INTERNATIONAL BUSINESS MACHINES CORP
For the period ended Mar 9, 2026. Filed Mar 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 9, 2026 · Filed Mar 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
International Business Machines Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Armonk, New York
Dear fellow stockholders:
On behalf of the IBM Board of Directors, you are cordially invited to attend the Annual Meeting of Stockholders on Tuesday, April 28, 2026. Our 2026 Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/IBM2026.In 2025, IBM’s strategy fueled growth, drove innovation and delivered strong results for you, our stockholders. IBM’s technology and expertise are helping our clients and ecosystem partners to create smarter business with our AI and hybrid cloud platforms. IBM’s core values of innovation, trust and transparency continue to fuel our enduring focus on delivering both stockholder and client value, driving client success, and deploying responsible AI. During our Annual Meeting we will provide updates on how IBM delivered for stockholders and how we are aligning our hybrid cloud and AI strategy with the needs of our clients and ecosystem partners to excel in 2026. At this year’s Annual Meeting, we will vote on the election of directors, the ratification of the appointment of PricewaterhouseCoopers LLP as IBM’s independent registered accounting firm, and a non-binding advisory vote approving the compensation of IBM’s named executive officers. This year, we will also vote on a new long-term performance plan for IBM employees, and, if properly presented, consider four stockholder proposals. Whether or not you participate in our Annual Meeting, it is important that your shares are represented and voted. I encourage you to read our 2026 Proxy Statement, our 2025 Annual Report, and the other proxy materials, and then follow the voting instructions contained therein. Stockholders have several opportunities to submit questions for the Annual Meeting. Before the Annual Meeting, questions can be submitted by logging into www.proxyvote.com using your 16-digit control number, or through the IBM portal at www.ibm.com/investor/services/annual-meeting-of-stockholders. Questions can also be submitted shortly before and during the Annual Meeting through the Annual Meeting website. Thank you for your continued investment and support of IBM. Very truly yours, Arvind KrishnaChairman of the Board
In 2025, IBM’s strategy fueled growth, drove innovation and delivered strong results for you, our stockholders. IBM’s technology and expertise are helping our clients and ecosystem partners to create smarter business with our AI and hybrid cloud platforms. IBM’s core values of innovation, trust and transparency continue to fuel our enduring focus on delivering both stockholder and client value, driving client success, and deploying responsible AI.”
Armonk, New York
A message from our Lead Director:
As Lead Independent Director of the IBM Board of Directors, I am pleased to share our report of IBM's continued growth and progress in 2025. Your Company is extremely well-positioned for continued success in 2026 and beyond. Below you will find an update on our work over the past year that highlights how the Board continues its efforts to ensure effective oversight of your Company. •The IBM Board. We are continuously focused on ensuring that IBM has an optimal Board structure and composition, evaluating and making improvements as needed to refresh the Board and to bring new perspectives. Since the last Annual Meeting, we added Ramon Laguarta, Chairman and CEO of PepsiCo, Inc. to the Board. His deep expertise in innovative transformation and global business strategy, among other areas, will benefit you, our IBM stockholders. The IBM Board, composed of global thought and business leaders with experience in areas including innovation and emerging technologies, business transformation, human capital management, and cybersecurity, is well-positioned to guide your Company into the future.•Oversight of strategy and risk. Your Board continues to believe that engaged oversight of the Company’s strategy to achieve speed, innovation, and technical excellence is essential to the Company’s performance and creation of long-term sustainable value to our stockholders. This includes active oversight of the Company's acquisition strategy and execution. In addition, the Board assesses and oversees both current and emerging enterprise and market risks, working to fully understand the challenges and opportunities facing the Company. •Independent Board leadership. An essential component of the Board leadership structure is independent leadership. As your independent Lead Director, I am responsible for ensuring the Board exercises prudent judgment, independent from the management team of the Company. I perform many duties to ensure independent and effective oversight, including presiding over an executive session at each Board meeting without management present and leading the Board’s annual self-evaluation process. •Robust stockholder engagement. We continue to prioritize engagement with you, IBM’s owners, because it is a core IBM value and essential to the Board’s decision-making process. We find these engagements valuable. The feedback we receive during our year-round engagement informs important practices and policies in areas ranging from AI to corporate governance and board composition to executive compensation. We are committed to ensuring that your voices are heard, and in turn, to responsive action. •Commitment to responsible business. We know you value IBM’s long-standing pursuit of the highest standards of trust and transparency, responsible business, and the Company’s balanced viewpoint, and the Board actively oversees the Company's efforts in these areas. These are guiding values that differentiate IBM’s approach to its business, including AI, which we believe must be trustworthy, transparent, and explainable. As your Company's Board, we have an ongoing commitment to good corporate governance that enhances sustainable stockholder value, particularly over the long term. We appreciate your trust and investment in IBM and hope that you vote at our Annual Meeting on April 28, 2026. Very truly yours, Alex GorskyLead Director
The IBM Board, composed of global thought and business leaders with experience in areas including innovation and emerging technologies, business transformation, human capital management, and cybersecurity, is well-positioned to guide your Company into the future.”
Table of contents
| 2026 Notice of annual meeting and proxy statement | 2 | |
| Voting roadmap | 3 | |
| Proxy summary | 4 | |
| Ongoing stockholder engagement | 7 | |
| IBM Board of directors | 9 | |
| 1 | Election of directors for a term of one year | 12 |
| Governance and the board | 19 | |
| Committees of the board | 19 | |
| Certain transactions and relationships | 21 | |
| Corporate governance | 21 | |
| Risk oversight | 25 | |
| Director compensation | 27 | |
| Responsible business at IBM | 31 | |
| 2025 Executive compensation | 33 | |
| Report of the Executive Compensation and Management Resources Committee of the Board of Directors | 33 | |
| 2025 Compensation discussion and analysis | 34 | |
| 2025 Summary compensation table and related narrative | 48 | |
| 2025 Grants of plan-based awards table | 51 | |
| 2025 Outstanding equity awards at fiscal year-end table and related narrative | 52 | |
| 2025 Retention plan narrative | 54 | |
| 2025 Pension benefits narrative | 56 | |
| 2025 Nonqualified deferred compensation narrative | 61 | |
| 2025 Potential payments upon termination narrative | 64 | |
| Pay versus performance | 68 | |
| Report of the Audit Committee of the Board of Directors | 70 | |
| Audit and non-audit fees | 71 | |
| 2 | Ratification of appointment of independent registered public accounting firm | 72 |
| 3 | Advisory vote on executive compensation (Say on Pay) | 74 |
| 4 | Approval of 2026 long-term performance plan | 75 |
| Stockholder proposals | 86 | |
| 5 | Stockholder proposal requesting a change to IBM's outside director stock ownership guidelines | 86 |
| 6 | Stockholder proposal requesting a right to act by written consent | 88 |
| 7 | Stockholder proposal requesting a report on AI bias | 90 |
| 8 | Stockholder proposal requesting a report on discrimination in charitable support | 93 |
| Frequently asked questions | 96 | |
| Appendix A — Non-GAAP metrics and other financial information and reconciliations | 101 | |
| Appendix B — 2026 Long-term performance plan | 105 |
| 2026 Notice of Annual Meeting & Proxy Statement | 1 |
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