BLKB DEF 14A Report ended June 10, 2020

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•	Acquired YourCause™, a market leader in enterprise philanthropy, corporate social responsibility and employee engagement technology, increasing our TAM to over $10 billion;

•	Announced the general availability of our breakthrough Church Management software, which is already transforming the faith community technology landscape. We now support congregations representing faith communities of all sizes, serving across denominations and non-denominations in more than half of the 50 U.S. states;

•	Introduced Blackbaud Purchase Cards and Expense Management in Blackbaud Financial Edge NXT®, helping social good organizations streamline financial processes and maximize mission delivery;

•	Launched our internationally renowned Peer-to-Peer Fundraising Solution in the U.S. where over 1,000 customers have signed up to use the solution and roughly half of these organizations are net new customers to Blackbaud;

•	Has seen momentum continue to build in our Higher Education Vertical where Blackbaud powers 24 of the top 25 private U.S. colleges as ranked by Forbes and, just a year after introducing our comprehensive Cloud Solution for Higher Education, we continued to transform the higher education technology landscape and demonstrate growth;

•	Made investments to grow our lead generation teams and implement leading sales engagement technology platforms to enable our teams to generate more prospects and convert those prospects into sales opportunities;

•	Largely completed our comprehensive workplace strategy to better align our organizational objectives with our geographic footprint by optimizing our office utilization, improving our geographic sales coverage and enhancing our employees' daily experience to improve productivity and effectiveness; and

•	Released our second Blackbaud Social Responsibility Report to provide greater transparency in our environmental, social and governance ("ESG") initiatives.

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(1)	See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.

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•	Increased the base salaries of our named executive officers ("NEO" or "NEOs") from their 2018 levels.

•	Based on overall Company performance in 2019 , awarded cash bonuses that were, on average, 109% of each NEO's target annual cash bonus opportunity.

•	Approved annual equity awards consisting of 50% RSAs and 50% PRSUs for our NEOs that met competitive market practices, supported our retention objectives and rewarded overall company performance.

•	Based on overall Company performance in 2019 , determined that 109% of the shares of our common stock subject to the PRSUs granted in February 2019 will vest in three equal annual installments starting in February 2020 subject to each NEO's continued employment as of each vesting date.

•	Entered into an amended and restated employment and noncompetition agreement (the "Amended Agreement") with our CEO.

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(1)	Mr. Kight served on the Audit Committee through June 2019 and he served as Chair of the Risk Oversight Committee until his resignation from the Board of Directors effective February 14, 2020.

(2)	Upon Mr. Kight's resignation from the Board effective February 14, 2020, Mr. Leitch became Chair of the Risk Oversight Committee.

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(1)	Mr. Leitch took the role of Risk Oversight Committee Chair following the resignation of Mr. Kight from the Board of Directors effective February 14, 2020.

(1)	The annual cash retainer and other fees are paid on a quarterly basis.

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(1)	On August 5, 2019 , we granted each of our non-employee directors then serving 2,842 RSAs with a grant date fair value of $245,492 , computed in accordance with FASB ASC Topic 718. No options to purchase shares of our common stock or SAR awards for shares of our common stock were granted to our non-employee directors in 2019 .

(2)	The amounts reported consist of dividends paid in 2019 on shares of our common stock subject to unvested RSAs granted as equity compensation.

(3)	Mr. Kight resigned from the Board of Directors effective February 14, 2020.

(4)	The following table shows the aggregate number of RSAs and shares received upon the exercise of options held by our non-employee directors as of December 31, 2019 :

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(1)	Includes vested and unvested shares of our common stock subject to RSAs beneficially owned.

(2)	Based on $79.60 per share, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2019 , the last trading day of that fiscal year.

(3)	Since Mr. Ertel had been a director of the Company for less than three years as of December 31, 2019 , he was not required to meet an ownership target. However, as of December 31, 2019 , Mr. Ertel achieved 5.0x the three-year requirement.

(4)	Mr. Kight resigned from the Board of Directors effective February 14, 2020.

