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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☐   Preliminary Proxy Statement
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☐   Definitive Proxy Statement
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☐   Soliciting Material Pursuant to §240.14a-12

International Business Machines Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 27, 2021. Meeting Information INTERNATIONAL BUSINESS MACHINES Meeting Type: Annual Meeting CORPORATION For holders as of: February 26, 2021 Date: April 27, 2021 Time: 10:00 a.m. Eastern Time Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/IBM2021 The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/IBM2021 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page). INTERNATIONAL BUSINESS MACHINES CORPORATION You are receiving this communication because you hold shares in 1 NEW ORCHARD ROAD, MD 325 the company named above. ARMONK, NY 10504 This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. P47772 proxy See the materials reverse and side voting of this instructions. notice to obtain D37757—

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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE OF MEETING PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded. Please make the request as instructed above on or before April 13, 2021 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote by 11:59 p.m. Eastern Time on April 26, 2021, for shares held directly and by 11:59 p.m. Eastern Time P47772—on April 25, 2021, for shares held in the 401(k) Plus Plan. During The Meeting: D37758 Go to www.virtualshareholdermeeting.com/IBM2021. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items director IBM’s Directors (please mark recommend your vote a for vote each FOR director each separately). 1. Election of Directors for a Term of One Year IBM’s 2 and Directors 3. recommend a vote FOR proposals Nominees: 1a. Thomas Buberl 2. Ratification of Appointment of Independent Registered Public Accounting Firm. 1b. Michael L. Eskew 3. Advisory Vote on Executive Compensation. 1c. David N. Farr proposals IBM’s Directors 4 and 5. recommend a vote AGAINST 1d. Alex Gorsky 4. Stockholder Proposal to Have an Independent Board Chairman. 1e. Michelle J. Howard 5. Stockholder Proposal on the Right to Act by Written Consent. 1f. Arvind Krishna IBM’s Directors recommend a vote FOR proposal 6. 6. Stockholder Proposal Requesting the Company 1g. Andrew N. Liveris Publish Annually a Report Assessing its Diversity, Equity and Inclusion Efforts. 1h. F. William McNabb III 1i. Martha E. Pollack 1j. Joseph R. Swedish P47772 1k. Peter R. Voser—D37759 1l. Frederick H. Waddell

 

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D37760-P47772

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