·              Embracing new strategies to recruit and retain an increasingly diverse and qualified workforce to better serve our customers.

·              Aggressively seeking a diverse set of potential vendors to provide services to our company.

·              Continually affirming the value of diversity and inclusion in the workplace as demonstrated by our corporate values, strategy and workforce planning activities.

·              Our board’s commitment to consider all aspects of diversity when selecting new director nominees, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

We strongly value diversity and have many women in senior leadership positions. To foster continued growth of our talent pool, we created our Women’s Internal Networking Group to facilitate and accelerate the leadership and success of women in Black Knight across all divisions.

We believe in empowering all of our employees to become their best selves. Through our Black Knight University program, we provide our employees with innovative and educational programs where they can develop career goals, collaborate with colleagues and learn more about our industry and best practices through classes taught by subject matter experts and a collaborative peer-to-peer online forum. We recognize exceptional performance through our employee recognition program, and encourage talent and leadership development through our leadership and peer mentoring programs.

For more information concerning Black Knight’s policies on diversity, inclusion and employee programs, see the “Careers” section of our website at www.BlackKnightInc.com/careers.

Sustainability

Black Knight is dedicated to promoting environmental sustainability and providing employees on its campuses the opportunity to make a positive impact on the environment on campus. As a leading provider of technology, data and analytics to the mortgage industry, we believe we have a reasonably light environmental footprint. Our environmental impact comes mostly from the buildings that our employees work in and our data centers. We’ve implemented environmental stewardship initiatives to encourage our employees to be thoughtful of and lessen our impact on the environment, including:

·              A majority of the technology deployed in our data centers and campuses is Energy Star compliant.

·              Certified Green Seal paper products and green-friendly cleaning products are used where possible to reduce waste and environmental impact.

·              Recycling bins encourage our employees to recycle paper, cardboard, glass, plastic bottles and aluminum or steel cans.

·              We discontinued Styrofoam cups in our break rooms and encourage employees to use personal coffee mugs.

·              Filtered water dispensers available in breakrooms to discourage the consumption of bottled water.

·              Offices use energy-efficient LED and compact fluorescent lamps (CFLs).

·              Reduce paper usage through centralized printers defaulted to duplex printing and providing employees with technological tools such as laptops and dual monitors.

·              Reduce water consumption through faucet flow restrictors, soil-moisture managed campus irrigation and a no-concrete watering policy.

·              eSteward certified end-of-life equipment disposal vendor so that disposed technology is responsibly recycled or repurposed and sold or donated.

Information Technology and Security and Risk Management

We are highly dependent on information technology networks and systems to securely process, transmit and store electronic information. Attacks on information technology systems continue to grow in frequency, complexity and sophistication. Such attacks have become a point of focus for individuals, businesses and governmental entities. These attacks can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information, consumer data and proprietary business information.

We remain focused on making strategic investments in information security to protect our clients and our information systems. This includes both capital expenditures and operating expenses on hardware, software, personnel and consulting services. As our primary solutions and services evolve, we apply a comprehensive approach to the mitigation of identified security risks. We have established risk management policies, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of risk monitoring and risk mitigation techniques. We also participate in industry and governmental initiatives to improve information security for our clients.

Our board has a strong focus on cyber-security. At each regular meeting of the risk committee of our board of directors, our Chief Risk Officer, Chief Compliance Officer and Chief Information Security Officer provide reports relating to our cyber and data security practices, risk assessments, emerging issues and any security incidents, and each of them has an opportunity to engage with the risk committee individually in executive session. Our risk committee chairman reports on these discussions to our board of directors on a quarterly basis. We also provide quarterly opportunities for continuing education to our risk committee members on various matters relating to cyber security, including emerging risks and trends, regulatory changes, and changes to our internal practices. In addition, Mr. Hunt and Mr. Rood have attended third-party director education courses on cyber-security and privacy issues and trends.

Our employees are one of our strongest assets in protecting our customers’ information and mitigating risk. We maintain comprehensive and tailored training programs that focus on applicable privacy, security, legal and regulatory requirements that provide ongoing enhancement of the security and risk culture at Black Knight. In 2018, our compensation committee introduced a qualitative risk-based performance criteria to our annual incentive plan based on the importance our board places on management’s actions to manage and mitigate risk across Black Knight. We continue to provide strong focus on all areas of

cybersecurity including threat and vulnerability management, security monitoring, identity and access management, phishing awareness, risk oversight, third-party risk management, disaster recovery and continuity management.