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(1)	The ownership percentages set forth in this column are based on the assumption that each of the stockholders continued to own the number of shares reflected in the table above on April 13, 2020 .

(2)	Based solely on information contained in Schedule 13G/A filed with the SEC on February 4, 2020 , by BlackRock, Inc. As of December 31, 2019 , BlackRock reported that it had sole voting power over 5,745,897 shares and sole dispositive power over 5,832,343 shares.

(3)

Based solely on information contained in Schedule 13G/A filed with the SEC on January 28, 2020 , by Wellington Management Group LLP , Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. As of December 31, 2019 , Wellington Management Group LLP , Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP reported that each had shared voting power over 4,345,806 shares and shared dispositive power over 4,840,866 shares. As of December 31, 2019 , Wellington Management Company LLP reported that it had shared voting power over 4,266,039 shares and shared dispositive power over 4,703,309 shares.

(4)

Based solely on information contained in Schedule 13G/A filed with the SEC on February 12, 2020 , by The Vanguard Group, Inc. As of December 31, 2019 , Vanguard reported that it had sole voting power over 102,402 shares, shared voting power over 10,326 shares, sole dispositive power over 4,617,713 shares and shared dispositive power over 106,896 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 96,570 shares of the Company as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, is the beneficial owner of 16,158 shares of the Company as a result of serving as investment manager of Australian investment offerings.

(5)

Based solely on information contained in Schedule 13G/A filed with the SEC on February 13, 2020 , by Janus Henderson Group PLC and Janus Henderson Triton Fund. As of December 31, 2019 , Janus Henderson Group PLC reported that it had shared voting and dispositive power over 4,694,098 shares due to its ownership of Intech Investment Management LLC, Janus Capital Management LLC, Perkins Investment Management LLC, Geneva Capital Management LLC, Henderson Global Investors Limited and Janus Henderson Investors Australia Institutional Funds Management Limited. As of December 31, 2019 , Janus Henderson Triton Fund reported that it had shared voting and dispositive power over 2,664,891 shares.

(6)	Based solely on information contained in Schedule 13G/A filed with the SEC on February 12, 2020 , by Eaton Vance Management . As of December 31, 2019 , Eaton reported that it had sole voting and dispositive power over 4,588,347 shares.

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(7)	Based solely on information contained in Schedule 13G/A filed with the SEC on February 14, 2020 , by Brown Capital Management, LLC . As of December 31, 2019 , Brown reported that it had sole voting power over 2,108,357 shares and sole dispositive power over 3,453,453 shares.

(8)	Based solely on information contained in Schedule 13G/A filed with the SEC on February 13, 2020 , by Champlain Investment Partners, LLC . As of December 31, 2019 , Champlain reported that it had sole voting power over 2,196,910 shares and sole dispositive power over 2,601,290 shares.

*	Less than one percent.

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•	Acquired YourCause™, a market leader in enterprise philanthropy, corporate social responsibility and employee engagement technology, increasing our TAM to over $10 billion;

•	Announced the general availability of our breakthrough Church Management software, which is already transforming the faith community technology landscape. We now support congregations representing faith communities of all sizes, across denominations and non-denominations in more than half of the 50 U.S. states;

•	Introduced Blackbaud Purchase Cards and Expense Management in Blackbaud Financial Edge NXT®, helping social good organizations streamline financial processes and maximize mission delivery;

•	Launched our internationally renowned Peer-to-Peer Fundraising Solution in the U.S. where over 1,000 customers have signed up to use the solution and roughly half of these organizations are net new customers to Blackbaud;

•	Have seen momentum continue to build in our Higher Education Vertical where Blackbaud powers 24 of the top 25 private U.S. colleges as ranked by Forbes and, just a year after introducing our comprehensive Cloud Solution for Higher Education, we continued to transform the higher education technology landscape and demonstrate growth;

•	Made investments to grow our lead generation teams and implement leading sales engagement technology platforms to enable our teams to generate more prospects and convert those prospects into sales opportunities; and

•	Largely completed our comprehensive workplace strategy to better align our organizational objectives with our geographic footprint by optimizing our office utilization, improving our geographic sales coverage and enhancing our employees' daily experience to improve productivity and effectiveness.

