IBM Files Definitive Proxy Statement

TL;DR

IBM filed its proxy statement, time to vote your shares!

AI Summary

International Business Machines Corporation (IBM) filed a Definitive Proxy Statement (DEFA14A) on April 5, 2024. This filing is a standard proxy statement, indicating that IBM is soliciting votes from its shareholders for an upcoming meeting. The document does not contain specific proposals or financial details beyond its nature as a proxy solicitation.

Why It Matters

This filing is a routine but essential step for publicly traded companies like IBM to communicate with shareholders and gather their votes for corporate decisions.

Risk Assessment

Risk Level: low — This is a routine administrative filing for a proxy statement, not indicating any specific financial or operational risks.

Key Players & Entities

• INTERNATIONAL BUSINESS MACHINES CORP (company) — Registrant
• IBM (company) — Commonly known name for Registrant
• 0001104659-24-043926.txt (document) — Accession Number

FAQ

Key Financial Figures

• $61.9 billion — s in 2023 include: · Delivering $61.9 billion of revenue, with broad-based growth and
• $13.9 billion — sulting segments; · Generating $13.9 billion of cash from operations, up $3.5 billio
• $3.5 billion — 3.9 billion of cash from operations, up $3.5 billion year-to-year; · Continuing to
• $5 billion — invest in future growth, including over $5 billion spent to acquire 9 companies across Sof
• $6 billion — year of providing one – returning $6 billion to stockholders. We are pleased to re
• $62 billion — return STRATEGY Our results – Generated $62 billion of revenue with solid growth in Softwar
• $11.2 b — of $13.9 billion and free cash flow* of $11.2 billion, our strongest level of cash gene
• $13.5 b — the year with a healthy cash balance of $13.5 billion, including marketable securities
• $16.6 M — ivables For 2023, at target, 77 %, or $16.6 M of CEO pay wa s at risk and subject to
• $4.5M — orous performance goals 21% Short Term ($4.5M) 7% Base Salary ($1.5M) 14% Annual Ince
• $1.5M — 21% Short Term ($4.5M) 7% Base Salary ($1.5M) 14% Annual Incentive ($3M) Target: 200
• $3M — se Salary ($1.5M) 14% Annual Incentive ($3M) Target: 200% of Base Salary 79% Long T
• $17M — get: 200% of Base Salary 79% Long Term ($17M) 47% Performance Share Units ($10.2M) 1
• $10.2M — erm ($17M) 47% Performance Share Units ($10.2M) 16% Stock Options ($3.4M) 16% Restrict
• $3.4M — Share Units ($10.2M) 16% Stock Options ($3.4M) 16% Restricted Stock Units ($3.4M) Com

Filing Documents

• tm2411169d1_defa14a.htm (DEFA14A) — 55KB
• tm2411169d1_defa14a-img001.jpg (GRAPHIC) — 2KB
• tm2411169d1_defa14aimg01.jpg (GRAPHIC) — 172KB
• tm2411169d1_defa14aimg02.jpg (GRAPHIC) — 158KB
• tm2411169d1_defa14aimg03.jpg (GRAPHIC) — 266KB
• tm2411169d1_defa14aimg04.jpg (GRAPHIC) — 215KB
• tm2411169d1_defa14aimg05.jpg (GRAPHIC) — 220KB
• tm2411169d1_defa14aimg06.jpg (GRAPHIC) — 283KB
• tm2411169d1_defa14aimg07.jpg (GRAPHIC) — 492KB
• tm2411169d1_defa14aimg08.jpg (GRAPHIC) — 204KB
• tm2411169d1_defa14aimg09.jpg (GRAPHIC) — 196KB
• tm2411169d1_defa14aimg10.jpg (GRAPHIC) — 453KB
• tm2411169d1_defa14aimg11.jpg (GRAPHIC) — 570KB
• tm2411169d1_defa14aimg12.jpg (GRAPHIC) — 588KB
• tm2411169d1_defa14aimg13.jpg (GRAPHIC) — 621KB
• tm2411169d1_defa14aimg14.jpg (GRAPHIC) — 42KB
• tm2411169d1_defa14aimg15.jpg (GRAPHIC) — 600KB
• 0001104659-24-043926.txt ( ) — 6992KB

From the Filing

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. ) Filed by the Registrant 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 No fee required. Fee paid previously with preliminary materials. 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. April 2024 Dear IBM Stockholder, As the independent Lead Director and the Chairs of the Committees of the IBM Board of Directors, we are writing to you on behalf of the entire Board to thank you for your support and your investment in IBM. We also want to share our perspective on the Company and the Board’s role in driving long-term stockholder value. In the past year, the Company continued gaining momentum and delivering innovations in AI and hybrid cloud, all while also ensuring that sound governance and executive compensation practices are in place and transparent to you, our stockholders. Technology and Expertise 2023 was an important year of growth for IBM. With your Board’s oversight, IBM continued to take meaningful action to strengthen its position as a leader in hybrid cloud and AI through refining our portfolio, expanding our ecosystem of partners, and enhancing productivity throughout the Company. The Company launched watsonx, its flagship AI and data platform and also unveiled innovations in quantum computing. Notable achievements in 2023 include: · Delivering $61.9 billion of revenue, with broad-based growth and approximately 75% of revenue coming from higher growth Software and Consulting segments; · Generating $13.9 billion of cash from operations, up $3.5 billion year-to-year; · Continuing to invest in future growth, including over $5 billion spent to acquire 9 companies across Software and Consulting to expand IBM’s hybrid cloud and AI offerings and capabilities; and · Raising the dividend for the 28 th consecutive year – IBM’s 108 th straight year of providing one – returning $6 billion to stockholders. We are pleased to report that IBM is well-positioned for continued success in 2024. Trust and Transparency We know that you, our stockholders, value IBM’s long-standing pursuit of the highest standards of corporate responsibility, trust, and transparency. We are aware of the profound impact that technologies like AI will have on business and society and that IBM bears significant responsibility to develop technologies ethically and to deploy them with trust and transparency. With a balanced approach, IBM aspires to make a lasting, positive impact in business ethics and the communities in which we work and live. 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. Committed, Responsive Board Engagement with you, our stockholders, is a core IBM value and integral to IBM’s success. We have a robust stockholder engagement program that includes participation by the Lead Director, as well as the Chairman and CEO and other members of senior management. Your feedback is integrated into boardroom discussions and informs the Board’s decisions and the Company’s policies, practices, and disclosures. Collectively, we bring diverse knowledge, perspectives, and insights from our experiences outside of IBM so that we are well-positioned to effectively oversee IBM’s business and strategy. We are actively engaged and have an established history of responding to stockholder proposals that receive majority support. In line with this history and responsive to stockholder feedback, in 2023, IBM enhanced its disclosure regarding trade associations and adopted a director overboarding policy. Commitment to Pay for Performance: Vote FOR Item of Business 3 Our compensation strategy, with significant pay at risk, aligns with IBM’s growth strategy and investor expectations for 2024 and beyond. Our senior executive pay is heavily weighted to IBM’s performance through the annual and long-term incentive programs, with targets set at challenging levels consistent with IBM’s financial model as shared with investors. The Board continues to incorporate valuable stockholder feedback into ongoing execut

View Full Filing

View this DEFA14A filing on SEC EDGAR