International Business Machines 8K Submission of Matters to a Vote of Security Holders

Title of each class	Capital stock, par value $.20 per share
Trading symbol	IBM
	Common Stock

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 30, 2024

(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 Chicago
1.125% Notes due 2024	IBM 24A	New York Stock Exchange
2.875% Notes due 2025	IBM 25A	New York Stock Exchange
0.950% Notes due 2025	IBM 25B	New York Stock Exchange
0.875% Notes due 2025	IBM 25C	New York Stock Exchange
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
1.750% Notes due 2031	IBM 31	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
1.250% Notes due 2034	IBM 34	New York Stock Exchange
3.750% Notes due 2035	IBM 35	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
7.00% Debentures due 2025	IBM 25	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 5.07. 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

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.

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

International Business Machines (IBM) 8-KSubmission of Matters to a Vote of Security Holders