bbry-20250625

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, 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.

☐

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

On June 25, 2025, the Company held its Annual and Special Meeting of Shareholders (the “Meeting”). There were 363,366,813 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 seven 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	282,771,497	3,958,571	76,636,745
Philip Brace	280,461,668	6,268,400	76,636,745
Lisa Disbrow	273,335,782	13,394,286	76,636,745
John J. Giamatteo	273,552,579	13,177,488	76,636,746
Richard Lynch	233,869,866	52,860,202	76,636,745
Lori O’Neill	282,808,166	3,921,902	76,636,745
Wayne Wouters	273,256,600	13,473,470	76,636,743

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
356,860,193	6,506,618	2

3.Approval of Unallocated Entitlements under the Equity Incentive Plan. The resolution on unallocated entitlements under 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
264,168,023	21,509,699	1,052,340	76,636,751

4.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
230,947,782	54,745,245	1,037,037	76,636,749

5.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
18,071,523	266,550,111	2,108,431	76,636,748

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, 2025

By:

/s/ Phil Kurtz

Name:

Phil Kurtz

Title:

Chief Legal Officer and Corporate Secretary

BlackBerry Limited filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders