International Business Machines Corp 8-K, filed Jan 29, 2021
International Business Machines Corp (IBM)
About this 8-K
International Business Machines Corp filed this 8-K on January 29, 2021, reporting on events of January 26, 2021.
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)
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 2020 Proxy Statement. Further information regarding the structure of compensation programs and awards will be included in the Company’s 2021 Proxy Statement.
| 2021 Cash | 2021 Long-Term Incentive Award* | |||||||||||||||||||
| 2020 Annual Incentive Payout | Salary Rate | Annual Incentive Target | Performance Share Units | Restricted Stock Units | ||||||||||||||||
| A. Krishna** | $ | 2,181,000 | $ | 1,500,000 | $ | 3,000,000 | $ | 8,937,500 | $ | 4,812,500 | ||||||||||
| V. M. Rometty*** | $ | 4,250,000 | -- | -- | -- | -- | ||||||||||||||
| J. J. Kavanaugh | $ | 1,176,300 | $ | 968,000 | $ | 1,307,000 | $ | 5,362,500 | $ | 2,887,500 | ||||||||||
| M. J. Schroeter**** | $ | 358,133 | N/A | N/A | N/A | N/A | ||||||||||||||
| J. E. Kelly III*** | $ | 820,400 | -- | -- | -- | -- | ||||||||||||||
| M. H. Browdy | $ | 1,109,520 | $ | 894,000 | $ | 1,206,000 | $ | 3,087,500 | $ | 1,662,500 | ||||||||||
* The Long-Term Incentive Awards will be granted on June 8, 2021. The actual number of 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 performance share units will be paid out in February 2024. The restricted stock units will vest 25% per year on each anniversary of the date of grant. Additional information about equity grants is provided in the Company’s Proxy Statement.
** As previously disclosed by the Company, Mr. Krishna was elected Chief Executive Officer of the Company, effective April 6, 2020 and Chairman of the IBM Board of Directors, effective January 1, 2021.
*** As previously disclosed by the Company, Mrs. Rometty and Dr. Kelly retired on December 31, 2020.
****As previously disclosed by the Company, Mr. Schroeter retired on June 30, 2020. In January 2021, he rejoined the Company in a non-Executive Officer role as Chief Executive Officer of the independent company that will be created following the separation of the Company's Managed Infrastructure Services business.
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.
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Date: January 29, 2021 |
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| By: | /s/ Frank Sedlarcik | |
| Frank Sedlarcik | ||
| Vice President, Assistant General Counsel and Secretary | ||