The Board

Our board is currently composed of William P. Foley, II (Executive Chairman), Anthony M. Jabbour (Chief Executive Officer), Thomas M. Hagerty, David K. Hunt, Richard N. Massey, Ganesh B. Rao and John D. Rood. Thomas J. Sanzone, our former Chief Executive Officer, also served as a director and our Vice Chairman from May 1, 2018 until December 2, 2018.

Our board met five times in 2018. All directors attended at least 75% of the meetings of the board and of the committees on which they served during 2018. Our non management directors also met periodically in executive sessions without management. Our non management directors appoint one independent director to preside over each executive session of our board. We do not, as a general matter, require our board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2019 annual meeting. None of our directors attended our 2018 annual meeting.

Board Governance and Independence

Our nominating and corporate governance committee evaluates our relationships with each director and nominee and makes a recommendation to our board of directors as to whether to make an affirmative determination that such director or nominee is independent. Under our corporate governance guidelines, an “independent” director is one who meets the qualification requirements for being independent under applicable laws and the corporate governance listing standards of the NYSE.

During the first quarter of 2019, our board of directors determined that Thomas M. Hagerty, David K. Hunt, Richard N. Massey, Ganesh B. Rao, and John D. Rood, or 71% of our board, are independent. The board of directors also determined that Messrs. Massey and Hagerty meet the additional independence standards of the New York Stock Exchange for compensation committee members.

In determining independence, the board of directors considered all relationships that might bear on our directors’ independence from Black Knight. The board of directors determined that Anthony Jabbour is not independent because he is Chief Executive Officer and an employee of Black Knight. The board also determined that William P. Foley, II is not independent because he serves as the Executive Chairman and is an employee of Black Knight.

In considering the independence of Thomas M. Hagerty, David K. Hunt, Richard N. Massey, Ganesh B. Rao and John D. Rood, the board of directors considered the following factors:

·              Mr. Hagerty and Mr. Rao are each Managing Directors of THL, which owned more than 10% of our common stock until March 15, 2018. In addition, in the past we have purchased software and systems services from certain entities over which THL exercises control and, prior to the IPO, THL provided certain corporate services to us, including management and consulting services. For additional information concerning the services provided by THL to us, please see “Certain Relationships and Related Transactions.”

·              Messrs. Hagerty, Massey and Rood each serve as directors of and own equity interests in FNF, our former parent.

·              We own an economic interest of approximately 18% in The Dun & Bradstreet Corporation (D&B) through our limited partnership interest in Star Parent, L.P. (Star Parent), the parent company of D&B, and Messrs. Hagerty, Massey and Rao each serve on the board of directors of D&B and the general partner of Star Parent. In addition, Messrs. Hagerty and Rao are Managing Directors of THL, which holds a limited partnership interest in Star Parent, and Mr. Massey holds a small limited partnership interest in Star Parent.

·              Messrs. Hagerty, Hunt, Massey and Rood each own a minority interest in Black Knight Sports and Entertainment LLC, which owns the Vegas Golden Knights. Mr. Foley is the majority interest holder, and is Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC.

Following consideration of these matters, the board of directors determined that these relationships were not of a nature that would impair Mr. Hagerty’s, Mr. Hunt’s, Mr. Massey’s, Mr. Rao’s or Mr. Rood’s independence.

Committees of the Board

The board has four standing committees: an audit committee, a compensation committee, a corporate governance and nominating committee and a risk committee. The charter of each committee is available on the Investors page of our website at www.BlackKnightInc.com. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information” below.

Corporate Governance and Nominating Committee

The members of the corporate governance and nominating committee are Thomas M. Hagerty (Chair) and Richard N. Massey. Our corporate governance and nominating committee met two times in 2018.

The primary functions of the corporate governance and nominating committee, as identified in its charter, are to:

·              Identify individuals qualified to become members of our board of directors (or to fill vacancies), consistent with the criteria approved by our board of directors, and to recommend to the board, the nominees to stand for election as directors.

·              Make recommendations to our board of directors as to changes to the size of the board or any committee thereof.

·              Review the independence of each director in light of the independence criteria of the NYSE and any other independence standards applicable to directors, and submit a recommendation to our board of directors with respect to each director’s independence.

·              Make recommendations to the board regarding the composition of the board’s committees.

