2021 Notice Of Annual Meeting & Proxy Statement

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2021Notice of Annual Meeting & Proxy Statement

Armonk, New YorkMarch 8, 2021Dear Fellow Stockholders:On behalf of the IBM Board of Directors, you are cordiallyinvited to attend the Annual Meeting of Stockholders onTuesday, April 27, 2021.EMERGING STRONGERAs our clients accelerate their digital transformation journeys asa result of the global pandemic, your Company is well positionedto lead in the era that lies on the other side of this crisis.Since I became your CEO last April, we have increased our focuson helping our clients on the two major transformationaljourneys they are on: hybrid cloud and AI. In 2020, weannounced the separation of our managed infrastructureservices business, closed seven strategic acquisitions andlaunched new industry clouds for banking andtelecommunications. And we rapidly expanded our globalecosystem of partners and transformed our go-to-marketstrategy to better align with our hybrid cloud and AI strategy.I am confident that these decisive moves for future growth willhelp ensure that your Company exits this turbulentperiod stronger.ENGAGING WITH OUR STOCKHOLDERSIn 2020, we continued to build on our relationships with you, ourstockholders. Each year, we seek to engage with investors thatown more than half of the shares that voted at the AnnualMeeting. I participated in this year’s outreach efforts along withour Executive Chairman Ginni Rometty, our independent LeadDirector Mike Eskew and members of our senior management.The information we receive from you during our year-roundengagement is integral to the Board’s decision-making process.Your views help inform our Company’s policies, practices anddisclosures. As reflected within this Proxy Statement, results ofour recent stockholder engagement efforts have led toenhancements in many areas, including: Redesigned executive compensation performance metricsthat emphasize revenue growth Continued focus on environmental, social and governance (ESG)with increased reporting, as well as a diversity modifier addedto the executive compensation program to reinforce continuedimprovement Continued focus on Board diversity Enhanced disclosure of Board oversight practicesACTING WITH ENVIRONMENTAL AND SOCIALRESPONSIBILITYWe know that you, our stockholders, and all of ourstakeholders, including clients, employees, suppliers and thecommunities in which we work, are increasingly focused onenvironmental, social and governance matters. And you shouldknow that we are too. Corporate social responsibility has been ahallmark of IBM’s culture for more than a century and with theevents of 2020, it is more important than ever.This year, we took bold, decisive steps to lead in these areas aswe enter 2021. As you will see in this Proxy Statement: We have committed to the disclosure of additional diversityand inclusion data, including the disclosure of EEO-1 data in2022 after the separation of the managed infrastructureservices business is complete. We supported passage of anti-hate crime legislation. We mobilized IBM and IBMers to help in the global battleagainst COVID-19, with numerous initiatives, includingspearheading the COVID-19 High Performance ComputingConsortium with the White House Office of Science andTechnology Policy and U.S. Department of Energy to provideaccess to the world’s most powerful high-performancecomputing resources in support of COVID-19 research. We set a new goal to reach net zero greenhouse gasemissions by 2030 and updated our goals regardingrenewable electricity and greenhouse gas emissions to reflectour strong progress. We provided stakeholders with comparable ESG data byreporting under the Sustainability Accounting StandardsBoard (SASB) framework.Our long-standing values have served IBM for decades. As theworld continues to battle a global public health crisis, we arecommitted to building upon our strong legacy of responsiblestewardship.I am proud of the work IBMers have done to reshape our futureas a hybrid cloud and AI platform company and help our clientsbuild the digital capabilities they need to thrive. Your Companyis well positioned to emerge from this period stronger.On behalf of the Board of Directors, thank you for yourcontinued investment and support of IBM.Very truly yours,Arvind KrishnaChairman of the Board

