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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: April 28, 2026
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| New York | | 1-2360 | | 13-0871985 |
| (State of Incorporation) | | (Commission File Number) | | (IRS employer Identification No.) |
| | | | | | | | | | | |
One New Orchard Road Armonk, New York | | | 10504 |
| (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 class | | Trading symbol(s) | | Name of each exchange on which registered |
| Capital stock, par value $.20 per share | | IBM | | New York Stock Exchange |
| | | | NYSE Texas |
| 0.300% Notes due 2026 | | IBM 26B | | New York Stock Exchange |
| 1.250% Notes due 2027 | | IBM 27B | | New York Stock Exchange |
| 3.375% Notes due 2027 | | IBM 27F | | New York Stock Exchange |
| 0.300% Notes due 2028 | | IBM 28B | | New York Stock Exchange |
| 1.750% Notes due 2028 | | IBM 28A | | New York Stock Exchange |
| 1.500% Notes due 2029 | | IBM 29 | | New York Stock Exchange |
| 0.875% Notes due 2030 | | IBM 30A | | New York Stock Exchange |
| 2.900% Notes due 2030 | | IBM 30C | | New York Stock Exchange |
| 1.750% Notes due 2031 | | IBM 31 | | New York Stock Exchange |
| 3.000% Notes due 2031 | | IBM 31A | | New York Stock Exchange |
| 3.625% Notes due 2031 | | IBM 31B | | New York Stock Exchange |
| 0.650% Notes due 2032 | | IBM 32A | | New York Stock Exchange |
| 3.150% Notes due 2033 | | IBM 33A | | New York Stock Exchange |
| 3.450% Notes due 2034 | | IBM 34A | | New York Stock Exchange |
| 1.250% Notes due 2034 | | IBM 34 | | New York Stock Exchange |
| 3.750% Notes due 2035 | | IBM 35 | | New York Stock Exchange |
| 3.450% Notes due 2037 | | IBM 37 | | New York Stock Exchange |
| 3.850% Notes due 2038 | | IBM 38B | | New York Stock Exchange |
| 4.875% Notes due 2038 | | IBM 38 | | New York Stock Exchange |
| 1.200% Notes due 2040 | | IBM 40 | | New York Stock Exchange |
| 4.000% Notes due 2043 | | IBM 43 | | New York Stock Exchange |
| 3.800% Notes due 2045 | | IBM 45A | | New York Stock Exchange |
| Floating Rate Notes due 2028 | | IBM 28E | | New York Stock Exchange |
| 6.22% Debentures due 2027 | | IBM 27 | | New York Stock Exchange |
| 6.50% Debentures due 2028 | | IBM 28 | | New York Stock Exchange |
| 5.875% Debentures due 2032 | | IBM 32D | | 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(e). Compensatory Arrangements of Certain Officers.
On April 28, 2026, the IBM 2026 Long-Term Performance Plan (the “Plan”) was approved by the stockholders of International Business Machines Corporation ("IBM" or the "Company") at its 2026 Annual Meeting of Stockholders (the "Annual Meeting") held on that date. The Plan was previously approved by the Company's Board of Directors (the “Board”) on February 24, 2026, subject to stockholder approval.
The Plan authorizes certain incentive compensation awards to be granted to employees (including the officers of the Company) and independent contractors providing services to the Company and its subsidiaries, subject to the terms and conditions of the Plan. The types of awards that may be granted under the Plan include stock options, SARs, restricted stock, RSUs, PSUs, and other stock-based or cash-based awards.
A detailed summary of the Plan is described under "Approval of 2026 Long-Term Performance Plan" of the Company's definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 10, 2026 (the "2026 Proxy Statement"), and is incorporated herein by reference. Such summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is included in the 2026 Proxy Statement as Appendix B.
Item 5.03(a). Amendment to By-laws.