·              Develop, review annually and recommend to the board any revisions to the Company’s Corporate Governance Guidelines.

·              Oversee the evaluation of the performance of the board and its committees.

·              Review our overall corporate governance and report to the board on a regular basis, but not less than once per year, on committee findings, recommendations and any other matters that the committee deems appropriate or the board requests.

The corporate governance and nominating committee reviewed its charter in February 2019 without material change.

Audit Committee

The members of our audit committee are David K. Hunt (Chair), Richard N. Massey and John D. Rood. The board has determined that each of the audit committee members is financially literate and independent as required by the rules of the Securities and Exchange Commission and the New York Stock Exchange, and that each of Messrs. Hunt, Massey and Rood is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission. Our audit committee met a total of nine times in 2018.

The primary functions of the audit committee include:

·              Appointing, compensating and overseeing our independent registered public accounting firm;

·              Overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;

·              Discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

·              Establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

·              Approving audit and non audit services provided by our independent registered public accounting firm;

·              Discussing earnings press releases and financial information provided to analysts and rating agencies;

·              Discussing with management our policies and practices with respect to risk assessment and risk management;

·              Reviewing any material transaction between our chief financial officer or chief accounting officer that has been approved in accordance with our Code of Ethics for Senior Financial Officers, and providing prior written approval of any material transaction between us and our chief executive officer; and

·              An annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.

Report of the Audit Committee

The audit committee of the board of directors submits the following report on the performance of certain of its responsibilities for the year 2018:

The primary function of the audit committee is oversight of (i) the quality and integrity of the Company’s financial statements and related disclosures, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of the Company’s internal audit function and the independent registered public accounting firm. Our audit committee acts under a written charter, which the audit committee reviewed in February 2019 without material change. We review the adequacy of our charter at least annually. Our audit committee is comprised of the three directors named below. Each of our audit committee members have been determined by the board of directors to be independent as defined by New York Stock Exchange independence standards. In addition, our board of directors has determined that each of Messrs. Hunt, Massey and Rood is an audit committee financial expert as defined by the rules of the Securities and Exchange Commission.

In performing our oversight function, we reviewed and discussed with management and KPMG LLP, the independent registered public accounting firm, the Company’s audited financial statements as of and for the year ended December 31, 2018. Management and KPMG reported to us that the Company’s consolidated financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Black Knight and its subsidiaries in conformity with generally accepted accounting principles. We also discussed with KPMG matters covered by the Public Company Accounting Oversight Board Auditing Standards No. 16 (Communications With Audit Committees).

We have received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and have discussed with them their independence. In addition, we have considered whether KPMG’s provision of non audit services to the Company is compatible with their independence.

Finally, we discussed with the Company’s internal auditors and KPMG the overall scope and plans for their respective audits. We met with KPMG at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

Based on the reviews and discussions referred to above, we recommended to the board of directors that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and that KPMG be appointed independent registered public accounting firm for Black Knight for 2019.

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of the Company’s financial statements and for maintaining effective internal control.

Management is also responsible for assessing and maintaining the effectiveness of internal control over the financial reporting process. The independent registered public accounting firm is responsible for auditing the Company’s annual financial statements and expressing an opinion as to whether the statements are fairly stated in conformity with generally accepted accounting principles. The independent registered public accounting firm performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Exchange Act in either of those fields or in auditor independence.

The foregoing report is provided by the following directors:

AUDIT COMMITTEE

David K. Hunt (Chair)

Richard N. Massey

John D. Rood

Compensation Committee

The members of the compensation committee are Richard N. Massey (Chair) and Thomas M. Hagerty, each of whom were deemed to be independent by the board, as required by the New York Stock Exchange. Our compensation committee met two times during 2018. The functions of the compensation committee include the following:

·              Reviewing and approving the corporate goals and objectives relevant to compensation of the company’s CEO and Chairman, evaluating the CEO’s and Chairman’s performance in light of those goals and objectives and determining and approving the CEO’s and Chairman’s compensation level based on this evaluation;

·              Setting salaries and approving incentive compensation awards other than equity based awards, as well as compensation policies for all Section 16 officers as designated by our board of directors, and recommending to our board of directors equity based incentive awards for board approval;

·              Reviewing and recommending to our board of directors policies with respect to equity compensation arrangements that are subject to board approval;

·              Overseeing our compliance with the requirement under applicable stock exchange rules that, with limited exceptions, shareholders approve equity compensation plans;