Armonk, New YorkMarch 8, 2021A Message from our Lead Director:2020 was an eventful year for our Company, its stakeholders andthe world. As IBM’s independent Lead Director, I am pleased toreport to you that as we enter 2021, IBM is well positioned forsuccess as the leading hybrid cloud and AI company. Let meshare my perspective on our work over the past year andhighlight how the Board continues its efforts to ensure effectiveoversight of your Company. Navigating COVID-19. As the pandemic hit, the health andsafety of IBMers was top priority for the Company. 95% of theIBM workforce transitioned to a work-from-home environmentalmost immediately and helped to ensure the world’s missioncritical systems continued to operate. The Board and each ofthe Committees also continued to meet regularly throughoutthe year, often virtually, with over 99% attendance. And inApril 2020, we held IBM’s first-ever virtual AnnualStockholders Meeting. Oversight of Corporate Strategy. Our Board believes thatengaged oversight of Company strategy is essential to theCompany’s creation of long-term sustainable value.Throughout 2020, we were actively engaged as IBMaccelerated its hybrid cloud and AI strategy. In October, theBoard approved the announcement of the separation of themanaged infrastructure services business. And as we enter2021, we remain focused on the growth of IBM and thesuccessful spin of what will become the world’s leadingmanaged infrastructure provider, NewCo. World-Class Succession Planning. At IBM, 2020 began withthe succession of our Chief Executive Officer. In January, weannounced that Arvind Krishna would become IBM’s 10th ChiefExecutive Officer, effective in April. In December, with theretirement of Ginni Rometty as Executive Chairman, theindependent directors of the Board unanimously elected Arvindto the Chairman position effective January 1, 2021. As you willsee spelled out further within this Proxy Statement, we believethat combining the CEO and Chairman role at this time, to servealong with a robust and independent Lead Director, best servesthe needs of the Company and the stockholders. Independent Board Leadership. An essential component ofthe Board leadership structure is independent leadership. AsIBM’s independent Lead Director, I am responsible for helpingensure that the Board exercises prudent judgment,independent from the management team of the Company. Iperform many duties, as described within this ProxyStatement, to ensure independent and effective oversight.and environmental goals. As the independent Lead Director,I once again participated in this year’s outreach effortsalong with our Executive Chairman, CEO and members ofsenior management. All the feedback was shared with theBoard and incorporated into discussions and decisionsrelated to proxy disclosure, as highlighted on page 5 of thisProxy Statement. Commitment to Sustainability and an Ethical BusinessCulture. IBM has pursued the highest standards ofcorporate responsibility for more than a century, and theBoard is actively engaged in overseeing the Company’ssustainability efforts. Based on feedback from you, in 2020the Board formally adopted a policy stating that theCompany will produce a report annually assessing IBM’sdiversity, equity and inclusion efforts starting this year, andwe agreed that IBM will begin to publish EEO-1 data in2022. As we enter 2021, IBM also continues its decadeslong commitment to addressing environmental issues withnew goals, including net zero greenhouse gas emissions by2030. And, as you will see in this Proxy Statement, we haveadded a new “Environmental and Social Responsibility”section to provide transparency that we believe ourstockholders are seeking.Your Board believes that an ongoing commitment to goodcorporate governance enhances stockholder value,particularly over the long term.We appreciate your investment in IBM and hope that you voteat our Annual Meeting on April 27, 2021.Very truly yours, Award Winning Stockholder Engagement. A key component ofthe Board’s decision-making process is the input we receivefrom you, IBM’s owners. In 2020, we continued our best-inclass engagement program, meeting with numerousstockholders on matters ranging from Company strategy toboard and governance to diversity and inclusion initiativesMichael L. EskewLead Director

Table of Contents2021 Notice of Annual Meeting and Proxy Statement1Proxy Summary2Report of the Audit Committee of theBoard of DirectorsAudit and Non-Audit FeesIntegrated Approach to Stockholder EngagementIBM Board of Directors7373571. Election of Directors for a Term of One Year10Governance and the Board16Committees of the Board16Certain Transactions and Relationships18Corporate Governance19Director Compensation23Delinquent Section 16(a) Reports24Insurance and Indemnification24Ownership of Securities25Environmental and Social Responsibility272020 Executive Compensation312. Ratification of Appointment of IndependentRegistered Public Accounting Firm743. Management Proposal on Advisory Vote onExecutive Compensation (Say on Pay)754. Stockholder Proposal to Have an IndependentBoard Chairman765. Stockholder Proposal on the Right to Act byWritten Consent786. Stockholder Proposal Requesting the CompanyPublish Annually a Report Assessing its Diversity,Equity and Inclusion Efforts80Frequently Asked Questions82Appendix A – Non-GAAP Financial Informationand Reconciliations85ESG HIGHLIGHTSReport of the Executive Compensation andManagement Resources Committee of theBoard of Directors312020 Compensation Discussion and Analysis322020 Summary Compensation Table andRelated Narrative492020 Grants of Plan-Based Awards Table542020 Outstanding Equity Awards at FiscalYear-End Table and Related Narrative552020 Retention Plan Narrative582020 Pension Benefits Narrative612020 Nonqualified DeferredCompensation Narrative652020 Potential Payments UponTermination Narrative69At IBM, trust and corporate responsibility are integral toour business - and our ESG efforts are reflectedthroughout this Proxy Statement. Key topics include:Governance Highlights2Board Diversity4Stockholder Engagement5Climate Change Risk22Environmental and Social Responsibility27Protecting the Environment27Responding to COVID-1928Supporting the IBMer28Operating with Trust and Transparency29Responsibly Advocating Public Policy30

