BLACKBERRY Ltd 8-K, filed Nov 2, 2023
BLACKBERRY Ltd (BB)
8-K
2023-11-02
For: 2023-10-30
View Original
Added on
April 08, 2026
About this 8-K
BLACKBERRY Ltd filed this 8-K on November 2, 2023, reporting on events of October 30, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
(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):
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 | 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.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 30, 2023, the Company announced that John Chen, Executive Chair of the Board of Directors (the “Board”) and Chief Executive Officer of BlackBerry Limited (the “Company”), will retire from his roles at the Company effective November 4, 2023. Mr. Chen’s retirement is not the result of any disagreement with the Company on matters related to its strategy, operations, policies or practices.
(c) In addition, on October 30, 2023, the Company announced that Richard (Dick) Lynch, 75, will succeed Mr. Chen as Chair of the Board and will also serve as Interim Chief Executive Officer while BlackBerry completes its search for a permanent Chief Executive Officer. Mr. Lynch has served as a director of the Company since 2013 and been President of FB Associates, LLC since 2011. Previously, Mr, Lynch served as Chief Technology Officer of Verizon Communications and Verizon Wireless.
The Company has not entered into a material compensatory arrangement with Mr. Lynch, separate from his compensation as a member of the Board, in connection with his role as Interim Chief Executive Officer. There are no arrangements or understandings between Mr. Lynch and any other persons pursuant to which Mr. Lynch was named an officer of the Company. Mr. Lynch does not have any family relationship with any of the Company’s directors or executive officers and has no direct or indirect material interest in any transaction required to be reported under Section 404(a) of Regulation S-K.
A copy of the press release containing the announcement is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | 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, thereunto duly authorized.
BlackBerry Limited | ||||||||||||||||||||
| Date: | November 2, 2023 | By: | /s/ Steve Rai | |||||||||||||||||
| Name: | Steve Rai | |||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||
BlackBerry Announces John Chen to Retire as Executive Chair and CEO
Current Board Member Richard Lynch appointed Board Chair and Interim CEO
WATERLOO, ON, Oct. 30, 2023 – BlackBerry Limited (NYSE: BB; TSX: BB) today announced that John Chen, Executive Chair and CEO of BlackBerry, will retire from the Company effective November 4, 2023. This aligns with the terms of Mr. Chen’s contract and follows the conclusion of the Project Imperium evaluation. Richard (Dick) Lynch will succeed Mr. Chen as Board Chair and will also serve as Interim Chief Executive Officer while BlackBerry completes its search for a permanent CEO.
“The BlackBerry Board of Directors would like to express its gratitude to John for his decade of strong leadership. His achievement of saving BlackBerry and repositioning it as a software company with leading Cybersecurity and IoT technologies has been remarkable,” said Prem Watsa, Lead Director of the BlackBerry Board.
“It has been an honor to lead and transform this iconic company over the past decade. I’m proud to have been able to establish BlackBerry’s vision of a trusted, software-defined world and to position the company to unlock value through the separation of our core business units into two separate operating companies,” said Mr. Chen. “I want to thank everyone across the BlackBerry community – the Board, employees, customers, partners, and more – for your support during my tenure and wish the company every success in the future.”
“I have known John Chen for almost two decades and have always been impressed with his focus and leadership. I want to thank John for his accomplishments and dedication to BlackBerry during a critical era for the Company,” said Mike Daniels, Chair of the Compensation, Nomination and Governance Committee of the BlackBerry Board.
Appointment of Board Chair and Interim CEO
“The Board has determined that it is in the best interests of the company to appoint interim executive management to provide continued stability and continuity for BlackBerry as we work through the transition to a new permanent CEO,” said Mr. Watsa. “With his deep industry experience and strong leadership track record, Dick is well-positioned to continue advancing our strategy with the Board’s ongoing support and insight.”
Mr. Lynch joined the BlackBerry Board in 2013 and serves as a member of its Compensation, Nomination and Governance Committee. He previously served as Executive Vice-President and Chief Technology Officer of Verizon Communications and Verizon Wireless. He is a director of Cohere Technologies and iconectiv and has served as Chairman of Ribbon Communications and as a director of Ruckus Wireless.
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 over 235M vehicles. 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, endpoint management, encryption, and embedded systems. BlackBerry's vision is clear - to secure a connected future you can trust.
For more information, visit BlackBerry.com and follow @BlackBerry.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackberry.com