International Business Machines Corp 8-K, filed May 1, 2020
International Business Machines Corp (IBM)
About this 8-K
International Business Machines Corp filed this 8-K on May 1, 2020, reporting on events of April 28, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02(e) (Compensatory Arrangements of Certain Officers)
On April 28, 2020, the IBM Board of Directors approved compensatory arrangements for Arvind Krishna, Chief Executive Officer of the Company, and James Whitehurst, President of the Company.
Mr. Krishna’s base salary is $1.5 million, effective April 6, 2020, the date that Mr. Krishna became Chief Executive Officer of the Company. His 2020 Annual Incentive Target is $3 million, prorated for April to December 2020. Additionally, the Board of Directors approved a 2020 long-term incentive award of $13.75 million for Mr. Krishna, comprised 35% of Restricted Stock Units (RSUs) and 65% of 2020-2022 Performance Share Units (PSUs). These RSUs and PSUs will be granted on June 8, 2020. The actual number of units granted will be determined by dividing the planned value of each award by the average of IBM’s closing stock price for the 30 active trading days prior to the date of grant. RSUs will vest 25% on June 8, 2021, 2022, 2023 and 2024, provided Mr. Krishna is an active IBM employee on these dates (unless certain requirements are met to be eligible for continued vesting). PSUs will be adjusted based on performance and will be paid out in February 2023.
Mr. Whitehurst’s base salary is $1.2 million, effective April 6, 2020, the date that Mr. Whitehurst became President of the Company. His 2020 Annual Incentive Target is $1.8 million, prorated for April to December 2020.
Information regarding the structure of IBM’s compensation programs and awards is included in the Company’s proxy statement.
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 1, 2020 | ||
| By: | /s/ Frank Sedlarcik | |
| Frank Sedlarcik | ||
| Vice President, Assistant General Counsel and Secretary | ||
| Trading Symbol(s) | |
| Common Stock |