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 29, 2025. Our 2025 Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/IBM2025.

2024 was a year of change and growth for IBM, and we continued to help our clients and ecosystem partners transform their core operations and thrive through technology innovation. IBM’s core values of innovation, trust and transparency 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 will continue to advance our hybrid cloud and AI strategy and co-create with our clients and ecosystem partners to excel in 2025.

At this year’s Annual Meeting, we will vote on the election of directors and the ratification of the appointment of PricewaterhouseCoopers LLP as IBM’s independent registered accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of IBM’s named executive officers and, if properly presented, consider two 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 2025 Proxy Statement, our 2024 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 Krishna

Chairman of the Board

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Armonk, New York

A Message from our Lead Director:

As Lead Independent Director of the IBM Board of Directors, I am pleased to report that IBM continued to grow and make progress in 2024. IBM is very well-positioned for continued success in 2025 and beyond. Allow me to further share an update 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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Oversight of Strategy and Risk. Your Board believes 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. Part of this responsibility is ensuring the Board is actively assessing and overseeing both current and emerging enterprise and market risks. 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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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. We have refreshed our board evaluation and search process while continuing to focus on a proactive and strategic approach to Board refreshment to bring fresh perspectives and a diversity of backgrounds, skills and experience. Your Company will continue to have a Board composed 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, business transformation, and cybersecurity.

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Robust Stockholder Engagement. Engagement with you, IBM’s owners, is a core IBM value and essential 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 AI ethics 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.

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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 trust and investment in IBM and hope that you vote at our Annual Meeting on April 29, 2025.

Very truly yours,

Alex Gorsky

Lead Director

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