International Business Machines Corp 8-K, filed Apr 28, 2023
International Business Machines Corp (IBM)
About this 8-K
International Business Machines Corp filed this 8-K on April 28, 2023, reporting on events of April 25, 2023.
Items reported
- Item 5.07: Shareholder vote results
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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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | International Business Machines Corporation (IBM) held its Annual Meeting of Stockholders on April 25, 2023. Below are the final voting results. For more information on the following proposals, see IBM’s proxy statement dated March 6, 2023, the relevant portions of which are incorporated herein by reference. |
| (b) | Election of Directors for a Term of One Year: |
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||
| T. Buberl | 512,938,059 | 29,221,306 | 4,831,260 | 164,794,901 | ||||||||||||
| D.N. Farr | 525,445,505 | 16,786,535 | 4,758,585 | 164,794,901 | ||||||||||||
| A. Gorsky | 530,806,363 | 11,360,788 | 4,823,474 | 164,794,901 | ||||||||||||
| M. Howard | 534,179,037 | 8,574,849 | 4,236,739 | 164,794,901 | ||||||||||||
| A. Krishna | 505,873,533 | 34,836,666 | 6,280,426 | 164,794,901 | ||||||||||||
| A.N. Liveris | 422,010,726 | 120,202,024 | 4,777,875 | 164,794,901 | ||||||||||||
| F.W. McNabb III | 532,242,822 | 9,899,841 | 4,847,962 | 164,794,901 | ||||||||||||
| M.E. Pollack | 530,369,790 | 12,374,583 | 4,246,252 | 164,794,901 | ||||||||||||
| J.R. Swedish | 527,673,693 | 14,406,005 | 4,910,927 | 164,794,901 | ||||||||||||
| P.R. Voser | 525,560,975 | 16,573,474 | 4,856,176 | 164,794,901 | ||||||||||||
| F.H. Waddell | 521,167,150 | 20,923,516 | 4,899,959 | 164,794,901 | ||||||||||||
| A.W. Zollar | 513,705,842 | 28,644,752 | 4,640,031 | 164,794,901 | ||||||||||||
Ratification of Appointment of Independent Registered Public Accounting Firm:
| For | 677,257,028 | 95.7 | % | |||||
| Against | 30,242,880 | 4.3 | % | |||||
| Abstain | 4,285,618 |
Management Proposal on Advisory Vote on Executive Compensation (Say on Pay):
| For | 491,622,783 | 91.1 | % | |||||
| Against | 48,189,139 | 8.9 | % | |||||
| Abstain | 7,178,703 | |||||||
| Broker Non-Votes | 164,794,901 |
Management Proposal on Advisory Vote Regarding the Frequency of the Advisory Vote on Executive Compensation:
| 1 Year | 527,777,033 | 97.4 | % | |||||
| 2 Years | 3,789,154 | 0.7 | % | |||||
| 3 Years | 10,416,940 | 1.9 | % | |||||
| Abstain | 5,007,498 | |||||||
| Broker Non-Votes | 164,794,901 |
| (d) | Based on the results of the vote regarding Frequency of the Advisory Vote on Executive Compensation, the company will continue to provide an advisory vote on executive compensation on an annual basis. |
Stockholder Proposal to Have an Independent Board Chairman:
| For | 140,148,653 | 25.9 | % | |||||
| Against | 400,195,753 | 74.1 | % | |||||
| Abstain | 6,646,219 | |||||||
| Broker Non-Votes | 164,794,901 |
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Stockholder Proposal Requesting a Public Report on Lobbying Activities:
| For | 246,734,678 | 48.1 | % | |||||
| Against | 265,968,245 | 51.9 | % | |||||
| Abstain | 34,287,702 | |||||||
| Broker Non-Votes | 164,794,901 |
Stockholder Proposal Requesting a Public Report on Congruency in China Business Operations and ESG Activities:
| For | 37,861,833 | 7.1 | % | |||||
| Against | 494,522,985 | 92.9 | % | |||||
| Abstain | 14,605,807 | |||||||
| Broker Non-Votes | 164,794,901 |
Stockholder Proposal Requesting a Public Report on Harassment and Discrmination Prevention Efforts:
| For | 177,324,491 | 33.1 | % | |||||
| Against | 358,972,828 | 66.9 | % | |||||
| Abstain | 10,693,306 | |||||||
| Broker Non-Votes | 164,794,901 |
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.
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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: April 28, 2023 | ||
| By: | /s/ Frank Sedlarcik | |
| Frank Sedlarcik | ||
| Vice President, Assistant General Counsel and Secretary | ||
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