•	Increased total revenue by 6.1% ;

•	Grew recurring revenue to 92.4% of total revenue;

•	Grew our non-GAAP organic recurring revenue* by 5.8% ; and

•	Achieved our 2019 full-year financial guidance.

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•	We released our second annual Social Responsibility Report, which provides an in-depth look at Blackbaud’s purpose, people, governance and impact on the world;

•	Forbes recognized us as one of America's Best Employers for Diversity for the second consecutive year and as one of America’s Best Mid-size Employers for the fourth consecutive year. Additionally, Forbes named our president and CEO as one of America’s Most Innovative Leaders;

•	For the second consecutive year, AnitaB.org recognized Blackbaud as one of the Top Companies for Women Technologists;

•	We were recognized by Microsoft with the 2019 MSUS Partner Award for Industry-Education;

•	We celebrated 15 years as a Nasdaq-listed company; and

•	For the 20th anniversary of bbcon , the premier tech gathering for social good, we welcomed a record number of attendees, hosted hundreds of innovative sessions and celebrated radical collaboration across the social good ecosystem.

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•	Increased the base salaries of our NEOs by 3% from their 2018 levels;

•	Based on overall Company performance in 2019 , awarded cash bonuses that were, on average, 109% of each NEO's target annual cash bonus opportunity;

•	Approved grants of annual equity awards consisting of 50% RSAs and 50% PRSUs for our NEOs that met competitive market practices, supported our retention objectives and rewarded overall company performance;

•	Based on overall Company performance in 2019 , determined that 109% of the shares of our common stock subject to the PRSUs granted in February 2019 will vest in three equal annual installments starting in February 2020 subject to each NEO's continued employment as of each vesting date. See the discussion of the 2019 PRSU Awards to NEOs beginning on page 37 for more information; and

•	Entered into an amended and restated employment and noncompetition agreement (the "Amended Agreement") with our CEO. For a summary of the principal terms of the Amended Agreement, see "Employment Arrangements" beginning on page 46 of this Proxy Statement.

•	The Compensation Committee is composed solely of independent directors;

•	The Compensation Committee retains its own independent compensation consultant that performs no other consulting or other services for us;

•	The Compensation Committee conducts an annual review of our executive compensation program, including a review

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•	Our arrangements for paying post-employment compensation provide for “double-trigger” change in control payments and benefits;

•	We do not provide material non-cash benefits (such as guaranteed retirement or pension plan benefits) or perquisites for our executive officers that are not available to our employees generally;

•	Our current equity compensation plan, the 2016 Equity and Incentive Compensation Plan does not permit stock option exchanges or repricing without stockholder approval;

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Our officers, directors and all employees of, and consultants to, the Company and its subsidiaries who receive or have access to material, nonpublic information regarding the Company are not permitted to hedge their economic exposure to our common stock, including without limitation by way of prepaid variable forward contracts, equity swaps, collars, exchange funds or other types of instruments, and our directors and Section 16(a) reporting officers may not pledge their ownership interests in our common stock to secure a loan; and

•	We emphasized performance-based compensation by continuing the practice of granting PRSUs to our NEOs that are earned through the attainment of pre-established performance objectives, and, when earned, are subject to additional time-based vesting requirements.

•	Establishing our compensation philosophy, policies and practices for our executive officers, including the compensation objectives and target pay levels, and approving the compensation peer group used for assessing the competitiveness of our executive compensation;

•	Establishing and approving corporate goals and objectives relevant to the compensation of our CEO and, in light of those goals and objectives, evaluating and determining his compensation level;

•	Reviewing and overseeing the corporate goals and objectives relevant to the compensation of our other executive officers, including the other NEOs, taking into account the practices of the compensation peer group and other appropriate factors, such as corporate and individual performance and historical compensation practices for such executive officers and the recommendations of our CEO;

•	Establishing appropriate compensation, retention, incentive, severance and benefit policies and programs for our executive officers;

•	Reviewing and recommending, with input from the Board of Directors, incentive compensation plans for our executive officers and employees;

•	Administering and amending as necessary the Company's various incentive compensation and other similar plans; and

•	Conducting periodic competitive evaluations of our executive compensation program.

