BlackBerry (NYSE: BB) 2026 meeting: directors re-elected, say-on-pay and equity plans approved

Rhea-AI Filing Summary

BlackBerry Limited reported the results of its Annual and Special Meeting of Shareholders held on June 25, 2026, where 341,513,442 common shares were represented. Shareholders elected all eight director nominees, each receiving over 226 million votes in favor.

PricewaterhouseCoopers LLP was re-appointed as independent auditors with about 336.7 million votes for. Shareholders approved unallocated entitlements under the directors’ Deferred Share Unit Plan and amendments to the Employee Share Purchase Plan. They also approved the advisory vote on executive compensation and chose an annual advisory “say on pay” vote, while rejecting a shareholder proposal to amend By-Law No. A3.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 341,513,442 shares PwC re-appointment votes for: 336,679,176 votes DSU Plan approval votes for: 261,647,555 votes +5 more

8 metrics

Shares represented 341,513,442 shares Common shares represented at the June 25, 2026 meeting

PwC re-appointment votes for 336,679,176 votes Votes for re-appointing PricewaterhouseCoopers LLP as auditors

DSU Plan approval votes for 261,647,555 votes Votes for unallocated entitlements under Deferred Share Unit Plan

ESPP amendments votes for 263,349,497 votes Votes for amendments to Employee Share Purchase Plan

Say-on-pay votes for 213,472,065 votes Advisory vote approving executive compensation

One-year frequency votes 263,614,172 votes Votes supporting annual say-on-pay frequency

By-Law A3 proposal votes for 15,223,448 votes Votes supporting shareholder proposal to amend By-Law No. A3

By-Law A3 proposal votes against 251,797,859 votes Votes opposing shareholder proposal to amend By-Law No. A3

Key Terms

Deferred Share Unit Plan, Employee Share Purchase Plan, advisory vote on executive compensation, Broker Non-Votes, +2 more

6 terms

Deferred Share Unit Plan financial

"Approval of Unallocated Entitlements under the DSU Plan. The resolution on unallocated entitlements under the Company’s Deferred Share Unit Plan for directors"

A deferred share unit plan is a pay program that gives executives or directors notional company shares today but delays actual payment until a future date, such as retirement or a set vesting time. Like a savings account that converts into cash or stock later, it ties pay to long-term company performance and timing, so investors watch it for its effects on future share dilution, executive incentives, and management’s incentives to grow shareholder value.

Employee Share Purchase Plan financial

"Amendment to the Employee Share Purchase Plan. The resolution on amendments to the Company’s Employee Share Purchase Plan"

A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.

advisory vote on executive compensation financial

"Advisory Vote on Executive Compensation. The advisory resolution on executive compensation as described in the management proxy circular was approved"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes 261,647,555 | 5,710,932 | 1,377,224 | 72,777,620"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Annual and Special Meeting of Shareholders financial

"On June 25, 2026, the Company held its Annual and Special Meeting of Shareholders"

A combined reference to the regular yearly gathering where shareholders vote on routine business (annual meeting) and any extra meetings called to decide urgent or specific matters (special meeting). Think of the annual meeting as the company’s yearly check-in and the special meeting as a quick boardroom session called when something important requires shareholder approval; both matter because they determine leadership, major policy, and actions that can change a stock’s value.

say on pay financial

"Advisory Vote on Frequency of Say on Pay Votes. The Company’s shareholders approved, on an advisory basis, a frequency of one year"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

FAQ

What were the key outcomes of BlackBerry (BB) 2026 shareholder meeting?

Shareholders elected all eight director nominees, re-appointed PricewaterhouseCoopers LLP as auditors, approved changes to the Deferred Share Unit and Employee Share Purchase Plans, backed the advisory vote on executive compensation, supported annual say-on-pay votes, and rejected a shareholder proposal to amend By-Law No. A3.

How many BlackBerry (BB) shares were represented at the June 25, 2026 meeting?

