Current Report Filing (8-k)
December 16 2020 - 4:20PM
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Title of each class
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Capital stock, par value $.20 per share
|
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Trading
symbol
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IBM
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Common Stock
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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: December 15, 2020
(Date of earliest
event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant
as specified in its charter)
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New York
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1-2360
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13-0871985
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(State of Incorporation)
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(Commission File Number)
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(IRS employer Identification No.)
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One New Orchard Road
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Armonk,
New York
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10504
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
|
|
Trading
symbol(s)
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|
Name
of each exchange
on which registered
|
|
Capital stock, par value $.20 per share
|
|
IBM
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New York Stock Exchange
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NYSE Chicago
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0.500% Notes due 2021
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IBM 21B
|
|
New York Stock Exchange
|
|
2.625% Notes due 2022
|
|
IBM 22A
|
|
New York Stock Exchange
|
|
1.250% Notes due 2023
|
|
IBM 23A
|
|
New York Stock Exchange
|
|
0.375% Notes due 2023
|
|
IBM 23B
|
|
New York Stock Exchange
|
|
1.125% Notes due 2024
|
|
IBM 24A
|
|
New York Stock Exchange
|
|
2.875% Notes due 2025
|
|
IBM 25A
|
|
New York Stock Exchange
|
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0.950% Notes due 2025
|
|
IBM 25B
|
|
New York Stock Exchange
|
|
0.875% Notes due 2025
|
|
IBM 25C
|
|
New York Stock Exchange
|
|
0.300% Notes due 2026
|
|
IBM 26B
|
|
New York Stock Exchange
|
|
1.250% Notes due 2027
|
|
IBM 27B
|
|
New York Stock Exchange
|
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0.300% Notes due 2028
|
|
IBM 28B
|
|
New York Stock Exchange
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|
1.750% Notes due 2028
|
|
IBM 28A
|
|
New York Stock Exchange
|
|
1.500% Notes due 2029
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|
IBM 29
|
|
New York Stock Exchange
|
|
1.750% Notes due 2031
|
|
IBM 31
|
|
New York Stock Exchange
|
|
0.650% Notes due 2032
|
|
IBM 32A
|
|
New York Stock Exchange
|
|
1.200% Notes due 2040
|
|
IBM 40
|
|
New York Stock Exchange
|
|
7.00% Debentures due 2025
|
|
IBM 25
|
|
New York Stock Exchange
|
|
6.22% Debentures due 2027
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|
IBM 27
|
|
New York Stock Exchange
|
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6.50% Debentures due 2028
|
|
IBM 28
|
|
New York Stock Exchange
|
|
7.00% Debentures due 2045
|
|
IBM 45
|
|
New York Stock Exchange
|
|
7.125% Debentures due 2096
|
|
IBM 96
|
|
New 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 5.02(b) (Departure of Named Executive Officer
and Director) and
Item 5.02(e) (Compensatory Arrangement for Named
Executive Officer)
On December 16, 2020, the company announced that Arvind Krishna,
chief executive officer of IBM, has been elected chairman of the IBM Board of Directors, effective January 1, 2021. As previously
disclosed, Virginia M. Rometty will retire from the company and the IBM Board of Directors, effective December 31, 2020. The
press release is Exhibit 99.1 of this Form 8-K.
The IBM Board of Directors has approved certain arrangements
for Mrs. Rometty, as set forth in the letter attached as Exhibit 99.2. These arrangements are in effect following her retirement
for a period of 3 years.
Consulting Arrangement
After Mrs. Rometty’s retirement from the company, she
may be asked, from time to time, to provide services to the company as an independent contractor. The fee for such services
would be $20,000 per day for each day she provides four or more hours of services and $10,000 per day for each day that she provides
less than four hours.
Office
To facilitate the IBM consulting services to be provided by
Mrs. Rometty after her retirement, IBM will continue to provide company office space with administrative support.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as part of this report:
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Exhibit No.
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Description of Exhibit
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99.1
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Press Release
|
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99.2
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Letter
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104
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Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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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.
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Date: December 16, 2020
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By:
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/s/ Frank Sedlarcik
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Frank Sedlarcik
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Vice President, Assistant General Counsel and Secretary
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