Form 8-K - Current report

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

September 26, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2024, the board of directors (the “Board”) of BlackBerry Limited (the “Company”) appointed Lisa Bahash as a member of the Board.

Ms. Bahash 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 13, 2024. 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 April 4, 2024.

There are no transactions between Ms. Bahash and the Company that would be reportable under Item 404(a) of Regulation S-K. Ms. Bahash was not selected pursuant to any arrangement or understanding between her and any other person.

Item 7.01 Regulation FD Disclosure.

On October 1, 2024, the Company issued a press release announcing the appointment of Ms. Bahash 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.

(d) Exhibits.

EXHIBIT INDEX


Exhibit						Description
99.1						Press release issued by BlackBerry Limited dated October 1 , 2024

104						Cover Page Interactive Data File (formatted as inline XBRL).

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:

October 2, 2024

By:

/s/ Phil Kurtz

Name:

Phil Kurtz

Title:

Chief Legal Officer and Corporate Secretary

NEWS RELEASE

BlackBerry Appoints Lisa Bahash to its Board of Directors

Waterloo, Ontario – October 1, 2024 – BlackBerry Limited (NYSE: BB; TSX: BB) announced today that it has appointed automotive OEM and Tier 1 supplier veteran Lisa Bahash to its Board of Directors, effective September 26, 2024.

“We are delighted to welcome Lisa to the BlackBerry board,” said Dick Lynch, Board Chair. “Lisa brings extensive experience in the automotive sector, the principal market for our IoT division, as well as a track record of improving profitability, leading business realignment efforts and defining long-term strategies.”

Ms. Bahash added, “I'm excited to join the BlackBerry board of directors as it leverages the separation of its principal businesses to drive margin expansion, positive cash flows and enhanced shareholder value.”

Ms. Bahash is an executive leader with over 30 years of experience in the automotive OEM, Tier 1 supplier and aftermarket sectors. She served as Senior Vice President, Automotive and Transportation with Jabil Inc., one of the world’s leading electronics manufacturing services companies, targeting opportunities in connectivity, electrification and ADAS. Prior to Jabil, Ms. Bahash was Group Vice President and General Manager of Johnson Control’s Power Solutions business, leading the OEM and technology strategies including advanced energy storage and lithium-ion technologies. She was also President and CEO of Ride Control, LLC (Gabriel), where she accelerated growth and completed a successful sale of the business. Ms. Bahash began her career at Ford Motor Company where she worked for 10 years in a variety of positions. Most recently, she served as Principal and Operating Partner at Architect Equity LLC, a committed capital investment fund focused on acquiring and managing mid-market companies in North America.

Ms. Bahash holds a Master of Engineering Management degree from Wayne State University and a Bachelor of Science degree in Mechanical Engineering from the University of Michigan. She is a member of the Board of Directors at Syrah Resources Ltd. (ASX: SYR), where she serves as Chair of the Remuneration, Nomination and Governance Committee and as a member of the Sustainability Committee. Ms. Bahash is also a former director of Mattr Corp (TSX: MATR, formerly Shawcor Ltd.). In 2015, Ms. Bahash was recognized as one of Automotive News Top 100 Leading Women in the North American Auto Industry.

In connection with the appointment of Ms. Bahash, the Board increased the total number of directors to eight, seven of whom are independent directors, including Ms. Bahash.

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

Cover	Sep. 26, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 26, 2024
Entity Registrant Name	BlackBerry Limited
Entity Incorporation, State or Country Code	Z4
Entity File Number	001-38232
Entity Tax Identification Number	98-0164408
Entity Address, Address Line One	2200 University Ave East
Entity Address, City or Town	Waterloo
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	N2K 0A7
City Area Code	519
Local Phone Number	888-7465
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001070235
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(g) Security	Common Shares
Trading Symbol	BB
Security Exchange Name	NYSE