A total of 341,513,442 BlackBerry common shares were represented at the June 25, 2026 Annual and Special Meeting, indicating substantial shareholder participation in voting on director elections, auditor re-appointment, compensation matters, equity-related plans, and the shareholder proposal regarding amendments to By-Law No. A3.

Did BlackBerry (BB) shareholders approve the 2026 say-on-pay executive compensation vote?

Yes, shareholders approved the advisory vote on executive compensation with 213,472,065 votes for, 51,847,131 against, and 3,416,512 abstentions. This advisory approval confirms support for the company’s named executive officer pay program as described in the management proxy circular distributed before the meeting.

What frequency of say-on-pay votes did BlackBerry (BB) shareholders choose?

Shareholders favored holding say-on-pay votes every year, with 263,614,172 votes for a one-year frequency, 2,480,289 for two years, and 2,287,295 for three years. The company will continue to hold non-binding advisory votes on executive compensation on an annual basis in line with this outcome.

Was the shareholder proposal to amend BlackBerry (BB) By-Law No. A3 approved?

No, the shareholder proposal to amend By-Law No. A3 was rejected. It received 15,223,448 votes for, 251,797,859 against, and 1,714,401 abstentions, with 72,777,623 broker non-votes. This result means the proposed changes to the company’s By-Law No. A3 will not be implemented.

What equity-related plans did BlackBerry (BB) shareholders approve in 2026?

Shareholders approved unallocated entitlements under the Deferred Share Unit Plan for directors, with 261,647,555 votes for and 5,710,932 against, and also approved amendments to the Employee Share Purchase Plan with 263,349,497 votes for and 4,091,870 against. These plans govern director equity awards and employee share purchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 02:57 PM Accepted by SEC EDGAR 06/25/2026 - 02:57 PM Learn about SEC filing dates

0001070235false00010702352026-06-252026-06-25

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 25, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 25, 2026, the Company held its Annual and Special Meeting of Shareholders (the “Meeting”). There were 341,513,442 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 eight of the directors named in the management proxy circular were elected to serve as directors of the Company, to hold office in each case 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
Lisa Bahash			229,992,003			38,743,711			72,777,617
Philip Brace			260,433,374			8,302,340			72,777,617
Lisa Disbrow			257,152,989			11,582,725			72,777,617
John J. Giamatteo			257,184,353			11,551,360			72,777,618
Richard Lynch			226,757,584			41,978,130			72,777,617
Barry Mainz			266,033,801			2,701,913			72,777,617
Lori O’Neill			265,897,694			2,838,022			72,777,615
Wayne Wouters			255,639,623			13,096,091			72,777,617

2.Re-appointment of Independent Auditors. The re-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			Withheld			Broker Non-Votes
			336,679,176			4,834,153			2

3.Approval of Unallocated Entitlements under the DSU Plan. The resolution on unallocated entitlements under the Company’s Deferred Share Unit Plan for directors as described in the management proxy circular was approved, based upon the following votes:

For			Against			Abstain			Broker Non-Votes
261,647,555			5,710,932			1,377,224			72,777,620

4.Amendment to the Employee Share Purchase Plan. The resolution on amendments 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
263,349,497			4,091,870			1,294,344			77,777,260

5.Advisory Vote on Executive Compensation. The advisory resolution on executive compensation as described in the management proxy circular was approved, based on the following votes:

For			Against			Abstain			Broker Non-Votes
213,472,065			51,847,131			3,416,512			72,777,623

6.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			Spoiled			Broker Non-Votes
263,614,172			2,480,289			2,287,295			19,455			73,112,120

Based on these results, and consistent with the Company’s recommendation, the Company will continue to hold an advisory vote on executive compensation every year.

7.Shareholder Proposal. The resolution on a shareholder proposal seeking to amend By-Law No. A3 of the Company was rejected, based upon the following votes:

For			Against			Abstain			Broker Non-Votes
15,223,448			251,797,859			1,714,401			72,777,623

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:

June 25, 2026

By:

/s/ Phil Kurtz

Name:

Phil Kurtz

Title:

Chief Legal Officer and Corporate Secretary

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