UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (Commission File Number) | (IRS employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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:
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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:
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release | |
| 99.2 | Letter | |
| 104 | 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 |
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.
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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: December 16, 2020 | ||
| By: | /s/ Frank Sedlarcik | |
| Frank Sedlarcik | ||
| Vice President, Assistant General Counsel and Secretary | ||
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Exhibit 99.1
ARVIND KRISHNA ELECTED IBM CHAIRMAN
ARMONK, N.Y., December 16, 2020 -- The IBM (NYSE: IBM) board of directors has elected Arvind Krishna chairman of the board, effective January 1, 2021. Mr. Krishna, who is IBM's chief executive officer and a member of the board, succeeds IBM executive chairman Virginia M. Rometty, who is retiring on December 31, 2020, as the company previously announced in January of this year.
Mr. Krishna, 58, was elected IBM's 10th CEO in January, and assumed the position on April 6, 2020 after holding numerous senior leadership positions in the company, most recently as IBM senior vice president for cloud and cognitive software, where he was a principal architect of the company's acquisition of Red Hat. Recently, he announced the spin-off of IBM's $19 billion Managed Infrastructure Services business, to be completed in 2021, which will create two industry-leading companies and enable IBM to focus on its leading open Hybrid Cloud and Artificial Intelligence Platform. He joined IBM in 1990 and became a director of the company in April.
Mrs. Rometty, 63, became IBM's chairman, chief executive officer and president in 2012. During her tenure, she took bold strategic actions to reposition IBM for the hybrid cloud and artificial intelligence era. She reinvented IBM's portfolio, investing in high-value segments of the IT market, divesting $9 billion of businesses and growing new units organically and through acquisition, including Red Hat, the largest acquisition in the company’s history, to position IBM for long-term success. At the same time, she established IBM as the industry's leading voice in technology ethics and data stewardship, and her commitment to the reinvention of education for the digital era led to the explosive growth of the six-year Pathways in Technology Early College High Schools, or P-TECHs, which are helping prepare the workforce of the future, serving hundreds of thousands of students in more than 240 schools in 28 countries.
Contact: IBM
Jonathan Adashek, (914) 499-6606
jonathan.adashek@ibm.com
Exhibit 99.2
December 15, 2020
Mrs. Virginia M. Rometty
c/o IBM Corporation
New Orchard Road
Armonk, NY 10576
Dear Ginni,
Your retirement from IBM comes with much admiration and appreciation for your 39 years of distinguished service to IBM. This letter describes certain terms of your retirement from the Company on December 31, 2020 (“Retirement Date”).
As is the case with all retirees, any benefits payable to you in connection with your retirement will be paid or made available in accordance with the applicable terms of the employee benefit plans of the Company in which you participate. As with all employees and retirees, the Company maintains its right to amend, modify or terminate its benefit plans and programs at any time and from time to time or to change its interpretation of such benefit plans and programs.
1. Consulting/or Related IBM Business Services.
After your Retirement Date and for a period of three years following your retirement date, the Company may request, from time to time, that you provide services to the Company, which services must be approved in advance by the Company’s Chief Executive Officer (“Services”). Following the initial three-year period, this consulting arrangement is subject to renewal annually thereafter with approval by the Company’s Chief Executive Officer. Any Services you provide will be as an independent contractor of the Company.
The following terms shall govern your Services:
| • | The fee for such Services would be $20,000 per day for each day on which you provide four or more hours of Services and $10,000 per day for each day that you provide less than four hours of Services; |
| • | To help facilitate these Services, the Company will provide continued use of IBM office space and administrative assistant support; |
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| • | The Company shall reimburse you for any reasonable actual travel and other expenses incurred in connection with providing the Services, and you may, with the prior approval of the Chief Executive Officer, travel on Company aircraft in the course of providing the Services; |
| • | The provision of Services by you shall not exceed 20% of the average level of services performed by you over the 36-month period immediately prior to your Retirement Date. |
| • | Further, it is intended by the parties that this letter shall not further delay any payment to which you are entitled under an IBM employee benefit plan or agreement. |
2. Resolution of Disputes
Any dispute, claim or controversy you have arising out of the terms set forth in this letter shall be resolved by the Chief Executive Officer. If you disagree with the decision rendered by the Chief Executive Officer, then the Executive Committee of the Board shall make a final and binding decision with respect to such dispute, claim or controversy.
* * * * *
If you agree with the foregoing, please sign and date the enclosed copy of this letter in the space indicated below.
| Sincerely, | |
| /s/ Nickle J. LaMoreaux | |
| Nickle J. LaMoreaux | |
| Senior Vice President and | |
| Chief Human Resources Officer |
| Accepted by and Agreed to: | |
| /s/ Virginia M. Rometty | |
| Virginia M. Rometty | |
| December 15, 2020 | |
| Date |
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