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•	Assessed our executive compensation program, policies and practices, particularly with respect to our pay-for-performance alignment;

•	Advised on the size and structure of the cash components of our executive compensation program (i.e., base salary and target annual cash bonus opportunities, and performance measures and weighting of bonuses);

•	Advised on the composition, structure and competitiveness of the long-term incentive component of our executive compensation program;

•	Advised on the composition of our compensation peer group; and

•	Advised on the design and amount of the compensation package for our CEO and other executive officers.

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(1)	This company was subsequently removed from the peer group as it is no longer a publicly traded company.

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“ Adjusted Recurring Revenue ” means our 2019 GAAP recurring revenue as presented in our periodic reports filed with the SEC (within the section "Management's discussion and analysis of financial condition and results of operations" of those reports), adjusted to exclude acquisition-related recurring revenue associated with companies acquired during 2019, as well as the effects of any deferred revenue write-downs.

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“ Adjusted Earnings ” means our 2019 non-GAAP income from operations, which excludes the impact of acquisition-related deferred revenue write-downs, stock-based compensation charges, costs associated with amortization of intangibles arising from business combinations, impairment of capitalized software development costs due to business combinations, acquisition-related integration costs, acquisition-related expenses and restructuring costs. Non-GAAP income from operations is also presented in our periodic reports filed with the SEC within the section "Management's discussion and analysis of financial condition and results of operations" of those reports.

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i.	During the one-year period from January 1, 2019 to December 31, 2019 (the "Performance Period"), we achieve Non-GAAP Adjusted Recurring Revenue of a minimum of $770.5 million ; and

ii.	During the Performance Period, we achieve Non-GAAP Adjusted Income from Operations of a minimum of $127.5 million .

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“ Non-GAAP Adjusted Recurring Revenue ” means our 2019 GAAP recurring revenue as presented in our periodic reports filed with the SEC (within the section "Management's discussion and analysis of financial condition and results of operations" of those reports), adjusted to exclude acquisition-related recurring revenue associated with companies acquired during the Performance Period, as well as the effects of any fair value adjustments to acquired deferred revenue.

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“ Non-GAAP Adjusted Income from Operations ” means our 2019 non-GAAP income from operations as presented in our periodic reports filed with the SEC (within the section "Management's discussion and analysis of financial condition and results of operations" of those reports), adjusted to exclude the impact during the Performance Period of acquisitions as contemplated by the Non-GAAP Adjusted Recurring Revenue performance metric set forth above.

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(1)	The earned 2019 PRSUs will vest in three equal annual installments beginning on February 12, 2020 subject to each NEO's continued employment.

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•	For the CEO, the lesser of (i) equity in an amount equal to four times base salary or (ii) 70,000 shares; and

•	For the CEO’s officer-level direct reports, the lesser of (i) equity in an amount equal to two times base salary, or (ii) 20,000 shares.

(1)	Number of shares required under the guideline for multiple of base salary calculated using $79.60 per share which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2019 .

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(1)

The reported amounts represent the aggregate grant date fair value of awards of RSAs and PRSUs, computed in accordance with FASB ASC Topic 718, and, for PRSUs, assume performance at the target level for each such award. The grant date fair values for the 2019 PRSUs, based upon the probable outcome of the performance conditions at the grant date for the awards, are as follows: Mr. Gianoni – $4,741,054 , Mr. Boor – $1,777,886 , Mr. Gregoire – $1,185,283 , Mr. Mooney – $1,185,283 and Mr. Olson – $740,812 . The maximum values of the 2019 PRSUs, assuming that the highest level of performance conditions is achieved, are as follows: Mr. Gianoni – $9,482,108 , Mr. Boor – $3,555,772 , Mr. Gregoire – $2,370,566 , Mr. Mooney – $2,370,566 and Mr. Olson – $1,481,624 .

