Marianne C. Brown
Independent
Tenure on this board
New nominee
13 nominees · 8 ballot items.
Election of directors; Ratification of PwC as independent auditor; Advisory (non-binding) vote on executive compensation (Say on Pay); Approval of 2026 Long-Term Performance Plan; Four stockholder proposals on director stock ownership guidelines, right to act by written consent, AI bias report, and report on discrimination in charitable support.
Election of 13 director nominees to serve for one-year terms.
Ratify PricewaterhouseCoopers LLP as IBM’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of IBM’s named executive officers as disclosed in the proxy statement.
Approve the IBM 2026 Long-Term Performance Plan to replace prior equity plans and authorize up to 40,357,987 new shares plus rollover of remaining shares from prior plans.
The proposal asks shareholders to approve the 2026 Long-Term Performance Plan (the 2026 LTPP), which would replace IBM’s prior equity plans and authorize an incremental 40,357,987 shares (plus any remaining shares in the prior plans) for issuance in equity awards to employees, consultants and service providers. Management seeks approval to maintain competitive equity compensation practices, ensure sufficient share reserve for grants over approximately five years based on historical burn rates, and to support strategic objectives such as talent retention and acquisition and M&A integration. The plan contains governance protections including no evergreen increases, prohibition on repricing underwater options without shareholder approval, a minimum one-year vesting requirement (with limited exceptions), CEO holding requirements, and restrictions on dividend equivalents on unvested awards; it allows a broad range of award types (options, SARs, RSUs, PSUs, cash awards) and includes standard adjustment, clawback and change-in-control provisions. The Board and the Executive Compensation and Management Resources Committee recommend FOR, citing benchmarking by their independent consultant Semler Brossy and concerns that without approval IBM would be unable to continue normal equity grant practices and could be competitively disadvantaged. Approving the plan impacts dilution (estimated fully-diluted overhang ~10.16% as of the record date), but management argues the requested reserve is reasonable given IBM’s size, historical burn rate (three‑year average 1.38%), and strategic needs. The proposal is materially significant to executive and employee pay design and long-term alignment with stockholders, and potential investors should weigh the trade-offs between dilution and retention/attraction benefits as well as the plan’s governance safeguards.
Request that IBM require outside directors to personally own non-deferred shares in a significant amount within a specified time (exclude deferred Promised Fee Shares from meeting ownership guidelines).
Request that the board permit stockholders holding the minimum number of votes necessary to act at a meeting to take action by written consent without requiring a meeting.
Request board to issue a report within one year on methods used to eliminate bias from IBM’s AI models and assess risk that fairness adjustments may undermine accuracy.
Request report analyzing benefits, costs, and risks of IBM’s charitable support, assessing whether company partnerships have led to divisive positions; citing concerns about Human Rights Campaign and policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 60,845,605 | $14.7B |
| 2 | STATE STREET CORP | 5.8% | 54,594,493 | $13.2B |
| 3 | BlackRock, Inc. | 3.3% | 31,354,016 | $7.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.9% | 27,660,866 | $6.7B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 20,059,946 | $4.8B |
| 6 | BlackRock, Inc. | 2.1% | 19,304,691 | $4.7B |
| 7 | Capital World Investors | 1.8% | 17,062,453 | $4.1B |
| 8 | BlackRock, Inc. | 0.9% | 8,911,452 | $2.2B |
| 9 | MORGAN STANLEY | 0.9% | 8,401,397 | $2.0B |
| 10 | BANK OF AMERICA CORP /DE/ | 0.8% | 7,074,600 | $1.7B |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.