BlackBerry Limited (TSX:BB)
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Sep 9, 2026, 11:49 AM EST
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AGM 2026

Jun 25, 2026

Summary

The meeting highlighted a successful transformation to profitability, with strong revenue growth and positive cash flow. All management proposals were approved, including board elections and compensation plans, while a shareholder proposal was defeated. Strategic focus remains on platform expansion and durable growth.

Operator

Hello. Welcome to the annual and special meeting of shareholders of BlackBerry Limited. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to its recording, transfer, and use of same. It is now my pleasure to turn today's meeting over to Mr. Dick Lynch, BlackBerry's Board Chair. Mr. Lynch, the floor is yours.

Dick Lynch
Board Chair, BlackBerry

Thank you. Hello, everyone. I am Dick Lynch, Chair of the BlackBerry Limited Board of Directors. On behalf of the Board and management, it is my pleasure to welcome you to the company's annual meeting. I will serve as Chair of today's meeting. As we have done in recent years, we are hosting our meeting in a virtual-only format through a live audio webcast. We have found that the virtual format is more inclusive. Many more shareholders have been able to join us virtually than previously at our in-person meetings. Even though the meeting is in virtual format, procedures have been implemented to ensure that shareholders and proxy holders, regardless of their location, will be able to participate in this meeting and engage with us.

Registered shareholders and valid proxy holders who are participating online will be able to listen to the meeting, submit questions, and vote in real time. Non-registered beneficial shareholders will also be able to submit questions through the online meeting platform. The Secretary of the meeting will cover the procedures for all of this in just a moment. Phil Kurtz, the Chief Legal Officer of the company, will act as Secretary of the meeting. Phil is joining me today, as is our Chief Executive Officer, John Giamatteo. Following the formal business of the meeting, John will provide an update on BlackBerry's strategy and performance. Then we'll address questions submitted by shareholders.

Before we turn to the formal portion of the meeting, I'd like to take a minute or two to reflect on this past year from the perspective of a Board member who, with obvious obligations to you, the shareholder, but with additional perspective of having watched management, our employees, and our customers. This past year, we began to reap the rewards of a strategic refocus of the business. That refocus has also involved a very detailed tactical reconfiguration of the business. Last year, John, our CEO, described for you how we are now two virtually autonomous business units. At this time, he can confidently say two independently profitable business units with a number of quarters of profit to demonstrate that point. Both Secure Communications and QNX are proud leaders in their marketplaces, with each aggressively pursuing profitable expansion.

The board, working with management, remained focused on assuring ongoing tactical results and further strategic actions to drive additional value going forward. While yes, management has done what they're paid to do, I do want to recognize their work in front of this group of owners. The entirety of the BlackBerry team has delivered for us again this year. You, the shareholders, know this based on your activity in the market, particularly over the last couple of quarters. With volume of daily trading in our stock having increased dramatically over that time, I conclude many of you are new shareholders or longer-term, committed shareholders doubling down on your investments. The board and the entire BlackBerry team are anxious to deliver for you. As the company continues to evolve, your board is also evolving. This past year, we've been joined by Barry Mainz.

With Barry's multiplicity of experiences in areas of BlackBerry's business units, he has quickly become a welcome and contributing member of the board. Enough said by me. Let me just conclude by committing the board to further ongoing strategic perspective and appropriate actions to continue what now has become an obvious, committed, and focused march to increased shareholder value. I would now like to call this meeting to order and ask Phil to go over the procedures and items of business for the meeting.

Phil Kurtz
Chief Legal Officer and Head of Government Affairs, BlackBerry

Thank you, Dick. I'd like to start by highlighting a couple of important procedural matters that apply to our virtual meeting relating to questions and voting. Questions or comments can be submitted at any time by any shareholder or proxy holder who logged in with a control number or invite code. Simply click on the Q&A tab on the meeting platform landing page, type your question in the text box at the bottom of the messaging screen, and then click the send button. If you logged into the meeting as a guest without a control number, you'll not be able to submit questions. Questions will not be displayed but will be read or summarized as appropriate. Generally, questions or comments will be addressed only during the Q&A session after the formal part of the meeting.

However, questions relating to procedural matters or that are directly related to an item of business will be addressed earlier as appropriate. In order to expedite the formal business of today's meeting, I will make all motions on voting matters. For convenience, voting is available electronically through the meeting platform using the vote tab at any time until just before the conclusion of the formal business of the meeting. I'll provide more details on the voting procedure after the presentation of the items of business. Final detailed voting results will be published on the Canadian Securities Administrators' SEDAR+ website and the SEC's EDGAR website, and on our website after the conclusion of the meeting. Pina Pacifico of Computershare Investor Services will act as scrutineer for the meeting today.

