaud attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might
differ from the assumptions on which such statements are based. In addition, other important factors that could cause results to differ materially include the following: general economic risks; uncertainty regarding increased business and renewals
from existing customers; continued success in sales growth; management of integration of acquired companies and other risks associated with acquisitions; risks associated with successful implementation of multiple integrated software products; the
ability to attract and retain key personnel; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organization; technological changes that make our products and services less competitive; and the
other risk factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available free of charge at the SEC’s
website at www.sec.gov or upon request from Blackbaud’s investor relations department. All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.
Exhibit 99.2
UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION
| COMMISSIONERS: |
Lina M. Khan, Chair
Rebecca Kelly Slaughter
Alvaro M. Bedoya
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In the Matter of
BLACKBAUD, INC., a corporation
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DECISION AND ORDER
DOCKET NO.
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DECISION
The Federal Trade Commission (“Commission”) initiated an investigation of certain acts
and practices of the Respondent named in the caption. The Commission’s Bureau of Consumer Protection (“BCP”) prepared and furnished to Respondent a draft Complaint. BCP proposed to present the draft Complaint to the Commission for its
consideration. If issued by the Commission, the draft Complaint would charge the Respondent with violations of the Federal Trade Commission Act.
Respondent and BCP thereafter executed an Agreement Containing Consent Order (“Consent
Agreement”). The Consent Agreement includes: (1) statements by Respondents that it neither admits nor denies any of the allegations in the draft Complaint, except as specifically stated in this Decision and Order, and that only for purposes of this action, it
admits the facts necessary to establish jurisdiction; and (2) waivers and other provisions as required by the Commission’s Rules.
The Commission considered the matter and determined that it had reason to believe that
Respondent has violated the Federal Trade Commission Act, and that a Complaint should issue stating its charges in that respect. The Commission accepted the executed Consent Agreement and placed it on the public record for a period of thirty (30)
days for the receipt and consideration of public comments. The Commission duly considered any comments received from interested persons pursuant to Section 2.34 of its Rules, 16 C.F.R. § 2.34. Now, in further conformity with the procedure
prescribed in Rule 2.34, the Commission issues its Complaint, makes the following Findings, and issues the following Order. The parties agree that this Order resolves all allegations in the Complaint:
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Findings
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1.
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Respondent Blackbaud, Inc. (“Blackbaud”) a Delaware corporation with its principal place of business at 65 Fairchild Street, Charleston, South Carolina 29492.
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The Commission has jurisdiction over the subject matter of this proceeding and over the Respondent, and this proceeding is in the public interest.
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ORDER
Definitions
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“Covered Incident” means any incident that results in Respondent notifying, pursuant to a statutory or
regulatory requirement, any U.S. federal, state, or local government entity that information of or about an individual consumer was, or is reasonably believed to have been, accessed, acquired, or publicly exposed without authorization.
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“Covered Information” means information from or about an individual consumer stored by Respondent’s
customers within Respondent’s product databases including: (a) a first and last name: (b) a home or physical address; (c) an email address or other online contact information, such as an instant messaging user identifier or a screen
name; (d) a mobile or other telephone number; (e) a driver’s license or other government-issued identification number; (f) date of birth; or (g) bank account, credit card, or debit card information.
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“Delayed Update Customers” are Respondent’s customers to whom Respondent makes updates available
but who do not automatically implement such updates due to the complexity of Respondent’s customers implementing such updates into Respondent’s customers’ environments and business practices.
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“Delete” “Deleted” or “Deletion” means to remove Covered Information such that it is not maintained in retrievable form and cannot be retrieved in the normal course of business.
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“Respondent” means Blackbaud, Inc., a
Delaware corporation, and its successors and assigns.
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Provisions
I. Prohibition against Misrepresentations about Privacy and Security
IT IS ORDERED that
Respondent, Respondent’s officers, agents, employees, and attorneys, and all other persons in active concert or participation with any of them who receive actual notice of this Order, whether acting directly or indirectly, in connection
with any product or service, must not misrepresent in any manner, expressly or by implication: