Executive Change

8-K 1 tm244921d1_8k.htm FORM 8-K       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: January 29, 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 30   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 5.02(b). Departure of Named Executive Officer. On January 29, 2024, Michelle H. Browdy has decided to retire from her role as Senior Vice President, Legal and Regulatory Affairs, and General Counsel, by the end of the year, after 10 years in the role. Item 5.02(e). Compensatory Arrangements of Certain Officers. The following are compensation arrangements for Arvind Krishna, the Company’s Chairman and Chief Executive Officer and the Company’s named executive officers identified in the 2023 Proxy Statement. Further information regarding the structure of the compensation programs and awards will be included in the Company’s 2024 Proxy Statement. 2024 Cash 2024 Long-Term Incentive Award* 2023 Annual Incentive Payout Salary Rate Annual Incentive Target Performance Share Units Restricted Stock Units Stock Options A. Krishna $ 3,510,000 $ 1,500,000 $ 3,500,000 $ 12,000,000 $ 4,000,000 $ 4,000,000 J.J. Kavanaugh $ 1,730,430 $ 1,170,000 $ 1,580,000 $ 6,150,000 $ 2,050,000 $ 2,050,000 G. Cohn $ 1,848,600 $ 1,170,000 $ 1,580,000 $ 4,800,000 $ 1,600,000 $ 1,600,000 T. Rosamilia** $ 705,510 M.H. Browdy $ 1,516,800 $ 936,000 $ 1,264,000 $ 3,780,000 $ 1,260,000 $ 1,260,000 _____________________________ *The Long-Term Incentive Awards will be granted on February 21, 2024. The actual number of Performance Share Units and Restricted Stock Units granted on this date will be based on the average of IBM’s closing stock price for the 30 active trading days prior to the grant date. The Actual Number of Stock Options granted on this date will be based on the same IBM closing stock price, but the stock price will also be multiplied by a valuation factor of 0.20 to reflect the discounted value of stock options on the grant date. The exercise price of the options will be equal to the average of IBM’s high and low stock price on the date of grant. The Performance Share Units will be paid out in February 2027. The Restricted Stock Units and Stock Options will vest 25% per year on each anniversary of the date of grant. Additional information about equity grants will be provided in the Company’s Proxy Statement. ** As previously disclosed by the Company, Mr. Rosamilia, Senior Vice President, retired from the Company on June 30, 2023. 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. 2 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: February 1 , 2024 By: /s/ Frank Sedlarcik Frank Sedlarcik Vice President, Assistant General Counsel and Secretary 3