2021 Notice of Annual Meetingand Proxy StatementItems of Business:The Annual Meeting of Stockholders of International BusinessMachines Corporation will be held on Tuesday, April 27, 2021 at10 a.m. Eastern Time in a virtual format. The items of business are:Date:April 27, 2021Time:10 a.m. Eastern Time1. Election of directors proposed by IBM’s Board of Directors for aVirtual www.virtualshareholdermeeting.com/Meeting IBM2021Site:term of one year, as set forth in this Proxy Statement.2. Ratification of the appointment of PricewaterhouseCoopers LLP asIBM’s independent registered public accounting firm.3. Advisory vote on executive compensation.4. Three stockholder proposals, if properly presented at the meeting.These items are more fully described in the following pages, which area part of this Notice.Stockholders of record can vote their shares by using the Internet orthe telephone. Instructions for using these convenient services are setforth on the proxy card or the notice of Internet availability of proxymaterials. If you received your materials by mail, you also may voteyour shares by marking your votes on the enclosed proxy card, signingand dating it, and mailing it in the enclosed envelope. If you will needspecial assistance at the meeting because of a disability, pleasecontact the Office of the Secretary, International Business MachinesCorporation, 1 New Orchard Road, Armonk, NY 10504.Frank SedlarcikVice President and SecretaryYour vote is important.Please vote by following the instructions onyour proxy card or voting instruction form.To express our appreciation for yourparticipation, IBM will make a 1 charitabledonation to Girls Who Code on behalf of everystockholder account that votes this year.Girls Who Code isclosing the gendergap in technologyand changing theimage of what aprogrammer lookslike and does.The proxy materials, including this Proxy Statement, the IBM 2020 Annual Report, which includes the consolidated financial statements, and the proxycard, or the notice of Internet availability of proxy materials, as applicable, are being distributed beginning on or about March 8, 2021 to all stockholdersentitled to vote.Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on April 27, 2021: the Proxy Statement and theAnnual Report to Stockholders are available at www.ibm.com/investor/material/.Websites throughout this Proxy Statement are provided for reference only. Websites referred to herein are not incorporated by reference into thisProxy Statement.2021 Notice of Annual Meeting & Proxy Statement1

Proxy SummaryVoting MattersStockholders will be asked to vote on the following matters at the Annual Meeting:Items of BusinessBoard’s recommendationWhere to find details1. Election of 12 DirectorsFOR all nomineesP. 10-152. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting FirmFORP. 743. Advisory Vote on Executive CompensationFORP. 754. Stockholder Proposal to have an Independent Board ChairmanAGAINSTP. 76-775. Stockholder Proposal on the Right to Act by Written ConsentAGAINSTP. 78-796. Stockholder Proposal Requesting the Company Publish Annually a Report Assessing its Diversity,Equity and Inclusion EffortsFORP. 80-81What’s new?We continue to enhance our governance, compensation, and sustainability practices and disclosures. Among many otheritems, since last year, IBM has: Executed a world-class Chairman and CEO succession process Redesigned the metrics of our 2021 Executive Compensation Programs to emphasize revenue, aligning compensation withIBM’s strategic focus on delivering sustainable growth as a leading hybrid cloud and AI company Added diversity modifier to executive Annual Incentive Program metrics to reinforce continued improvement Set new goal to reach net zero greenhouse gas emissions by 2030 and updated our goals regarding renewable electricityand greenhouse gas emissions to reflect our strong progress in these areas Provided stakeholders with comparable ESG data by reporting under the Sustainability Accounting Standards Board(SASB) framework Committed to disclosure of additional diversity and inclusion data Created a new Environmental and Social Responsibility section in this Proxy StatementGovernance Highlights (PAGE 7)Effective Board leadership, independentoversight and strong corporate governanceStockholder rights and accountability Independent Lead Director with robust and well-definedresponsibilities Majority voting for directors in uncontested elections Executive session led by independent Lead Director at eachBoard meeting Proxy access Proactive Board and Committee refreshment with focus onoptimal mix of skills and experience Annual election of all directors Stockholder special meeting right No stockholder rights plan No supermajority voting provisions Annual review of the Board leadership structure Robust year-round stockholder engagement process Confidential voting Signatory of Commonsense Principles 2.0 Endorser of Investor Stewardship Group Principles Signatory to the Business Roundtable Statement on thePurpose of a Corporation Stockholder right to remove directors22021 Notice of Annual Meeting & Proxy Statement Proxy SummaryNEW

