8-K

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

June 2, 2020

Date of Report (date of earliest event reported)

BlackBerry Limited

(Exact name of registrant as specified in its charter)

(519) 888-7465

Registrant's telephone number, including area code

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Thomas Eacobacci as President

On June 2, 2020, BlackBerry Limited (the “Company”) announced that Thomas Eacobacci, age 49, will become President of the Company with effect as of June 15, 2020.

Since January 2018, Mr. Eacobacci has been Senior Vice President, Americas of Citrix Systems, a provider of digital workspace, networking and analytics solutions, where he has been responsible for $2 billion of annual sales and services revenue and has managed a team of 1,100 of employees. He also served Citrix as Vice President, Sales Strategy & Operations from 2014 to 2017 and has held roles of increasing responsibility at the company since 2000.

The Company has entered into an letter agreement (the “Offer Letter”) with Mr. Eacobacci, pursuant to which he will receive an annual base salary of $600,000 and will participate in the Company’s annual Sales Incentive Pay (“SIP”) and Variable Incentive Pay (VIP”) programs, with an incentive target of 50% of his base salary under each program. Mr. Eacobacci will also be granted a long-term incentive equity award with a grant date value of $8,000,000, which will be divided equally between time-based and performance-based restricted share units. The time-based award will vest one-third each year on the anniversary of the grant date, subject to satisfying service conditions, and the performance-based award will vest after three years based on the achievement of the applicable performance metrics.

In the event that Mr. Eacobacci is terminated without just cause or resigns for good reason, the Company will pay his annual base salary for 12 months plus one additional month per completed year of service, to a maximum of 24 months (the “Severance Period”). During the Severance Period, his outstanding equity awards will continue to vest and the Company will continue his medical benefits, to the extent permitted. The Company will also pay Mr. Eacobacci his earned SIP and VIP payments for the fiscal year in which termination occurs.

In the event that Mr. Eacobacci is terminated without just cause or resigns for good reason within 24 months of a change of control of the Company, or during negotiations that result in a change of control, the Company will pay him a lump sum amount equal to two times his annual base salary plus two times his annual base salary multiplied by his target SIP and VIP percentage at the time. In addition, Mr. Eacobacci’s unvested time-based restricted share units will receive 36 months of accelerated vesting and, to the extent permitted, the Company will continue his medical benefits for 24 months.

Mr. Eacobacci will be entitled to participate in employee benefit programs generally made available to executive officers of the Company. The Company intends to enter into its standard form of indemnification agreement with Mr. Eacobacci.

There are no arrangements or understandings between Mr. Eacobacci and any other persons pursuant to which he was selected as President. There are also no family relationships between Mr. Eacobacci and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Eacobacci’s appointment is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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, thereunto duly authorized.

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BlackBerry Names Thomas Eacobacci as President

WATERLOO, ONTARIO--(June 2, 2020) - BlackBerry Limited (NYSE:BB) (TSX:BB) today announced the appointment of Thomas Eacobacci as President. Eacobacci will be responsible for driving BlackBerry’s sales, field marketing, engineering, and customer support for BlackBerry Spark® and BlackBerry IoT Solutions. BlackBerry Advanced Technology Labs, licensing, and corporate functions will continue to report to John Chen, Executive Chairman and CEO.

BlackBerry is poised to be the leader in the enterprise IoT software market. BlackBerry’s software solutions now set the standard for how connected endpoints are built, secured, managed and communicate. Its technical leadership for these solutions is widely recognized, and its reputation for security and privacy is undisputed. With its strategy and technology in place, the company is now focused on revenue growth and market share expansion in this highly attractive market.

Eacobacci brings to BlackBerry 20 years of customer-facing and go-to-market leadership expertise from his successful career with Citrix, where most recently he served as Senior Vice President and General Manager for the Americas. Throughout his tenure with Citrix, Eacobacci has held global leadership roles across sales, services, customer success, and sales operations. Prior to joining Citrix, he spent seven years with Accenture managing and designing application systems and processes for various large international clients.

Eacobacci will join BlackBerry on June 15 and report to Mr. Chen.

“I am pleased to welcome Tom to BlackBerry to lead the BlackBerry Spark and IoT Solutions Groups,” said Mr. Chen. “Tom is a key addition to the Company. His deep experience in enterprise software and security, and long track record in executing go-to-market initiatives will be instrumental in expanding our addressable market and growing market share.”

“I am very excited to join BlackBerry and lead the next phase of its market expansion,” said Eacobacci. “BlackBerry’s technology and vision for the industry are impressive. BlackBerry is an iconic company with incredible employees, partners, and customers. I am eager to work with John to deliver on this opportunity.”

To learn more about Eacobacci and his experience, please visit

www.blackberry.com/leadership.

About BlackBerry

BlackBerry (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. The company secures more than 500M endpoints including 150M cars on the road today.  Based in Waterloo, Ontario, the company leverages AI and machine learning to deliver innovative solutions in the areas of cybersecurity, safety and data privacy solutions, and is a leader in the areas of endpoint security management, encryption, and embedded systems.  BlackBerry’s vision is clear - to secure a connected future you can trust.

BlackBerry. Intelligent Security. Everywhere.

For more information, visit BlackBerry.com and follow @BlackBerry.

Trademarks, including but not limited to BLACKBERRY and EMBLEM Design are the trademarks or registered trademarks of BlackBerry Limited, and the exclusive rights to such trademarks are expressly reserved. All other trademarks are the property of their respective owners. BlackBerry is not responsible for any third-party products or services.

Media Contact:

BlackBerry Media Relations

+1 (519) 597-7273

mediarelations@BlackBerry.com