International Business Machines Corp 8-K, filed Jul 31, 2023
International Business Machines Corp (IBM)
About this 8-K
International Business Machines Corp filed this 8-K on July 31, 2023, reporting on events of July 25, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (Commission File Number) | (IRS employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
| NYSE | ||||
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(d). Election of Directors.
On July 31, 2023, IBM announced that Michael Miebach, Chief Executive Officer of Mastercard Incorporated, has been elected to the IBM Board of Directors, effective October 30, 2023. Mr. Miebach will join the Directors and Corporate Governance Committee.
IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 6, 2023. The press release is attached as Exhibit 99.1 of this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as part of this report:
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated July 31, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 31, 2023 | ||
| By: | /s/ Frank Sedlarcik | |
| Frank Sedlarcik | ||
| Vice President, Assistant General Counsel and Secretary | ||
Exhibit 99.1
| Contact: | Tim Davidson | |
| 914-844-7847 | ||
| tfdavids@us.ibm.com |
IBM Elects Michael Miebach to its Board of Directors
ARMONK, N.Y., July 31, 2023 . . . The IBM (NYSE: IBM) board of directors has elected Michael Miebach to the board, effective October 30, 2023.
Michael Miebach, 55, is the chief executive officer of Mastercard Incorporated and a member of its board of directors. An innovator and technologist, Mr. Miebach has led Mastercard, a global technology company in the payments industry, since January 2021. Previously Mastercard’s chief product officer,Mr. Miebach has deep experience in digital transformation, cybersecurity and delivering data-driven insights.
Arvind Krishna, IBM chairman and chief executive officer, said: “We are delighted that Michael Miebach will join the IBM board of directors. Michael is an accomplished technologist and international business leader. His insights and experience will strongly benefit IBM and its shareholders.”
Mr. Miebach is a member of the Business Roundtable, the Business Council and the International Business Council of the World Economic Forum. He is a trustee of the United States Council for International Business and also serves on the United States Treasury Advisory Committee on Racial Equity.
Mr. Miebach holds a Master of Business Administration from the University of Passau in Germany.
# # #