I've received a declaration from Computershare confirming that the notice of this meeting was properly given to all of the shareholders entitled to receive notice and to the directors and auditors, together with the management proxy circular and form of proxy. Copies of the management proxy circular and other meeting materials are available under the company's profile on SEDAR+ and EDGAR, as well as on the Envision website established for the meeting. I received the scrutineer's preliminary report stating that a quorum of shareholders is in attendance. Scrutineer's report shows that there are shareholders or proxy holders represented on this live webcast today holding 341,513,331 common shares of the company, representing approximately 58.3% of the common shares issued and outstanding. I therefore declare this annual and special meeting of shareholders to be regularly called and properly constituted for the transaction of business.

The first item of business is the presentation of the financial statements of the company for the fiscal year ended February 28th, 2026. These include the consolidated balance sheets as of February 28th, 2026 and February 28th, 2025, and the related consolidated statements of shareholders' equity, operations, and cash flows together with the auditor's report. Copies of these documents have been mailed to the shareholders who requested them, and they're also available on SEDAR+ and EDGAR. The second item of business is the election of directors for the ensuing year. As determined by the board, the number of directors to be elected today is eight. Information with respect to each of the individuals nominated for the position of director was set forth in the management proxy circular, and each of the nominees has agreed to serve as a director, if elected.

As we have done at previous meetings, we'll be nominating and approving individual directors and not a slate of directors. By-law A4 of the company sets out a procedure requiring shareholders to provide advance notice if they wish to nominate any person for election as a director of the company. The company has not received notice in accordance with the by-law from any shareholder intending to propose a nominee for election at this meeting. Since there are no other nominations, I move to elect the directors named in our proxy circular. The next item of business is the reappointment of our independent auditors. I move that PricewaterhouseCoopers LLP be reappointed as the independent auditors of the company until the next annual meeting of shareholders, and that the board of directors of the company be authorized to fix their remuneration.

The next item of business is the approval of unallocated entitlements under the company's deferred share unit plan, or DSU plan, for directors. The maximum number of common shares of the company that may be issued under the DSU plan is expressed as a percentage, being 1%, of the company's total common shares that are outstanding. The DSU plan does not have a fixed maximum number of common shares issuable under it, and is therefore considered to be an evergreen plan. Under Toronto Stock Exchange rules, unallocated equity awards that remain available for grant under evergreen plans are subject to shareholder approval every three years. Shareholders last approved unallocated awards under the company's DSU plan in 2023. I move that the resolution to approve the unallocated entitlements under the DSU plan, as set out in the management proxy circular, be adopted.

The next item of business is the approval of two amendments to the company's employee share purchase plan, or ESPP. The first amendment is to increase the number of common shares of the company issuable under the ESPP by 3 million common shares. The second amendment is to allow participants to purchase common shares at 85% of the lesser of, one, the fair market value at the start of an offering period, and two, the fair market value at the date of the purchase, for offering periods beginning on or after October 1st of this year. The ESPP is intended to encourage employees to take an ownership interest in the company. Under the ESPP, participants are able to buy common shares at a discount or can receive a cash contribution from the company to subsidize the purchase.

ESPP was originally approved by the board on May 6th, 2015, and was confirmed by the shareholders of the company at the annual and special meeting held on July 23rd, 2015. The number of common shares issuable under the plan has not been increased since 2020. I move that the resolution to approve the amendments to the ESPP, as set out in the management proxy circular, be adopted. The next item of business is the approval of our annual non-binding resolution on executive compensation, our say on pay vote. This resolution provides that on an advisory basis and without diminishing the role and responsibilities of the board of directors, shareholders accept the approach to executive compensation disclosed in the management proxy circular. I move that the resolution be adopted. The next item of business is the approval of a non-binding resolution on the frequency of say on pay votes.

As required pursuant to Section 14A of the U.S. Exchange Act, every six years, we provide our shareholders with an opportunity to vote on how often the company should hold a say on pay vote. The resolution provides that on an advisory basis, shareholders wish the company to include an advisory vote on the company's approach to executive compensation each year, every two years, or every three years. Since 2012, the company's say on pay policy has provided that the company hold a say on pay vote every year, and the company continues to believe that shareholders should be able to express their views on our executive compensation program on an annual basis. I move to include an advisory vote on the company's approach to executive compensation every year.