IBM Board of Directors (PAGE 10)Director NomineesIBM’s Board is composed of a diverse, experienced group of global thought, business, and academic leaders.DirectorAgePrimary OccupationDirectorSinceThomas Buberl47Chief Executive Officer, AXA S.A.2020Michael L. EskewLead Director71Retired Chairman and Chief Executive Officer,United Parcel Service, Inc.2005David N. Farr66Chairman, Emerson Electric Co.2012Alex Gorsky60Chairman and Chief Executive Officer,Johnson & Johnson2014Michelle J. Howard60Retired Admiral, United States Navy2019Arvind Krishna58Chairman and Chief Executive Officer, IBM2020Andrew N. Liveris66Retired Chairman and Chief Executive Officer,The Dow Chemical Company2010F. William McNabb III63Retired Chairman and Chief Executive Officer,The Vanguard Group, Inc.2019Martha E. Pollack62President, Cornell University2019Joseph R. Swedish69Retired Chairman, President and Chief ExecutiveOfficer, Anthem, Inc.2017Peter R. Voser62Retired Chief Executive Officer, Royal Dutch Shellplc and Chairman, ABB Ltd.2015Frederick H. Waddell67Retired Chairman and Chief Executive Officer,Northern Trust Corporation2017Number of meetings held in ips10450Audit:Directors and Corporate Governance:Executive Compensation and Management Resources:Executive:Audit Committee Financial Expert:2021 Notice of Annual Meeting & Proxy Statement Proxy Summary3

Optimal Mix of Skills and Experience ofDirector NomineesPublic Company BoardIBM’s directors collaboratively contribute significant experiencein the areas most relevant to overseeing the Company’sbusiness and strategy.Organizational Leadership and Managementm m m m m m m m m m m m 12 of 12The skills and experience of our board include, but is not limited to:mmmmmmmmmmmm Industry leaders with deep executive and oversight experience;Finance/Public Company CFO Global operational experience to oversee a business of IBM’sscale, scope, and complexity;mmmmmmmmmmmm9 of 12Global Business Operations10 of 12mmmmmmmmmmmm6 of 12Technology, Cybersecurity or Digital Technology, cybersecurity and digital transformation experience;mmmmmmmmmmmm Key insight into IBM’s regulatory environment; andGovernment/Public Policy Diversity of backgrounds and experiencesmmmmmmmmmmmm12 of 1212 of 12Board of Directors SnapshotBoard Refreshment inthe Past 4 Years2020 Board andCommittee Meetings 50%Director NomineeIndependence92%282020 Board andCommittee MeetingAttendance 99%Strong Board DiversityThe Board includes directors who have a deep understanding of our business and members who bring new skills and freshperspectives. We have a deliberate mix of age and tenure on the Board, which reflects our commitment to ongoing and proactiveBoard refreshment.Gender and Ethnic DiversityTenure of Director Nominees37 Directors 5 years25%Diverse3 Directors5-10 years2In the last 3 years:2 women directors added2 ethnically diverse directors added42021 Notice of Annual Meeting & Proxy Statement Proxy Summary72 Directors 10 yearsAverage Tenure is 5.3 years

