INTERNATIONAL BUSINESS MACHINES CORP

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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International Business Machines Corporation

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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 30, 2024.

Technology and Expertise

IBM’s performance over the last two years, our improving trajectory, and return to shareholders over the last twelve months, make me optimistic about IBM’s future. We have an unwavering commitment to our clients’ success. We have refined our portfolio, expanded our ecosystem of partners, and enhanced productivity throughout IBM.

I am proud of the innovations we are bringing to market in AI and hybrid cloud. In 2023, we launched watsonx, IBM’s flagship AI and data platform. Designed to manage the full lifecycle of AI for business, watsonx represents a leap forward in our ability to deliver end-to-end AI solutions. IBM’s industry-leading hybrid cloud platform, based on Red Hat OpenShift, helps enterprises unify their data and applications across multiple clouds, on premise, and at the edge. These platforms, alongside our consulting services, form the backbone of our strategy to enable trusted technology solutions across multiple environments.

Watsonx is one example of how we are quickly transforming research into commercial applications. We also continued to enhance IBM Z and AI Ops solutions. And we unveiled our Quantum Heron processor, which improved the performance, efficiency, and scalability of the newly deployed IBM Quantum System Two. IBM also expanded our portfolio through strategic acquisitions, underscoring our commitment to invest in the success of our clients.

Our innovations and financial momentum are enabling IBM to deliver greater value to you, our stockholders.

Engaging with our Stockholders

Stockholder engagement is a core IBM value. Our investor outreach program runs year-round, engaging stockholders on a wide variety of topics. The feedback we receive is integral to the Board’s decision-making process and informs important practices and policies. This ongoing engagement is a cornerstone of our commitment to transparency and accountability.

I once again participated in these outreach efforts, along with our independent Lead Director Alex Gorsky and members of our senior management. Our conversations have directly influenced our strategic decisions and governance practices. We are committed to listening to our investors and ensuring your interests remain a priority, and we pride ourselves on being responsive to shareholder concerns.

Trust and Transparency

At IBM, we are aware of the profound impact technologies like AI will have on business and society. We bear a significant responsibility to develop technologies ethically and to deploy them with trust and transparency. Our efforts in building powerful AI governance into watsonx, advocating for smart AI regulation, and forming the AI Alliance with more than 70 other organizations, reflect our commitment to open, safe, and responsible AI.

I am incredibly proud of the progress IBMers have made to advance our business and help our clients thrive. And I am even more optimistic for what lies ahead.

On behalf of the Board of Directors, thank you for your continued investment and support of IBM.

Very truly yours,

Arvind Krishna

Chairman of the Board

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Armonk, New York

A Message from our Lead Director:

2023 was an important year of growth for our Company. As IBM’s independent Lead Director, I am pleased to report that IBM is well-positioned for continued success in 2024. Allow me to further share my perspective on our work over the past year and highlight how the Board continues its efforts to ensure effective oversight of your Company.

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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. As described further in this Proxy Statement, 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.

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The IBM Board. We are continuously focused on ensuring that IBM has an optimal Board structure and composition, and have refreshed more than half the Board in the last five years. This proactive and strategic approach to Board refreshment has brought fresh perspectives and a diversity of skills and experience. Since the last Annual Meeting, we have welcomed Michael Miebach and Marianne C. Brown to the Board. Both Michael and Marianne have deep global technology and business leadership experience that will benefit stockholders and your Board in years to come. They add to a Board that is a diverse group of global thought and business leaders with a wide array of technology, strategic, and business skills and experience in areas including artificial intelligence, hybrid cloud, and cybersecurity.

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Oversight of Strategy and Risk. Your Board believes that engaged oversight of Company strategy is essential to the Company’s creation of long-term sustainable value. Part of this responsibility is ensuring the Board is actively assessing and overseeing both current and emerging risk. Anticipating for and factoring risks into IBM’s strategy allows IBM to be both prepared and agile as a leading hybrid cloud and AI company.

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Robust Stockholder Engagement. Engagement with you, IBM’s owners, is a core IBM value and integral to the Board’s decision-making process. The feedback we receive during our year-round engagement informs important practices and policies in areas ranging from corporate governance to executive compensation. We are committed to ensuring that your voices are heard, and in turn, to responsive action. For example, in 2023, responsive to stockholder feedback, we enhanced our disclosure regarding trade associations and adopted a director overboarding policy.

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Commitment to Corporate Responsibility and an Ethical Business Culture. We know you value IBM’s long-standing pursuit of the highest standards of corporate responsibility, trust and transparency, and the Company’s balanced viewpoint. These are guiding values that differentiate IBM’s approach to its business, including AI, which we believe must be trustworthy, transparent, and explainable. Your Board is actively engaged in overseeing the Company’s efforts in these areas and providing disclosure of our progress, including in the annual IBM Impact Report.

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Your Board believes that an ongoing commitment to good corporate governance enhances sustainable stockholder value, particularly over the long term.

We appreciate your investment in IBM and hope that you vote at our Annual Meeting on April 30, 2024.

Very truly yours,

Alex Gorsky

Lead Director

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