The final item of business is a proposal submitted by a shareholder to amend by-law number A3 of the company, as set out in the management proxy circular. The shareholder proponent did not contact us seeking an opportunity to present or otherwise address its proposal at the meeting. Therefore, we are presenting the proposal on its behalf. I note that the proposal does not have the support of management. Do any shareholders or proxy holders have any questions, or is there any discussion with respect to the proposal? Seeing none, I hereby move the resolution relating to the proposal to a vote. Again, management recommends that the resolution not be adopted. That concludes all items to be voted on at this meeting. As mentioned earlier, voting today is being conducted electronically and voting is open.

All registered holders and proxy holders who have properly logged in with their control number or invite code and wish to vote may do so by clicking on the Vote tab on the screen. If you've already voted and do not wish to change your vote, you do not need to vote again now. If you do vote again online, your vote today will revoke the proxy you previously submitted. For those who wish to vote, please click on the Vote tab and select the For or Withhold button with respect to all directors or each individual director, and with respect to the reappointment of PricewaterhouseCoopers as the company's auditors. By selecting the For, Against, or Abstain button with respect to the approval of unallocated entitlements under the DSU plan, the approval of amendments to the employee share purchase plan, and the advisory vote on executive compensation.

By selecting the one year, two years, or three years button next to the advisory vote on the frequency of the say on pay vote. Finally, by selecting the For, Against, or Abstain button with respect to the shareholder proposal. Your vote has been cast when a check mark appears. We will provide registered shareholders and proxy holders with a few seconds to complete their voting. Once the balloting closes, the voting options will disappear. The scrutineers have provided me with a preliminary voting report. On the election of the directors, all eight nominees have been elected as directors of the company to hold office until the next annual meeting of the company in 2027, or until their respective successors are elected or appointed. The motion to reappoint the auditors is also carried, and PricewaterhouseCoopers has been reappointed as the independent auditors of the company.

The motions to approve the unallocated entitlements under the DSU plan and the amendments to the ESPP are carried as well. Say on Pay resolution also passed with the support of a substantial majority of the votes, as did the resolution to hold a Say on Pay vote each year. Lastly, the shareholder proposal has been defeated. As noted earlier, detailed voting results will be published on SEDAR and EDGAR and on our website after the conclusion of the meeting. In a few moments, John will provide an update on the company's business. Ahead of that, please note that John's presentation and the Q&A session that will follow it may contain forward-looking statements.

Shareholders should be aware that any forward-looking statements are made as of today based on certain assumptions and are subject to risks and uncertainties that could cause actual results, performance, or achievements of the company to differ materially from those disclosed here today. We are adopting, for this presentation, the cautionary language regarding forward-looking statements that is set out in the company's annual report on Form 10-K, to which we refer you for additional details concerning the risks, uncertainties, and assumptions relating to our forward-looking statements. Please note that the slides for John's presentation will be available in the Investors section on the blackberry.com website. Dick will conclude the formal part of the meeting.

Dick Lynch
Board Chair, BlackBerry

Okay. Thank you, Phil. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded, and John will now make some remarks about the state of the company. John.

John Giamatteo
CEO, BlackBerry

Thank you, Dick. Good morning, and thank you all for being here today. It is a genuine privilege to address you today as shareholders of a company that has fundamentally transformed. I'd like to begin by saying plainly what this transformation represents. BlackBerry is no longer a company in turnaround. We're a profitable growth company, and today I want to talk to you about where that growth is taking us. For years, you placed your trust in this company through a difficult period of change. This morning, I want to thank you for that patience, because the strategy we set in motion back in early 2024 is now delivering what we promised: profitability, growth, and cash generation. Let me put fiscal 2026 in perspective. We delivered four more consecutive quarters of improving GAAP net income.

We swung from a net loss of $79 million to net income of $53 million. Fourth quarter revenue grew 10% year-over-year. Across the entire year, we met or exceeded every single guidance range we communicated. That was the foundation, and our performance in the first quarter of fiscal 2027 is the confirmation. Revenue grew approximately 26% year-over-year to $153 million. Adjusted EBITDA more than doubled. Both our businesses, QNX and Secure Communications, delivered Rule of 40 performances in the same quarter. One particular milestone I'm especially proud of, this was our first fiscal Q1 of positive cash flow in nine years. That tells you the transformation isn't a story anymore. It's a financial model that's working. On the strength of it, we've raised our full year revenue and adjusted EBITDA guidance.