Integrated Approach to Stockholder EngagementIBM’s Award Winning Year-Round Engagement ProcessOffer in-season engagement to stockholders owning, in the aggregate, a majority of sharesthat vote each yearEngaging withStockholdersIn 2020, engaged with 70% of institutional investors and 250,000 retail investors leading upto the Annual MeetingOff-Season engagement offered to stockholders owning, in the aggregate, more than 50% ofshares that vote each year and met with many that voted at the 2020 Annual MeetingRobustConversationsEnhancingPracticesIBM customizes its engagements by aligning discussion topics with stockholders’ areas ofinterest, including:BusinessStrategy andFinanceBoard andCorporateGovernanceHuman CapitalManagementand ExecutiveCompensationCorporate SocialResponsibility andEnvironmentalAffairsAI EthicsStockholder feedback is integrated into boardroom discussions and helps to inform theBoard’s decisions and the Company’s practices and disclosuresTo encourage stockholder participation in the Annual Meeting, IBM made a 300,000charitable donation to Jobs for the Future in 2020 by donating 1 on behalf of everystockholder account that voted in 2020Outcomes of Stockholder EngagementBOARD AND GOVERNANCEEXECUTIVE COMPENSATION Continued focus on Board diversity with 2 women directorsand 2 ethnically diverse directors added in the last 3 years 2021 executive compensation performance metricsredesigned to emphasize revenue growth Active Board refreshment with more than 50% of the Boardadded in the last 4 years Added diversity modifier to executive Annual IncentiveProgram metrics Executed world-class Chairman and CEO succession process New CEO Target Incentive at 200% of base, in line withthe market Enhanced disclosure of Board oversight practicesESG REPORTING AND HUMAN CAPITAL MANAGEMENT Provided stakeholders with comparable ESG data by reporting under the Sustainability Accounting Standards Board (SASB)framework Board formally adopted a policy committing the Company to report annually on the effectiveness of our diversity and inclusionprograms; the first report will be published in the second quarter of 2021 Commitment to publish EEO-1 data in 2022 after the completion of the Company’s spin-off of its managed infrastructureservices business2021 Notice of Annual Meeting & Proxy Statement Proxy Summary5

Business HighlightsIn 2020, IBM took substantial actions to focus on hybrid cloud and AI capabilities and redefine itself as a platform-centric companypositioned to drive sustainable growth. The Company expanded gross profit margin in the year, generated strong free cash flowrealization, and reshaped the portfolio, including the announcement to separate the managed infrastructure services business intoa new market-leading public company.2020 Performance HighlightsRevenue 73.6BGrew Cloud revenues to over 25 billion with strong double-digit growth year over year,now comprising 34% of total IBM revenueExpanded our hybrid cloud platform to over 2,800 clients and 260 Global BusinessServices (GBS) engagementsRed Hat delivered strong double-digit normalized (non-GAAP) revenue growth driven bysubscription bookings. Backlog grew over 20% at actual rates exceeding 5 billion for the firsttimeAnnounced strategic acquisitions across Cloud and Cognitive Software and GBS focusedon expanding our hybrid cloud and AI capabilitiesGross Profit Margin48.3%Net Income fromContinuing Operations 5.5BCash from Operations 18.2BExpanded full year GAAP gross margin 100 basis points and non-GAAP operating grossmargin 130 basis points, reflecting a continued shift to higher value businesses andimproved services productivityGenerated 5.5 billion in GAAP net income and non-GAAP operating net income of 7.8 billion, including a 2.0 billion pre-tax charge for structural actions in 4QGAAP cash from operations of over 18 billion was up 3.4 billion year over year driven bystrong cash management and actions taken to optimize our financing portfolioGenerated free cash flow of about 11 billion with realization well above 100%Increased the dividend for the 25th consecutive year, returning 5.8 billion tostockholdersCompensation Highlights (PAGE 32)Our compensation strategy supports IBM’s high value business modelWhat We DoTie a significant portion of pay to Company performanceMitigate risk taking by emphasizing long-term equityincentives, placing caps on potential payments, andmaintaining robust clawback provisionsRequire significant share ownership by the Chairmanand CEO, President, Vice Chairman, Executive VicePresident and Senior Vice PresidentsUtilize noncompetition and nonsolicitation agreementsfor senior executivesRemove impact of share repurchase onexecutive incentives62021 Notice of Annual Meeting & Proxy Statement Proxy SummaryWhat We Don’t DoNo individual severance or change-in-control agreementsfor executive officersNo excise tax gross-ups for executive officersNo dividend equivalents on unearned RSUs/PSUsNo hedging/pledging of IBM stockNo stock option repricing, exchanges or options grantedbelow market valueNo guaranteed incentive payouts for executive officersNo accelerated vesting of equity awards forexecutive officersNo above-market returns on deferredcompensation plans

