BLACKBERRY Ltd
Shareholder Proposals
Item 8
Amend By-Law No. A3 to require a mutually agreed chair for contested meetings, impose procedural rules (universal proxy, in-person attendance, ledger sharing), prohibit vote-buying, and reimburse certain costs to contesting shareholders.
The proposal seeks to amend By-Law No. A3 to add a set of governance provisions that apply when a shareholder solicits proxies for a contested meeting. Key changes include requiring the meeting chair for a contested meeting to be mutually agreed with the contesting shareholder, use of a universal proxy, permitting in-person attendance, sharing of securities intermediary ledgers with the contesting shareholder, and retaining proxies for inspection for six months. The proposal would also add a ‘‘proper purpose’’ standard, require the board and its committees to comply with their mandates, prohibit agreements that condition director nominations on vote support, and require the Corporation to reimburse certain reasonable costs incurred by a contesting shareholder in specified dispute or nomination scenarios. Additional provisions would require a contesting shareholder to repay reimbursed amounts if it is unsuccessful in litigation or regulatory proceedings.