·              Evaluating and approving the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;

·              Authorizing and approving any employment or severance agreements and amendments with all designated section 16 officers;

·              Reviewing, discussing with management and recommending to our board of directors for inclusion in our annual proxy statement or annual report on Form 10-K the compensation discussion and analysis section;

·              Reviewing and approving the annual compensation risk assessment conducted by management for inclusion in our proxy statement or annual report on Form 10-K;

·              Preparing the report of the compensation committee that the SEC requires in our annual proxy statement;

·              Considering the results of shareholder say on pay votes and recommending to our board of directors any change to the frequency of say on pay votes;

·              Reviewing and approving the form and amount of compensation of our board of directors’ non management directors;

·              Evaluating and recommending to our board of directors the type and amount of compensation to be paid or awarded to board members;

·              Reporting to our board of directors;

·              Reviewing the adequacy of its charter on an annual basis; and

·              Reviewing and evaluating, at least annually, the performance of the compensation committee, including compliance of the compensation committee with its charter.

Our compensation committee reviewed its charter in February 2019 without material change. For more information regarding the responsibilities of the compensation committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis and Executive and Director Compensation”.

Risk Committee

The members of the risk committee are John D. Rood (Chair), David K. Hunt and Ganesh B. Rao, each of whom were determined by the board to be independent. Our risk committee met four times in 2018.

The primary functions of the risk committee include providing oversight of our risk management and compliance efforts, as well as oversight of our material risks. Our risk committee’s functions include, among other things:

·              Oversight of our enterprise risk management program;

·              Oversight of our compliance program; and

·              Oversight of the enterprise risk management and compliance functions.

Our risk committee reviewed its charter in February 2019 without material change.

Board Leadership Structure and Role in Risk Oversight

We have separated the positions of CEO and Chairman of the board of directors in recognition of the differences between the two roles. Separating these positions allows our Chief Executive Officer to focus more directly upon executing on the Company’s strategic objectives and business plan, providing day to day leadership and guiding senior management through the implementation of our strategic initiatives. It also

allows our Chairman to utilize his time to focus on our long term strategy, and to set the agenda for board meetings and preside over meetings of the full board. When our non management directors meet in executive session, they appoint one independent director to preside over that executive session. We believe this leadership structure is appropriate and allows our CEO and Chairman to focus on the responsibilities of their respective offices while creating a collaborative relationship that benefits our Company.

The board of directors administers its risk oversight function directly and through committees. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also oversees the performance of the independent auditor, our internal audit function and monitors compliance with legal and regulatory requirements.

Our risk committee has the responsibility to assist our board of directors in overseeing our enterprise wide risk management framework and our comprehensive compliance program, and to review and approve our risk governance policies and procedures. At each regular meeting of the risk committee, our Chief Risk Officer, Chief Compliance Officer and Chief Information Security Officer provide reports relating to our cyber and data security practices, risk assessments, emerging issues and any security incidents, and each of them has an opportunity to engage with the risk committee individually in executive session. Our risk committee chairman reports on these discussions to our board of directors on a quarterly basis. We also provide quarterly opportunities for continuing education to our risk committee members on various matters relating to cyber security, including emerging risks and trends, regulatory changes, and changes to our internal practices.

The corporate governance and nominating committee considers the adequacy of our governance structures and policies, including as they relate to our environmental, sustainability and governance practices. The compensation committee reviews and approves our compensation and other benefit plans, policies and programs and considers whether any of those plans, policies or programs creates risks that are likely to have a material adverse effect on Black Knight. Each committee provides reports on its activities to the full board of directors.

Contacting the Board

Any shareholder or other interested person who desires to contact any member of the board or the non management members of the board as a group may do so by writing to: Board of Directors, c/o Corporate Secretary, Black Knight, Inc., 601 Riverside Avenue, Jacksonville, FL 32204. Communications received are distributed by the Corporate Secretary to the appropriate member or members of the board.

·              Diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the Board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

Each year in connection with the nomination of candidates for election to the board, the corporate governance and nominating committee evaluates the background of each candidate, including candidates that may be submitted by shareholders.

We believe that the current composition of our board has served us well and that our current directors possess relevant experience, skills and qualifications that contribute to a well functioning board that effectively oversees our long term strategy. Black Knight has undergone significant change in the past five years, including the LPS Acquisition, the IPO and the Spin-Off. Our board believes our board, which is composed of directors who have a strong understanding of our business, operational and strategic goals, as well as our industry and the risks we face, has been crucial to our ability to smoothly and successfully navigate through this time of transition.

