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)
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| (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) | |
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| 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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of each exchange on which registered | ||
| NYSE | ||||
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 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | International Business Machines Corporation (IBM) held its Annual Meeting of Stockholders on April 30, 2024. Below are the final voting results. For more information on the following proposals, see IBM’s proxy statement dated March 11, 2024, 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 | 542,971,427 | 7,878,691 | 3,463,299 | 165,621,179 | ||||||||||||
| T. Buberl | 536,108,047 | 14,319,692 | 3,885,678 | 165,621,179 | ||||||||||||
| D.N. Farr | 532,188,815 | 18,329,393 | 3,795,209 | 165,621,179 | ||||||||||||
| A. Gorsky | 542,777,797 | 7,731,322 | 3,804,298 | 165,621,179 | ||||||||||||
| M.J. Howard | 544,196,265 | 6,719,352 | 3,397,800 | 165,621,179 | ||||||||||||
| A. Krishna | 513,846,719 | 34,373,860 | 6,092,838 | 165,621,179 | ||||||||||||
| A.N. Liveris | 433,649,408 | 116,186,070 | 4,477,939 | 165,621,179 | ||||||||||||
| F.W. McNabb III | 543,002,496 | 7,545,854 | 3,765,067 | 165,621,179 | ||||||||||||
| M. Miebach | 540,993,427 | 9,440,412 | 3,879,578 | 165,621,179 | ||||||||||||
| M.E. Pollack | 537,341,479 | 13,470,243 | 3,501,695 | 165,621,179 | ||||||||||||
| P.R. Voser | 532,406,428 | 18,008,989 | 3,898,000 | 165,621,179 | ||||||||||||
| F.H. Waddell | 526,757,582 | 23,591,352 | 3,964,483 | 165,621,179 | ||||||||||||
| A.W. Zollar | 520,108,521 | 30,430,174 | 3,774,722 | 165,621,179 | ||||||||||||
Ratification of Appointment of Independent Registered Public Accounting Firm:
| For | 673,156,721 | 94.0 | % | |||||
| Against | 43,097,322 | 6.0 | % | |||||
| Abstain | 3,680,553 |
Management Proposal on Advisory Vote on Executive Compensation (Say on Pay):
| For | 505,017,498 | 92.2 | % | |||||
| Against | 42,956,786 | 7.8 | % | |||||
| Abstain | 6,339,133 | |||||||
| Broker Non-Votes | 165,621,179 |
Stockholder Proposal Requesting a Public Report on Lobbying Activities:
| For | 205,744,327 | 37.7 | % | |||||
| Against | 339,591,652 | 62.3 | % | |||||
| Abstain | 8,977,438 | |||||||
| Broker Non-Votes | 165,621,179 |
Stockholder Proposal Requesting a Public Report on Congruency in China Business Operations and ESG Activities:
| For | 30,503,524 | 5.6 | % | |||||
| Against | 510,744,179 | 94.4 | % | |||||
| Abstain | 13,065,714 | |||||||
| Broker Non-Votes | 165,621,179 |
Stockholder Proposal Requesting a Right to Act by Written Consent:
| For | 234,933,934 | 43.0 | % | |||||
| Against | 311,348,314 | 57.0 | % | |||||
| Abstain | 8,031,169 | |||||||
| Broker Non-Votes | 165,621,179 |
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Stockholder Proposal Requesting a Public Report on Climate Lobbying:
| For | 173,018,418 | 31.8 | % | |||||
| Against | 371,271,580 | 68.2 | % | |||||
| Abstain | 10,023,419 | |||||||
| Broker Non-Votes | 165,621,179 |
Stockholder Proposal Requesting the Adoption of Greenhouse Gas Emissions Targets:
| For | 167,713,913 | 30.8 | % | |||||
| Against | 377,376,761 | 69.2 | % | |||||
| Abstain | 9,222,743 | |||||||
| Broker Non-Votes | 165,621,179 |
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: May 3, 2024 | ||
| By: | /s/ Jane P. Edwards | |
| Jane P. Edwards | ||
| Vice President, Assistant General Counsel and Secretary | ||
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