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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

April 1, 2025
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e) – Compensatory Arrangements of Chief Executive Officer

On April 1, 2025, the Board of Directors of BlackBerry Limited (the “Company”), upon the recommendation of the Company’s Compensation, Nomination and Governance Committee following a year-end review of the compensation of the Company’s Chief Executive Officer, John Giamatteo, approved amendments to Mr. Giamatteo’s employment agreement dated December 8, 2023, as amended (the “Employment Agreement”).

The amendments enhance the severance benefits payable to Mr. Giamatteo in the event of termination by the Company without Just Cause or by Mr. Giamatteo with Good Reason (each, as defined in the Employment Agreement) by (i) increasing the period of salary continuance from 12 months plus one additional month per completed year of service to 24 months, and (ii) adding a lump sum payment in an amount equal to two times Mr. Giamatteo’s then current target annual bonus under the Company’s Variable Incentive Plan. The terms of the Employment Agreement remain otherwise unamended.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits
Exhibit
Number
Description
10.1
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 hereunto duly authorized.
 
 
BlackBerry Limited
 
 
Date:
  April 1, 2025    
By: 
/s/ Tim Foote
  Name:  Tim Foote
Title: Chief Financial Officer


EX-10.1 2 johngiamatteo-severancea.htm EX-10.1 johngiamatteo-severancea
April 4, 2025 John Giamatteo Dear John, This will confirm that, in connection with the continuation of your reemployment with BlackBerry Corporation (“BlackBerry”), you have agreed to the following amendments to the terms and conditions of your employment agreement with BlackBerry effective as of December 8, 2023, as amended as of September 1, 2024 (the “Agreement”), which amendments are effective April 1, 2025. Clause 4.3 of the Agreement is hereby deleted and replaced in its entirety by the following new language: 4.3 Termination by BlackBerry Without Cause – BlackBerry may terminate your employment without Just Cause and you may terminate your employment for Good Reason, and in either case, BlackBerry will provide you with the following severance benefits, subject to your signing and not revoking a separation and general release of claims agreement provided by BlackBerry (“Release Agreement”): a) BlackBerry will continue to pay you your then current annual base salary for a period of 24 months from the Date of Termination (the “Severance Period”), payable in accordance with BlackBerry’s ordinary payroll practices in effect from time to time and which will begin on the first payroll period immediately following the date on which the Release Agreement becomes irrevocable. b) BlackBerry will, on the first payroll period immediately following the date on which the Release Agreement becomes irrevocable, pay you a lump sum payment in an amount to two times your then current target amount of VIP Bonus. c) If you elect to receive continued medical, dental, or vision coverage under one or more of BlackBerry’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), BlackBerry will directly pay, or reimburse you for, the COBRA premiums, less the amount you would have had to pay to receive group health coverage for you and your covered dependents based on the cost for active employees at such time, for you and your covered dependents under such plans during the Severance Period.


 
2. J. Giamatteo 04/04/2025 BlackBerry Corporation - 7950 Legacy Drive, Suite 437, Plano, TX 75024 Trademarks, including but not limited to BLACKBERRY and EMBLEM Design, are the trademarks or registered trademarks of BlackBerry Limited, used under license, and the exclusive rights to such trademarks are expressly reserved. All other trademarks are the property of their respective owners. d) Notwithstanding the terms of the applicable equity plan or award agreement to the contrary, all of your unvested equity awards (including, without limit, share/stock option, share/stock purchase, restricted stock or stock award pursuant to the terms and conditions of the [RSU Plan or LTIP Plan]) will continue to vest during the Severance Period following the Date of Termination, and once vested will be exercisable in accordance with the terms of the applicable equity plan(s) and the award agreement(s). At the end of the Severance Period, any unvested equity awards will expire immediately, be forfeited for no consideration and of no force or effect. e) BlackBerry will pay your earned VIP Bonus, if any, for the fiscal year in which the Date of Termination occurs. Such payment is to be made at the time that BlackBerry generally pays bonuses to its VIP participants. f) Notwithstanding the foregoing, BlackBerry may change the characterization of the termination to for Cause within thirty (30) days before or after the effective date of termination if BlackBerry or the Board has learned of new information or otherwise upon a showing that the termination could have been for Cause. All other terms and conditions of the Agreement continue to govern your employment. I would ask you to acknowledge by your signature below that the foregoing is a mutually agreeable amendment to the terms and conditions of your employment. Thank you for your ongoing commitment to BlackBerry. Sincerely, BLACKBERRY CORPORATION Per:_ _____________ Richard Lynch I confirm my acceptance of the terms and conditions set out above. Signed: _ ___________ Date: ___________________________ John Giamatteo