INTERNATIONAL BUSINESS MACHINES CORP

For the period ended Apr 30, 2024. Filed Mar 11, 2024.

About this filing

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.

Apr 30, 2024 · Filed Mar 11, 2024

IBM$245.00-0.9%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Summary

Voting Matters Stockholders will be asked to vote on the following matters at the Annual Meeting:


1.	Election of 13 Directors	FOR all nominees	P. 11-17
2.	Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm	FOR	P. 68
3.	Advisory Vote on Executive Compensation (Say on Pay)	FOR	P. 69
4.	Stockholder Proposal Requesting a Public Report on Lobbying Activities	AGAINST	P. 70-72
5.	Stockholder Proposal Requesting a Public Report on Congruency in China Business Operations and ESG Activities	AGAINST	P. 72-73
6.	Stockholder Proposal Requesting a Right to Act by Written Consent	AGAINST	P. 73-75
7.	Stockholder Proposal Requesting a Public Report on Climate Lobbying	AGAINST	P. 75-76
8.	Stockholder Proposal Requesting the Adoption of Greenhouse Gas Emissions Targets	AGAINST	P. 77-78

	What’s new?
	We continue to enhance our governance, compensation, and sustainability practices and disclosures. Among many other items, since last year, IBM has: • Enhanced our disclosure regarding trade associations • Adopted a director overboarding policy • Continued to publish our annual IBM Impact Report, sharing IBM’s progress towards our corporate responsibility commitments and performance • Continued our Annual Incentive Program and Performance Share Unit metrics that were established in 2021, reflecting IBM’s continued focus on revenue and free cash flow to align with shareholder value

Governance Highlights

Effective Board leadership, independent oversight and strong corporate governance

Independent Lead Director with robust and well-defined responsibilities

Committee sessions with key strategic leaders from senior management

Annual Board self-evaluations led by the independent Lead Director

Executive session led by the independent Lead Director at each Board meeting

Proactive Board and committee refreshment with focus on diversity and the optimal mix of skills and experience

Annual review of the Board leadership structure

Confidential voting

Director overboarding policy NEW

Stockholder rights and accountability

Annual election of all directors

Majority voting for directors in uncontested elections

Stockholder special meeting right

Proxy access

No stockholder rights plan

No supermajority voting provisions

Robust year-round stockholder engagement process

Signatory of Commonsense Principles 2.0

Endorser of Investor Stewardship Group Principles

Signatory to the Business Roundtable Statement on the Purpose of a Corporation

Stockholder right to remove directors

2024 Notice of Annual Meeting & Proxy Statement |Proxy Summary 3

IBM Board of Directors

Director Nominees

IBM’s Board is composed of a diverse, experienced group of global thought, business, and academic leaders.


Marianne C. Brown	65	Former Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc.	2023
Thomas Buberl	50	Chief Executive Officer, AXA S.A.	2020
David N. Farr	69	Retired Chairman and Chief Executive Officer, Emerson Electric Co.	2012
Alex Gorsky	63	Former Chairman and Chief Executive Officer, Johnson & Johnson	2014
Michelle J. Howard	63	Retired Admiral, United States Navy	2019
Arvind Krishna	61	Chairman and Chief Executive Officer, IBM	2020
Andrew N. Liveris	69	Retired Chairman and Chief Executive Officer, The Dow Chemical Company	2010
F. William McNabb III	66	Retired Chairman and Chief Executive Officer, The Vanguard Group, Inc.	2019
Michael Miebach	56	Chief Executive Officer, Mastercard Incorporated	2023
Martha E. Pollack	65	President, Cornell University	2019
Peter R. Voser	65	Retired Chief Executive Officer, Royal Dutch Shell plc, and Chairman, ABB Ltd.	2015
Frederick H. Waddell	70	Retired Chairman and Chief Executive Officer, Northern Trust Corporation	2017
Alfred W. Zollar	69	Executive Advisor, Siris Capital Group, LLC	2021
		Number of meetings held in 2023	10	4	8	0

	Audit:
	Directors and Corporate Governance:
	Executive Compensation and Management Resources:
	Executive:
	Audit Committee Financial Expert:

42024 Notice of Annual Meeting & Proxy Statement |Proxy Summary

Optimal Mix of Skills and Experience of Director Nominees

IBM’s directors collaboratively contribute significant experience in the areas most relevant to overseeing the Company’s business and strategy.

The skills and experience of our Board include, but are not limited to:

Industry leaders with deep executive and oversight experience;

Global operational experience to oversee a business of IBM’s scale, scope, and complexity;

Technology, cybersecurity and digital transformation experience;

Key insight into IBM’s regulatory environment; and

Diversity of backgrounds and experiences.

Active Board Refreshment

2019	2020	2021	2023
Michelle J. Howard	F. William McNabb III	Martha E. Pollack	Thomas Buberl	Arvind Krishna	Alfred W. Zollar	Michael Miebach	Marianne C. Brown
Policy expertise and technology experience with a cybersecurity focus	Global business, corporate governance and technology experience	Research leadership and technology experience, including artificial intelligence	Global business experience and expertise leading digital transformations	Global business and organizational leadership experience and deep technology expertise	Deep technology experience in systems and software	Global business and technology experience, including digital transformation, cybersecurity and data-driven insights	Global business and technology experience, including financial services, systems, and software

Independent and Diverse Board

The Board includes directors who have a deep understanding of our business and who bring new skills and fresh perspectives. We have a deliberate mix of age and tenure on the Board, which reflects our commitment to ongoing and proactive Board refreshment.

2024 Notice of Annual Meeting & Proxy Statement |Proxy Summary 5

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.