In April 2018, as part of our succession plan, Black Knight hired a new CEO, Anthony M. Jabbour, and he and Thomas J. Sanzone, our former CEO, joined our Board in May 2018 to facilitate a smooth transition. We did not add any other new directors in 2018 in order to allow our Company and the Board time to assimilate to these significant changes. Following a successful transition period, Mr. Sanzone resigned from our board on December 2, 2018.

Our board is committed to examining ways to foster the diversity of our board across many dimensions to ensure that it operates at a high functioning level and to reflect the board’s commitment to inclusiveness. Our Corporate Governance Guidelines expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as a part of the criteria the committee may consider when selecting nominees for election to the board, all in the context of the needs of our board at any given point in time. Specifically, the corporate governance and nominating committee is focused on considering highly qualified women and individuals from minority groups who may be recommended by our directors, management, or our shareholders as candidates for nomination as directors.

The corporate governance and nominating committee considers qualified candidates suggested by current directors, management and our shareholders. Shareholders can suggest qualified candidates for director to the corporate governance and nominating committee by writing to our Corporate Secretary at 601 Riverside Avenue, Jacksonville, Florida 32204. The submission must provide the information required by, and otherwise comply with the procedures set forth in, Section 3.1 of our bylaws. Section 3.1 also requires that the nomination notice be submitted by a prescribed time in advance of the meeting. See “Shareholder Proposals” below.

Information About the Director Nominees and Continuing Directors

The matrix below lists the skills and experience that we consider most important for our directors in light of our current business and structure. In addition, biographical information concerning our nominees proposed for election at the annual meeting, as well as our continuing Class I and Class II directors, including each directors’ relevant experience, qualifications, skills and diversity, is included below.

Mr. Jabbour’s qualifications to serve on the Black Knight board of directors include his extensive experience in leadership roles with financial services and technology companies, resulting in his deep knowledge of our business and industry and strong leadership abilities.

Richard N. Massey has served on Black Knight’s board of directors since December 2014 and served on the board of managers of BKFS LLC from January 2014 until our IPO in May 2015. In addition, Mr. Massey has served as a director of FNF since February 2006. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation from January 2006 to January 2009. From 2000 until 2006, Mr. Massey served as Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies. Mr. Massey also serves as a director of Cannae and FGL Holdings. He is also a director of D&B, which is privately held, a director of the Oxford American Literary Project and Chairman of the Board of the Arkansas Razorback Foundation. Mr. Massey formerly served as a director of FIS and Bear State Financial, Inc.

Mr. Massey’s qualifications to serve on our board of directors include his experience in corporate finance and investment banking and as a financial and legal advisor to public and private businesses, as well as his expertise in identifying, negotiating and consummating mergers and acquisitions.

John D. Rood has served on Black Knight’s board of directors since December 2014 and served on the board of managers of BKFS LLC from January 2014 until our IPO in May 2015. Mr. Rood is the founder and Chairman of The Vestcor Companies, a real estate firm with 30 years of experience in multifamily development and investment. In addition, Mr. Rood has served on the board of FNF since May 2013. From 2004 to 2007, Mr. Rood served as the US Ambassador to the Commonwealth of the Bahamas. Mr. Rood previously served on the board of Alico, Inc., and currently serves on several private boards. He was appointed by Governor Jeb Bush to serve on the Florida Fish and Wildlife Commission where he served until 2004. He was appointed by Governor Charlie Crist to the Florida Board of Governors, which oversees the State of Florida University System, where he served until 2013. Mr. Rood was appointed by Mayor Lenny Curry to the JAXPORT Board of Directors, where he served from October 2015 to July 2016. Governor Rick Scott appointed Mr. Rood to the Florida Prepaid College Board in July 2016, where Mr. Rood serves as Chairman of the Board, and to the Enterprise Florida and Space Coast Florida board of directors in September 2016. Mr. Rood has participated in numerous risk and audit training programs with KPMG, Booz Allen and the National Association of Corporate Directors, or NACD. He is a Board Leadership Fellow with NACD.

Mr. Rood’s qualifications to serve on our board of directors include his experience in the real estate industry, his leadership experience as a United States Ambassador, his financial literacy and his experience as a director on boards of both public and private companies.