8-K
filed May 1, 2026, 7:59 PM ET
ticker IBM
CIK 0000051143
other material
confidence high
sentiment neutral
materiality 0.35
IBM annual meeting: 2026 LTPP approved, all directors elected, stockholder proposals defeated
INTERNATIONAL BUSINESS MACHINES CORP
- 2026 Long-Term Performance Plan approved with 75.8% of votes cast in favor (443.9M for, 141.4M against).
- All 13 director nominees elected; Andrew N. Liveris received the highest against votes at 77.1M (13.2% of votes cast).
- Advisory vote on executive compensation (Say on Pay) passed with 94.2% support (549.9M for).
- Board size reduced to 13 as Frederick H. Waddell did not stand for re-election.
- All five stockholder proposals defeated; proposal on written consent received 37.3% support.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP: Decreased number of directors to thirteen following resignation of Frederick H. Waddell from the Board (effective 2026-04-28).
- Change
- bylaw amendment
- Effective
- 2026-04-28
Exact text from the filing
Article III, Section 2 of the Company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 28, 2026.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-04-28 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders approved Management Proposal on Advisory Vote on Executive Compensation (Say on Pay) at the 2026-04-28 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders approved Management Proposal on 2026 Long-Term Performance Plan at the 2026-04-28 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders rejected Stockholder Proposal Requesting a Right to Act by Written Consent at the 2026-04-28 meeting.
- Outcome
- failed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders rejected Stockholder Proposal Requesting a Report on AI Bias at the 2026-04-28 meeting.
- Outcome
- failed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders rejected Stockholder Proposal Requesting a Report on Discrimination in Charitable Support at the 2026-04-28 meeting.
- Outcome
- failed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders rejected Stockholder Proposal Requesting a Change to IBM’s Outside Director Stock Ownership Guidelines at the 2026-04-28 meeting.
- Outcome
- failed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
INTERNATIONAL BUSINESS MACHINES CORP shareholders approved Election of Directors for a Term of One Year at the 2026-04-28 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-28
Exact text from the filing
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
View on SEC.gov
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