BLACKBERRY Ltd DEF 14A Filing

Ticker: BB · Form: DEF 14A · Filed: 2024-05-13T00:00:00.000Z

Sentiment: neutral

Filing Stats: 4,812 words · 19 min read · ~16 pages · Grade level 12 · Accepted 2024-05-13 12:21:09

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION 21

EXECUTIVE COMPENSATION 21 PAY FOR PERFORMANCE 42 DIRECTOR COMPENSATION 45 INDEBTEDNESS OF DIRECTORS AND OFFICERS 46 DIRECTORS' AND OFFICERS' LIABILITY INSURANCE 47 INDEMNIFICATION 47 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 47 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 47 CORPORATE GOVERNANCE 61

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 71

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 71 ADDITIONAL INFORMATION 72 APPROVAL 72 Schedule A – Amended Equity Incentive Plan A-1 Schedule B – Mandate of the Board of Directors B-1 CURRENCY In this Management Proxy Circular, unless otherwise specified herein, all references to dollar amounts are to U.S. dollars. Unless otherwise noted, all Canadian dollar amounts have been converted into U.S. dollars at the following Bank of Canada average exchange rates: Fiscal 2024: U.S. $1.00 = CDN $1.3500 Fiscal 2023: U.S. $1.00 = CDN $1.3135 Fiscal 2022: U.S. $1.00 = CDN $1.2528 Any amounts in Canadian dollars have been highlighted by the inclusion of the prefix "CDN" before a specified dollar amount. 1 This management proxy circular (the "Management Proxy Circular") is furnished in connection with the solicitation of proxies by management of BlackBerry Limited (the "Company" or "BlackBerry") for use at the annual and special meeting of the shareholders of the Company to be held on Tuesday, June 25, 2024 at 1:00 p.m. Eastern Time (the "Meeting") in a virtual-only format which will be conducted via live audio webcast at https://web.lumiagm.com/411599049 and at any adjournment thereof for the purposes set forth in the enclosed notice of meeting (the "Notice of Meeting"). A form of proxy or voting instruction form accompanies this Management Proxy Circular. Unless otherwise indicated, the information in this Management Proxy Circular is given as at May 3, 2024. This Management Proxy Circular includes information that the Company is required to provide under the requirements of the U.S. Securities and Exchange Commission (the " SEC ") and applicable disclosure requirements in Canada. Shareholders in the United States should be aware that the applicable disclosure requirements in Canada are different from those of the United States applicable to proxy statements under the Securities Exchange Act of 1934 , as amended (the " U.S. Exchange Act ").

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