(2)	Mr. Gregoire joined us on April 9, 2018 as an NEO and compensation information for 2017 has not been provided in accordance with SEC rules.

(3)	Includes the following for each NEO:

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(1)

Mr. Gianoni’s target annual cash bonus opportunity was equal to 100% of his earned base salary, pursuant to his employment agreement. The target annual cash bonus opportunities for Messrs. Boor, Gregoire and Mooney were equal to 65% of the base salary each individual was expected to earn in 2019 . The target annual cash bonus opportunity for Mr. Olson was equal to 50% of the base salary he was expected to earn in 2019 . The maximum cash bonus for 2019 for each NEO was equal to twice his target annual cash bonus opportunity.

(2)	The 2019 PRSUs were granted to our NEOs and, subject to the achievement of pre-established performance metrics, vest as to any earned shares in three annual installments starting in February 2020 , subject to the NEO's continued employment, as described on page 37 of this Proxy Statement.

(3)	Each of our NEOs was granted the number of RSAs set forth next to their names in the table. These RSAs vest in four equal annual installments beginning on the first anniversary of the date of grant, subject to the NEO's continued employment. The vested and unvested shares of common stock subject to RSAs are eligible to receive dividends declared by the Company.

(4)	The grant date fair value of the equity awards is calculated in accordance with FASB ASC Topic 718. See Note 13 of the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 , filed with the SEC on February 20, 2020 .

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(1)

The unvested portion of Mr. Gianoni awards will vest as follows, subject to his continued employment: 60,939 RSAs in four equal annual installments beginning on February 12, 2020; 60,939 PRSUs, of which, 66,546 will vest in three equal annual installments beginning on February 12, 2020, as the 2019 PRSU Performance Metrics were 109.2% met on December 31, 2019; 31,653 RSAs in three equal annual installments beginning on February 12, 2020; 28,135 PRSUs, of which, 17,809 will vest in two equal annual installments beginning on February 12, 2020, as the 2018 PRSU Performance Metrics were 63.3% met on December 31, 2018; 18,905 RSAs in two equal annual installments beginning on February 14, 2020; 17,645 PRSUs, of which, 15,236 will vest on February 14, 2020, as the 2017 PRSU Performance Metrics were 86.4% met on December 31, 2017; and 6,180 RSAs on February 11, 2020.

(2)

The unvested portion of Mr. Boor ’s awards will vest as follows, subject to his continued employment: 22,852 RSAs in four equal annual installments beginning on February 12, 2020; 22,852 PRSUs, of which, 24,955 will vest in three equal annual installments beginning on February 12, 2020, as the 2019 PRSU Performance Metrics were 109.2% met on December 31, 2019; 11,870 RSAs in three equal annual installments beginning on February 12, 2020; 10,550 PRSUs, of which, 6,678 will vest in two equal annual installments beginning on February 12, 2020, as the 2018 PRSU Performance Metrics were 63.3% met on December 31, 2018; 11,343 RSAs in two equal annual installments beginning on February 14, 2020; 7,562 PRSUs, of which, 6,530 will vest on February 14, 2020, as the 2017 PRSU Performance Metrics were 86.4% met on December 31, 2017; and 6,180 RSAs on February 11, 2020.

(3)

The unvested portion of Mr. Gregoire ’s awards will vest as follows, subject to his continued employment: 15,235 RSAs in four equal annual installments beginning on February 12, 2020; 15,235 PRSUs, of which, 16,639 will vest in three equal annual installments beginning on February 12, 2020, as the 2019 PRSU Performance Metrics were 109.2% met on December 31, 2019; and 17,958 RSAs in three equal annual installments beginning on May 4, 2020.