Before I turn to each business, it's worth remembering who depends on us. Automakers, embedded systems innovators, world governments, and enterprises rely on BlackBerry to deliver on the highest standards of safety, security, and reliability. Let me tell you why I'm so optimistic about what's ahead, starting with QNX. QNX is the market leader in safety certified automotive software, running in more than 275 million vehicles around the world. Put simply, QNX turns decisions into reliable physical action, whether that decision comes from a person, a sensor, or AI. That leadership alone is a tremendous asset. I want you to understand that our opportunity today extends well beyond the automotive operating system. One reason is a new platform we call Alloy Core.

Alloy Core has the potential to expand BlackBerry's role from an operating system provider to a platform provider, increasing the software content we deliver in every vehicle, significantly expanding our pricing, and accelerating our backlog. Conversations with prospective customers are progressing well, and we remain confident of securing our first design win this fiscal year. It's not just cars. Our general embedded business is QNX's fastest-growing segment, expanding into physical AI, robotics, industrial automation, and medical devices, anywhere safety and reliability are non-negotiable. Our partnerships with NVIDIA, Arm, Qualcomm, and leading silicon players place BlackBerry right at the center of the next generation of intelligent systems. I'd like to turn to Secure Communications. BlackBerry Secure Communications protects governments and enterprise communications at the highest levels of certification and coordinates response across agencies when a crisis hits.

Every G7 government and 18 of the G20 rely on us in some way. Not long ago, this segment was a headwind. Today, it is a contributor to our growth and our profitability. Secure Communications just delivered its strongest quarter in several years and achieved Rule of 40 performance. We extended and expanded our relationship with Shared Services Canada. Our recurring revenue is stable. Customer retention is improving, and churn is down. The demand tailwinds behind it are wide-ranging: digital sovereignty, cybersecurity, modernization, and rising government investment in secure communications. This is a healthier, stronger, more stable business than it has been in years. As we look across the business as a whole, we are encouraged by this performance, and we're focused on building long-term shareholder value. Our QNX backlog gives us long-term visibility into future royalty growth.

Our balance sheet is strong enough to invest in growth and provide options that were not available to us in the past. Our management team remains disciplined and focused on durable growth, profitability, and cash generation. Let me leave you with this. Two years ago, we asked you to believe in a transformation, a transformation that has returned us to growth, returned us to profitability, and finds us generating cash. We have two businesses with real momentum and genuine long-term upside, from Alloy Core reshaping our role in the automotive world, to physical AI and the increase in our GEM opportunities, to secure communications powering the future of trusted government communication. What connects both businesses is trust, earned in the places it is hardest to achieve. Safe by design, certified to the most demanding standards, secure at every layer.

The turnaround is complete, and what's in front of us now is the opportunity to grow and to focus on creating lasting value. Thank you again for joining us today, and thank you for your continued confidence in BlackBerry.

Phil Kurtz
Chief Legal Officer and Head of Government Affairs, BlackBerry

I'll now turn the questions from shareholders but first, I'll provide some details of protocols for the question period. Shareholders and proxy holders may submit questions by using the Q&A tab on the meeting platform page. As a reminder, we're unable to receive questions from guests who have not logged in with a control number or invite code. We'll now give attendees a moment to submit some questions. We'll answer as many as we can in the time permitted. Before answering, we'll read out or summarize the question. Questions that are redundant, offensive, not primarily related to our business, or otherwise out of order will not be addressed. Please limit your questions to topics relating to today's meeting. Please keep them brief so we can address a variety of questions in the time available. We'll turn to the question list.

We have one question on the platform, John, for you. It's about IVY. The question is: Does IVY still exist as previously described, or has it been integrated into other QNX platforms such as Cabin?

John Giamatteo
CEO, BlackBerry

Yes. IVY has been integrated into the broader QNX platform. It's probably important to mention that the QNX platform has really evolved from just the operating system to a variety of others. It's truly a platform from Cabin to Sound, to Alloy Core to QNX Everywhere. It is a broader set of capabilities than it ever has been. It's one of the reasons why we're seeing and experiencing such significant opportunities for growth.

Phil Kurtz
Chief Legal Officer and Head of Government Affairs, BlackBerry

Thanks, John. At this time, we have no further questions in the Q&A section. We can give a moment, a last call for questions if anybody has. Seeing none, I will turn the call back to Dick Lynch.

Dick Lynch
Board Chair, BlackBerry

Great. Thanks, Phil. Thank you, John, as well. That ends today's meeting. I'd like to thank everyone for attending. We look forward to welcome you again to next year's meeting.

Operator

That concludes the meeting. You may now disconnect.