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 23, 2020
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.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2020 the Company held its Annual and Special Meeting of Shareholders (the “Meeting”). There were 333,308,510 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 nine of the directors named in the proxy statement 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 | 237,591,236 | 10,669,653 | 85,047,621 | |
| Michael A. Daniels | 239,201,351 | 9,059,539 | 85,047,620 | |
| Timothy Dattels | 240,172,579 | 8,088,311 | 85,047,620 | |
| Lisa Disbrow | 240,302,531 | 7,958,359 | 85,047,620 | |
| Richard Lynch | 239,152,696 | 9,108,194 | 85,047,620 | |
| Laurie Smaldone Alsup | 240,215,799 | 8,045,091 | 85,047,620 | |
| Barbara Stymiest | 236,737,374 | 11,523,516 | 85,047,620 | |
| V. Prem Watsa | 223,811,969 | 24,448,920 | 85,047,621 | |
| Wayne Wouters | 240,131,345 | 8,129,545 | 85,047,620 | |
2.Appointment of Independent Auditors. The 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 | Against | Abstain | Broker Non-Votes |
| 327,024,027 | N/A | 6,284,282 | 19 |
3.Amendments to the Equity Incentive Plan. An ordinary resolution to approve certain amendments to the Company’s equity incentive plan as described in the management proxy circular was approved, based upon the following votes:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 189,122,149 | 59,138,539 | N/A | 85,047,640 |
4.Unallocated Entitlements under the DSU Plan. An ordinary resolution to approve unallocated entitlements under the Company’s deferred share unit plan for directors as described in the management proxy circular was approved, based on the following votes:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 236,996,241 | 11,264,446 | N/A | 85,047,641 |
5.Amendment to the Employee Share Purchase Plan. An ordinary resolution to approve an amendment to the Company’s employee share purchase plan as described in the management proxy circular was approved, based on the following votes:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 243,284,351 | 4,976,336 | N/A | 85,047,641 |
6.Advisory Vote on Executive Compensation. The advisory vote on executive compensation as described in the management proxy circular was approved, based on the following votes:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 233,035,864 | 15,224,824 | N/A | 85,047,640 |
7.Advisory Vote on Frequency of Say on Pay Votes. The Company’s shareholders approved, on an advisory basis, a frequency of one year for future non-binding votes on the compensation of the Company’s named executive officers, based on the following votes:
| | | | | | | | | | | | | | |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 242,097,267 | 1,003,425 | 1,642,843 | N/A | 88,564,793 |
Based on these results, and consistent with the Company’s recommendation, the Board of Directors of the Company has determined that the Company will hold an advisory vote on executive compensation every year.
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 Limited | | |
| | | | | | | |
Date: | | June 23, 2020 | | By: | /s/ Randall Cook | |
| | | | | | Name: | Randall Cook |
| | | | | Title: | Chief Legal Officer and Corporate Secretary |
