8-K

BLACKBERRY Ltd (BB)

8-K 2023-06-27 For: 2023-06-27
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Added on April 08, 2026

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 27, 2023

Date of Report (date of earliest event reported)

BlackBerry Limited

(Exact name of registrant as specified in its charter)

Canada 001-38232 98-0164408
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
2200 University Ave East
Waterloo Ontario Canada N2K 0A7
(Address of Principal Executive Offices) (Zip Code)

(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:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares BB New York Stock Exchange
Common Shares BB Toronto Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 27, 2023, the Company held its Annual and Special Meeting of Shareholders (the “Meeting”). There were 326,301,955 shares of common stock represented at the Meeting. At the Meeting, the Company’s shareholders voted as follows on the matters set forth below:

1.Election of Directors. All eight of the directors named in the management proxy circular were elected to serve as directors of the Company, to hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed, based upon the following votes:

Director For Withheld Broker Non-Votes
John Chen 202,496,816 50,842,670 72,962,469
Michael A. Daniels 194,613,306 58,726,180 72,962,469
Timothy Dattels 240,446,068 12,893,418 72,962,469
Lisa Disbrow 239,873,532 13,465,955 72,962,468
Richard Lynch 221,534,719 31,804,768 72,962,468
Laurie Smaldone Alsup 194,125,302 59,214,184 72,962,469
V. Prem Watsa 205,475,261 47,864,226 72,962,468
Wayne Wouters 240,118,843 13,220,646 72,962,466

2.Re-appointment of Independent Auditors. The re-appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company as described in the management proxy circular was approved, based upon the following votes:

For Withheld Broker Non-Votes
313,643,237 12,658,715 3

3.Approval of Unallocated Entitlements under the DSU Plan. The resolution on the unallocated entitlements under the Company’s Deferred Share Plan for directors as described in the management proxy circular was approved, based upon the following votes:

For Against Abstain Broker Non-Votes
235,593,701 13,895,819 3,849,962 72,962,473

4.Advisory Vote on Executive Compensation. The advisory resolution on executive compensation as described in the management proxy circular was approved, based on the following votes:

For Against Abstain Broker Non-Votes
206,530,570 43,163,308 3,645,606 72,962,471

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.

BlackBerry Limited
Date: June 27, 2023 By: /s/ Phil Kurtz
Name: Phil Kurtz
Title: Chief Legal Officer and Corporate Secretary