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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
February 7, 2024
Date of Report (date of earliest event reported)
BlackBerry Limited
(Exact name of registrant as specified in its charter)
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Canada |
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001-38232 |
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98-0164408 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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2200 University Ave East |
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Waterloo |
Ontario |
Canada |
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N2K 0A7 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(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:
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| 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.
o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2024, V. Prem Watsa notified the board of directors (the “Board”) of BlackBerry Limited (the “Company”) of his intention to resign as a member of the Board and as a member of the Compensation, Nomination and Governance Committee of the Board, effective February 15, 2024. Mr. Watsa has served on the Board since November 2013 and his decision to resign was not the result of any disagreement with the Company on matters related to the Company’s operations, policies or practices.
On February 8, 2024, the Board appointed Philip Brace as a member of the Board, effective February 8, 2024. Mr. Brace will serve as a member of the Compensation, Nomination and Governance Committee of the Board.
Mr. Brace will receive the same compensation and indemnification as the Company’s other non-employee directors. The compensation program is described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on May 16, 2023. The form of indemnification agreement is filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023.
There are no transactions between Mr. Brace and the Company that would be reportable under Item 404(a) of Regulation S‑K. Mr. Brace was not selected pursuant to any arrangement or understanding between him and any other person.
Item 7.01 Regulation FD Disclosure.
On February 8, 2024, the Company issued a press release announcing, among other things, the resignation of Mr. Watsa and the appointment of Mr. Brace to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
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| Exhibit No. |
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Description |
| 99.1 |
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| 104 |
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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.
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BlackBerry Limited
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Date: |
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February 8, 2024 |
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By: |
/s/ Steve Rai |
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Name: |
Steve Rai |
| Title: |
Chief Financial Officer |
EX-99.1
2
blackberry-boardofdirector.htm
EX-99.1
Document
NEWS RELEASE
BlackBerry Appoints Philip Brace to its Board of Directors
Director Prem Watsa to resign from Board
Waterloo, Ontario – February 8, 2024 – BlackBerry Limited (NYSE: BB; TSX: BB) announced today that it has appointed IoT technology veteran Philip Brace to its board of directors, effective February 8, 2024. Mr. Brace will serve as a member of the Compensation, Nomination and Governance Committee of the Board.
“We are delighted to welcome Phil to the BlackBerry board,” said Dick Lynch, Board Chair. “Phil brings deep business acumen and a wealth of relevant experience in many areas of technology, including IoT, one of BlackBerry’s principal target markets.”
“BlackBerry is currently undergoing significant change as we both separate and rightsize our business into two standalone divisions. Having Phil join our board adds extensive knowledge to assist in guiding us through this process and beyond,” said John J. Giamatteo, BlackBerry CEO. “Phil’s expertise in some of BlackBerry’s key markets will greatly benefit the entire organization.”
Mr. Brace added, “I'm excited to join the BlackBerry Board of Directors at such a pivotal time in the Company’s history. BlackBerry’s technology and market position provides significant opportunities to help enhance value for our customers and shareholders."
Mr. Brace has an extensive background in the IoT, semiconductor, server and storage industries. His roles over the past 3 decades include a wide array of functions, including software, hardware, engineering, marketing, and sales. Most recently, from July 2021 to January 2023, Mr. Brace served as President and CEO of leading Canadian wireless communications designer, Sierra Wireless Inc., where he led the company through operational improvements that increased profits by more than 100 percent and grew revenue by more than 40 percent, culminating in a successful acquisition by Semtech Corporation. Prior to this, Mr. Brace served as Executive Vice President at Veritas Technologies, President of Seagate Technology’s Cloud Systems and Electronic Solutions, Executive Vice President at LSI Corporation, and General Manager at Intel Corporation.
Mr. Brace holds a Bachelor of Applied Science degree in Computer Engineering from the University of Waterloo and a Master’s degree in Electrical Engineering from California State University, Sacramento. He has also participated in the Stanford University Directors’ Consortium. Mr. Brace is also a member of the Board of Directors at Lantronix Inc. and Inseego Corp.
Resignation of Director Prem Watsa
BlackBerry also announced that Prem Watsa has decided to resign from the BlackBerry Board of Directors as of February 15, 2024, in connection with the Company’s repayment at maturity of its $150 million principal amount convertible debentures held by affiliates of Fairfax Financial Holdings Limited, of which Mr. Watsa is Chairman and CEO. Mr. Watsa has served as a director of the Company since November 2013 and was a member of the Compensation, Nomination and Governance Committee of the Board of Directors. He also previously served as a director of the Company from January 2012 to August 2013.
“BlackBerry and its Board thanks Prem for his many years of support and contributions to the company. We have seen enormous change in our business during Prem’s time on the Board and are appreciative of all that he has done to help with those achievements,” said Mr. Lynch.
Mr. Watsa noted, “It’s been a privilege to serve an iconic Canadian company like BlackBerry. I am excited about its future and wish the company and its Board success as it executes on its strategy.”
Following the appointment of Mr. Brace and the resignation of Mr. Watsa, the Board will have 7 members, 6 of whom are independent directors.
About BlackBerry
BlackBerry (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. The company’s software powers 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, 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.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackBerry.com
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