IBM 8-K 2024-04-30

Filed 2024-05-03. 1 sections, 9K characters. Original on sec.gov · Markdown · JSON

Form 8-K

Title of each classCapital stock, par value $.20 per share
Trading symbolIBM
Common Stock

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 30, 2024

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

New York1-236013-0871985
(State of Incorporation)(Commission File Number)(IRS employer Identification No.)
One New Orchard Road
Armonk, New York10504
(Address of principal executive offices)(Zip Code)

914-499-1900

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Capital stock, par value $.20 per shareIBMNew York Stock Exchange
NYSE Chicago
1.125% Notes due 2024IBM 24ANew York Stock Exchange
2.875% Notes due 2025IBM 25ANew York Stock Exchange
0.950% Notes due 2025IBM 25BNew York Stock Exchange
0.875% Notes due 2025IBM 25CNew York Stock Exchange
0.300% Notes due 2026IBM 26BNew York Stock Exchange
1.250% Notes due 2027IBM 27BNew York Stock Exchange
3.375% Notes due 2027IBM 27FNew York Stock Exchange
0.300% Notes due 2028IBM 28BNew York Stock Exchange
1.750% Notes due 2028IBM 28ANew York Stock Exchange
1.500% Notes due 2029IBM 29New York Stock Exchange
0.875% Notes due 2030IBM 30ANew York Stock Exchange
1.750% Notes due 2031IBM 31New York Stock Exchange
3.625% Notes due 2031IBM 31BNew York Stock Exchange
0.650% Notes due 2032IBM 32ANew York Stock Exchange
1.250% Notes due 2034IBM 34New York Stock Exchange
3.750% Notes due 2035IBM 35New York Stock Exchange
4.875% Notes due 2038IBM 38New York Stock Exchange
1.200% Notes due 2040IBM 40New York Stock Exchange
4.000% Notes due 2043IBM 43New York Stock Exchange
7.00% Debentures due 2025IBM 25New York Stock Exchange
6.22% Debentures due 2027IBM 27New York Stock Exchange
6.50% Debentures due 2028IBM 28New York Stock Exchange
5.875% Debentures due 2032IBM 32DNew York Stock Exchange
7.00% Debentures due 2045IBM 45New York Stock Exchange
7.125% Debentures due 2096IBM 96New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)International Business Machines Corporation (IBM) held its Annual Meeting of Stockholders on April 30, 2024. Below are the final voting results. For more information on the following proposals, see IBM’s proxy statement dated March 11, 2024, the relevant portions of which are incorporated herein by reference.
(b)Election of Directors for a Term of One Year:
DIRECTORFORAGAINSTABSTAINBROKER NON-VOTES
M.C. Brown542,971,4277,878,6913,463,299165,621,179
T. Buberl536,108,04714,319,6923,885,678165,621,179
D.N. Farr532,188,81518,329,3933,795,209165,621,179
A. Gorsky542,777,7977,731,3223,804,298165,621,179
M.J. Howard544,196,2656,719,3523,397,800165,621,179
A. Krishna513,846,71934,373,8606,092,838165,621,179
A.N. Liveris433,649,408116,186,0704,477,939165,621,179
F.W. McNabb III543,002,4967,545,8543,765,067165,621,179
M. Miebach540,993,4279,440,4123,879,578165,621,179
M.E. Pollack537,341,47913,470,2433,501,695165,621,179
P.R. Voser532,406,42818,008,9893,898,000165,621,179
F.H. Waddell526,757,58223,591,3523,964,483165,621,179
A.W. Zollar520,108,52130,430,1743,774,722165,621,179

Ratification of Appointment of Independent Registered Public Accounting Firm:

For673,156,72194.0%
Against43,097,3226.0%
Abstain3,680,553

Management Proposal on Advisory Vote on Executive Compensation (Say on Pay):

For505,017,49892.2%
Against42,956,7867.8%
Abstain6,339,133
Broker Non-Votes165,621,179

Stockholder Proposal Requesting a Public Report on Lobbying Activities:

For205,744,32737.7%
Against339,591,65262.3%
Abstain8,977,438
Broker Non-Votes165,621,179

Stockholder Proposal Requesting a Public Report on Congruency in China Business Operations and ESG Activities:

For30,503,5245.6%
Against510,744,17994.4%
Abstain13,065,714
Broker Non-Votes165,621,179

Stockholder Proposal Requesting a Right to Act by Written Consent:

For234,933,93443.0%
Against311,348,31457.0%
Abstain8,031,169
Broker Non-Votes165,621,179

Stockholder Proposal Requesting a Public Report on Climate Lobbying:

For173,018,41831.8%
Against371,271,58068.2%
Abstain10,023,419
Broker Non-Votes165,621,179

Stockholder Proposal Requesting the Adoption of Greenhouse Gas Emissions Targets:

For167,713,91330.8%
Against377,376,76169.2%
Abstain9,222,743
Broker Non-Votes165,621,179

IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: May 3, 2024
By:/s/ Jane P. Edwards
Jane P. Edwards
Vice President, Assistant General Counsel and Secretary