As disclosed in the Company’s 2026 Proxy Statement, Frederick H. Waddell was not a nominee for election at the Company’s Annual Meeting held on April 28, 2026, and his term on the Board ended. As a result, Article III, Section 2 of the Company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 28, 2026. The full text of IBM’s By-Laws, as amended effective April 28, 2026, is included as Exhibit 3.2 to this report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) IBM held its Annual Meeting on April 28, 2026. Below are the final voting results. For more information on the following proposals, see IBM’s 2026 Proxy Statement dated March 10, 2026, the relevant portions of which are incorporated herein by reference.
(b) Election of Directors for a Term of One Year:
| | | | | | | | | | | | | | |
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER
NON-VOTES |
| M.C. Brown | 566,629,438 | 20,614,934 | 3,301,846 | 153,795,179 |
| T. Buberl | 571,971,421 | 15,580,499 | 2,994,298 | 153,795,179 |
| D.N. Farr | 563,836,707 | 23,572,343 | 3,137,168 | 153,795,179 |
| A. Gorsky | 576,449,340 | 11,120,322 | 2,976,556 | 153,795,179 |
| M.J. Howard | 581,408,345 | 6,354,053 | 2,783,820 | 153,795,179 |
| A. Krishna | 550,735,370 | 37,035,145 | 2,775,703 | 153,795,179 |
| R. Laguarta | 576,049,534 | 11,492,843 | 3,003,841 | 153,795,179 |
| A.N. Liveris | 509,517,363 | 77,131,225 | 3,897,630 | 153,795,179 |
| F.W. McNabb III | 579,894,423 | 7,619,457 | 3,032,338 | 153,795,179 |
| M. Miebach | 580,393,883 | 7,148,217 | 3,004,118 | 153,795,179 |
| M.E. Pollack | 581,101,903 | 6,775,731 | 2,668,584 | 153,795,179 |
| P.R. Voser | 567,427,048 | 20,099,791 | 3,019,379 | 153,795,179 |
| A.W. Zollar | 565,396,048 | 21,774,303 | 3,375,867 | 153,795,179 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| | | | | | | | |
| For | 696,575,072 | 94.0 | % |
| Against | 44,126,730 | 6.0 | % |
| Abstain | 3,639,595 | |
Management Proposal on Advisory Vote on Executive Compensation (Say on Pay):
| | | | | | | | |
| For | 549,921,108 | 94.2 | % |
| Against | 33,951,059 | 5.8 | % |
| Abstain | 6,674,051 | |
| Broker Non-Votes | 153,795,179 | |
Management Proposal on 2026 Long-Term Performance Plan:
| | | | | | | | |
| For | 443,997,153 | 75.8 | % |
| Against | 141,393,340 | 24.2 | % |
| Abstain | 5,155,725 | |
| Broker Non-Votes | 153,795,179 | |
Stockholder Proposal Requesting a Change to IBM’s Outside Director Stock Ownership Guidelines:
| | | | | | | | |
| For | 25,236,592 | 4.4 | % |
| Against | 554,331,295 | 95.6 | % |
| Abstain | 10,978,331 | |
| Broker Non-Votes | 153,795,179 | |
Stockholder Proposal Requesting a Right to Act by Written Consent:
| | | | | | | | |
| For | 217,600,186 | 37.3 | % |
| Against | 366,073,636 | 62.7 | % |
| Abstain | 6,872,396 | |
| Broker Non-Votes | 153,795,179 | |
Stockholder Proposal Requesting a Report on AI Bias:
| | | | | | | | |
| For | 14,185,799 | 2.4 | % |
| Against | 565,479,507 | 97.6 | % |
| Abstain | 10,880,912 | |
| Broker Non-Votes | 153,795,179 | |
Stockholder Proposal Requesting a Report on Discrimination in Charitable Support:
| | | | | | | | |
| For | 12,738,223 | 2.2 | % |
| Against | 567,012,840 | 97.8 | % |
| Abstain | 10,795,155 | |
| Broker Non-Votes | 153,795,179 | |
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 3.2 | | |
The following exhibit is being filed as part of this report:
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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 1, 2026 | |
| | |
| By: | /s/ Jane P. Edwards |
| | Jane P. Edwards |
| | Vice President, Assistant General Counsel and Secretary |