BlackBerry shareholders have voted to keep Fairfax Financial’s Prem Watsa as the company’s lead director at its annual meeting.
That vote was against the advice from both proxy advisory firm Glass Lewis and investor Dorsey Gardner, who opposed the move.
Glass Lewis argued that Watsa failed to ensure executive pay is aligned with performance – CEO John Chen earned $3M in the last fiscal year, but took a $106M equity award in 2019 – and Gardner highlighted the conflicts of interest between Watsa’s duties as lead director and control of Fairfax, which is BlackBerry’s biggest investor.
Watsa has held the seat since 2013 and last year, won the support of 90% of shareholder votes cast.
Shareholders also backed BlackBerry’s compensation plan in a “say on pay” vote, though the approval rate was below expectations, a company official said during the online meeting.
Nearly 59 per cent of shareholders supported the advisory vote on executive compensation while 41 per cent opposed.
Despite being approved, BlackBerry told shareholders at Wednesday’s annual meeting that the support was “below our expectations” and that the board will review the results as part of its ongoing evaluation of its compensation program. However, BlackBerry says it believes its compensation needs to be competitive in a challenging market for talent.
The nine nominees listed in the company’s management proxy circular dated May 3, 2021, for the company’s annual meeting of shareholders held on June 23, 2021, were elected as directors to serve until BlackBerry’s next annual shareholder meeting or until their successors are elected or appointed. The detailed results of the vote are set out below.
| Nominee | Votes For | % For | Votes Withheld | % Withheld |
|---|---|---|---|---|
| John Chen | 213,608,531 | 92.86% | 16,423,075 | 7.14% |
| Michael A. Daniels | 220,096,807 | 95.68% | 9,933,799 | 4.32% |
| Timothy Dattels | 226,946,246 | 98.66% | 3,084,359 | 1.34% |
| Lisa Disbrow | 227,928,552 | 99.09% | 2,102,053 | 0.91% |
| Richard Lynch | 220,704,665 | 95.95% | 9,325,941 | 4.05% |
| Laurie Smaldone Alsup | 227,081,830 | 98.72% | 2,948,775 | 1.28% |
| Barbara Stymiest | 188,762,975 | 82.06% | 41,267,630 | 17.94% |
| V. Prem Watsa | 189,916,438 | 82.56% | 40,115,167 | 17.44% |
| Wayne Wouters | 226,941,550 | 98.66% | 3,089,056 | 1.34% |