(4)

The unvested portion of Mr. Mooney ’s awards will vest as follows, subject to his continued employment: 15,235 RSUs in four equal annual installments beginning on February 12, 2020; 15,235 PRSUs, of which, 16,639 will vest in three equal annual installments beginning on February 12, 2020, as the 2019 PRSU Performance Metrics were 109.2% met on December 31, 2019; 7,914 RSAs in three equal annual installments beginning on February 12, 2020; 7,034 PRSUs, of which, 4,453 will vest in two equal annual installments beginning on February 12, 2020, as the 2018 PRSU Performance Metrics were 63.3% met on December 31, 2018; 7,562 RSAs in two equal annual installments beginning on February 14, 2020; 5,041 PRSUs, of which, 4,353 will vest on February 14, 2020, as the 2017 PRSU Performance Metrics were 86.4% met on December 31, 2017; and 4,120 RSAs on February 11, 2020.

(5)

The unvested portion of Mr. Olson 's awards will vest as follows, subject to his continued employment: 9,522 RSAs in four equal annual installments beginning on February 12, 2020; 9,522 PRSUs, of which, 10,401 will vest in three equal annual installments beginning on February 12, 2020, as the 2019 PRSU Performance Metrics were 109.2% met on December 31, 2019; 4,946 RSAs in three equal annual installments beginning on February 12, 2020; 4,396 PRSUs, of which, 2,783 will vest in two equal annual installments beginning on February 12, 2020, as the 2018 PRSU Performance Metrics were 63.3% met on December 31, 2018; 3,781 RSAs in two equal annual installments beginning on February 14, 2020; 2,521 PRSUs, of which, 2,177 will vest on February 14, 2020, as the 2017 PRSU Performance Metrics were 86.4% met on December 31, 2017; and 2,060 RSAs on February 11, 2020.

(6)	Based on $79.60 per share, which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2019 , the last trading day of that fiscal year.

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(1)	The amounts reported represent the market value of the shares of our common stock subject to the SARs on the date of exercise less the applicable exercise or strike price multiplied by the number of shares acquired on exercise.

(2)	The amounts reported represent the market value of the shares of our common stock on the date of vesting multiplied by the number of shares acquired on vesting.

•	Pay him his Accrued Compensation;

•	Pay him any awarded but unpaid bonus compensation for prior calendar years;

•	Continue to pay his base salary for a period of 24 months;

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•	Pay him a lump sum payment based on the average cash bonus he received for the two calendar years prior to the calendar year in which termination occurs, pro-rated based on his actual period of employment during the year of termination;

•	Accelerate vesting of all of his then-unvested time-based equity awards by 12 months; and

•	Accelerate vesting of any then-unvested performance-based equity awards to the extent that such awards would have vested if he had continued employment with us through the end of the applicable performance period, but only if the performance period for such equity awards ends within 12 months of his termination date.

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•	Pay him 1.5 times his base salary;

•	Accelerate and fully vest any then-unvested stock options and other equity awards; and

•	Reimburse COBRA premiums for him for the lesser of 12 months following the termination date or until he becomes eligible for insurance benefits from another employer.

•	Conviction or plea of no contest to any felony;

•	Any act of theft, fraud or embezzlement, or any other willful misconduct or willfully dishonest behavior by the officer; Willful and repeated failure or refusal to perform his or her reasonably assigned duties, provided that such failure or refusal is not corrected within 30 calendar days of notice;

•	Willful violation of his or her employment agreement;

•	Personal conduct which discredits or damages the Company; and/or

•	Illegal use of controlled substances.

•	Any materially adverse change or diminution in the office, title, duties, powers, authority or responsibilities that is not corrected within 30 days of notice;

•	A material reduction in the officer's base salary;

•	Failure by us to obtain the assumption in writing of our obligation to honor the officer's agreements by any purchaser of all or substantially all of our assets within 30 calendar days after a sale or transfer of such assets; and/or

•	A relocation of his office to a location more than 40 miles from his or her existing office location, without the officer's consent, or a material adverse change in the business travel requirements of the officer's position.

•	The consummation of a merger or consolidation in which our stockholders immediately prior to such event own less than 50% of the combined entity immediately following the merger or consolidation;

•	A sale of all or substantially all of our assets;

•	Acquisition of beneficial ownership where acquirer owns more than 50% of (a) then-outstanding stock or (b) combined voting power of then-outstanding securities entitled to vote; and/or

•	Our liquidation or dissolution.

