8-KShareholder Matters

INTERNATIONAL BUSINESS MACHINES CORP 8-K Report, Shareholder Vote Results (Apr 28, 2023)

Filed April 28, 2023For Securities:IBM

Summary

This 8-K filing reports the final voting results from International Business Machines Corporation's (IBM) Annual Meeting of Stockholders held on April 25, 2023. The key outcomes include the overwhelming re-election of all director nominees for a one-year term, reflecting strong board support from shareholders. Additionally, shareholders overwhelmingly ratified the appointment of the independent registered public accounting firm and approved the advisory vote on executive compensation (Say on Pay), with high percentages of "For" votes. The meeting also addressed several shareholder proposals. Notably, proposals seeking to have an independent board chairman, a public report on lobbying activities, a public report on congruency in China business operations and ESG activities, and a public report on harassment and discrimination prevention efforts were all voted down by a significant majority of shareholders. The company will continue to hold an advisory vote on executive compensation annually, as determined by the shareholder vote on the frequency of such votes.

Key Highlights

  • 1All incumbent director nominees were overwhelmingly re-elected for a one-year term.
  • 2Shareholders strongly ratified the appointment of the independent registered public accounting firm.
  • 3The advisory vote on executive compensation ("Say on Pay") received strong support with over 91% "For" votes.
  • 4Shareholders voted to continue holding the advisory vote on executive compensation on an annual basis.
  • 5A shareholder proposal to have an independent board chairman was defeated with approximately 74.1% voting against it.
  • 6Shareholder proposals requesting public reports on lobbying activities, China business operations/ESG congruency, and harassment/discrimination prevention efforts were all voted down.
  • 7The significant number of broker non-votes (over 164 million across proposals) indicates a substantial portion of shares were not voted by the beneficial owner or their broker on certain matters.

Frequently Asked Questions

The most significant outcomes were the re-election of all director nominees with strong support, the ratification of the company's independent auditor, and the approval of the executive compensation advisory vote. Importantly, all shareholder proposals presented at the meeting were defeated by a substantial margin.

Shareholders provided strong approval for the executive compensation, with over 91% of the votes cast in favor of the "Say on Pay" proposal. Additionally, shareholders voted overwhelmingly to have this advisory vote on executive compensation conducted annually.

No, all shareholder proposals presented at the meeting were unsuccessful. Proposals regarding an independent board chairman, lobbying activities, China business operations and ESG, and harassment and discrimination prevention efforts were all voted down by a majority of the votes cast.

Broker non-votes represent shares held by a broker or nominee that have been returned unvoted on a particular proposal because the broker has not received voting instructions from the beneficial owner. The high number of broker non-votes (over 164 million) suggests a significant number of shares were not actively voted by their beneficial owners on certain matters, which can impact the proportion of votes cast relative to total outstanding shares.