IBM Board of DirectorsOverviewIBM’s Board of Directors is responsible for supervision of the overall affairs of IBM. Following the Annual Meeting in 2021, theBoard will consist of 12 directors. In between annual meetings, the Board has the authority under the by-laws to increase ordecrease the size of the Board and to fill vacancies.Director Selection ProcessThe Directors and Corporate Governance Committee is responsible for leading the search for qualified individuals for election asdirectors to ensure the Board has the optimal mix of skills, expertise, experience, and diversity of backgrounds. The Committeerecommends candidates to the full Board for election.The Board believes that the following core attributes are key to ensuring the continued vitality of the Board and excellence inthe execution of its duties:diversity of background,including gender, ethnicity,talents and perspectivesexperience as a leader of abusiness, firm or institutionmature and practical judgmentthe ability to comprehend andanalyze complex matters,including digital innovationeffective interpersonal andcommunication skillsstrong character and integrityThe Committee and the Board identify candidates through a variety of means, including: recommendations from members of the Committee andthe full Board suggestions from IBM management a third-party search firm, from time to time information the Committee requests from the Secretaryof IBM2021 Notice of Annual Meeting & Proxy Statement IBM Board of Directors7

Director Skills and QualificationsThe IBM Board is composed of a diverse group of members, all leaders in their respective fields. All current directors haveleadership experience at major domestic and international organizations with operations inside and outside the United States, atacademic or research institutions, or in government. Directors also have deep industry expertise as leaders of organizations withinsome of the Company’s most important client industries and constituencies.Building the Right Board for IBM: Key Director AttributesBusiness Operation,Innovation,Transformation andDigital Experience100% of IBM Directors have ledcomplex organizationsFor over a century, IBM hascontinuously reinvented itself tohelp its clients move from oneera to the next. The ability tocomprehend and analyzecomplex matters, includingtechnology, is key to the IBMBoard’s oversight of theCompany’s innovation and digitaltransformation. All IBM directorshave led large organizations,crucial experience forunderstanding and overseeingthe scale, scope, and complexityof IBM’s business.Industry ExpertiseDirector-wide industryexperience includes: Information Technology Financial Services andInsurance Healthcare Pharmaceuticals Energy Chemicals Transport and Logistics Manufacturing Private Equity Research and Development GovernmentIBM uniquely combines innovativetechnology with deep industryexpertise, underpinned by security,trust, and responsible stewardship.IBM’s directors have experienceleading organizations in a variety ofindustries that enhance theBoard’s knowledge. Theirperspectives on contemporarybusiness issues and experiencerunning data-intensiveorganizations are an asset to theCompany and to our stockholders.Diverse and GlobalPerspectiveEvery IBM Director hasinternational experienceIBM conducts business aroundthe globe. Our business successis derived from an understandingof diverse businessenvironments and economicconditions and a broadperspective on global businessopportunities. The Board’sdiversity and internationalexperience is crucial for IBM,which operates in more than 175countries around the world.The Directors and Corporate Governance Committee and the Board believe that the above-mentioned attributes, along with theleadership skills and other experiences of the Board members described below, provide IBM with the perspectives and judgmentnecessary to guide IBM’s strategies and oversee their execution.82021 Notice of Annual Meeting & Proxy Statement IBM Board of Directors

IBM BOARD OF DIRECTORS – EXPERIENCE AND SKILLS OF DIRECTOR nalLeadershipU.S.BusinessandManagement OperationsGlobalBusinessOperationsCFOSpecific RiskOversight/Risk Technology,Management CybersecurityExposureor iations orPublic PolicyPublicBoardGender/EthnicDiversityThomas BuberlMichael L. EskewDavid N. FarrAlex GorskyMichelle J. HowardArvind KrishnaAndrew N. LiverisF. William McNabb IIIMartha E. PollackJoseph R. SwedishPeter R. VoserFrederick H. WaddellThe following client industries provide a snapshot into the manykey and diverse industries in which our directors have relevantexperience. Many of our directors have experience in multipleclient industries.Healthcare:Financial Services & Insurance:Transport & Logistics:Energy:Manufacturing:Research & Development:Government:Information Technology:Chemicals:2021 Notice of Annual Meeting & Proxy Statement IBM Board of Directors9

1. Election of Directors for a Term of One YearThe Board proposes the election of the following director nominees for a term of one year. Below is information about eachnominee, including biographical data for at least the past five years. If one or more of these nominees become unavailable toaccept a nomination or election as a director, the individuals named as proxies on the proxy card will vote the shares that theyrepresent for the election of such other persons as the Board may recommend, unless the Board reduces the number of directors.Sidney Taurel is not a nominee for election, and his term on the Board will end in April. We are very grateful to him for his manyvaluable contributions and will miss his participation.Tho

2021 Notice of Annual Meeting and Proxy Statement Items of Business: The Annual Meeting of Stockholders of International Business Machines Corporation will be held on Tuesday, April 27, 2021 at 10 a.m. Eastern Time in a virtual format. The items of business are: 1. Election of directors pr

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