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(1)

The amounts reported for Mr. Gianoni in this table have been calculated based on the Amended and Restated Employment and Noncompetition Agreement that was entered into between Mr. Gianoni and the Company on December 9, 2015. A copy of that agreement is filed as Exhibit 10.81 to our Annual Report on Form 10-K filed with the SEC on February 24, 2016. The Amended Agreement that was entered into on December 11, 2019 and discussed above has an initial term that began on January 1, 2020, which is after the last trading day of our most recently completed fiscal year.

•	the median of the annual total compensation of all employees of our company (other than Mr. Gianoni), was $84,464 ; and

•	the annual total compensation of Mr. Gianoni, as reported in the 2019 Summary Compensation Table beginning on page 43 of this Proxy Statement, was $11,133,210 .

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(1)	At December 31, 2019 , all shares under the Convio, Inc. Amended and Restated 2009 Stock Incentive Plan, as amended were vested.

(2)	Under the 2016 Equity and Incentive Compensation Plan, any option or SAR granted reduces the available number of shares on a one-to-one basis and any other types of stock awards granted reduces the available number of shares on a two-to-one basis. Includes shares available for issuance through grants of options, SARs, restricted stock, RSUs or other stock awards.

(3)	This plan was approved by Convio stockholders and assumed by our Company upon its acquisition of Convio in May 2012.

(4)	Full-value awards outstanding include RSAs, RSUs and PRSUs.

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•	Are present electronically at the virtual meeting; or

•	Have voted by Internet, telephone, or properly submitted a Proxy Card or Voter Instruction Card.

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(1)	Votes cast electronically or by proxy at the meeting will be considered present. All stockholders of record of Blackbaud common stock as of the close of business on April 13, 2020 , are entitled to vote at the meeting and any adjournments or postponements thereof.

•	Via the Internet by accessing the proxy materials on the secured website www.proxyvote.com and following the voting instructions on that website;

•	Via telephone by calling toll free 1-800-690-6903 and following the recorded instructions; or

•	By requesting that printed copies of the proxy materials be mailed to you pursuant to the instructions provided in the Notice of Internet Availability of Proxy Materials and completing, dating, signing and returning the Proxy Card that you receive in response to your request.

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•	Filing a written notice of revocation bearing a later date than the proxy with our Corporate Secretary at 65 Fairchild Street, Charleston, South Carolina 29492 at or before the taking of the vote at the meeting;

•	Duly executing a later-dated proxy relating to the same shares and delivering it to our Corporate Secretary at 65 Fairchild Street, Charleston, South Carolina 29492 at or before the taking of the vote at the meeting;

•	Attending the virtual meeting and voting electronically (although attendance at the meeting will not in and of itself constitute a revocation of a proxy); or

•	If you voted by telephone or via the Internet, voting again by the same means prior to 11:59 p.m. Eastern Time on June 9, 2020 (your latest telephone or Internet vote, as applicable, will be counted and all earlier votes will be superseded).

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(1)	The individual amounts for each year may not sum to subtotal and non-GAAP income from operations due to rounding.

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(1)

Non-GAAP acquisition-related revenue excludes incremental acquisition-related revenue calculated in accordance with GAAP that is attributable to companies acquired in the current fiscal year. For companies acquired in the immediately preceding fiscal year, non-GAAP acquisition-related revenue reflects presentation of full-year incremental non-GAAP revenue derived from such companies, as if they were combined throughout the prior period, and it includes the current period non-GAAP revenue from the acquisition-related deferred revenue write-down attributable to those companies.

(2)	Non-GAAP organic revenue for the prior year periods presented herein will not agree to non-GAAP organic revenue presented in the respective prior period quarterly financial information solely due to the manner in which non-GAAP organic revenue growth is calculated.

(3)	To determine non-GAAP organic revenue growth on a constant currency basis, revenues from entities reporting in foreign currencies were translated to U.S. Dollars using the comparable prior period's quarterly weighted average foreign currency exchange rates. The primary foreign currencies creating the impact are the Canadian Dollar, EURO, British Pound and Australian Dollar.

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