International Business Machines Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$IBM
Computer Manufacturing
Technology
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)
(Exact name of registrant as specified in its charter)
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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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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(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 | ||||||||||
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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 | |||||||
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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.
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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 1, 2026 | ||||||||
| By: | /s/ Jane P. Edwards | |||||||
Jane P. Edwards | ||||||||
Vice President, Assistant General Counsel and Secretary | ||||||||
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