International Business Machines Corp

1. 1

   Election of directors for a term of one year

   ManagementBoard: FOR

   Election of 13 director nominees to serve for one-year terms.

2. 2

   Ratification of appointment of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as IBM’s independent registered public accounting firm for 2026.

3. 3

   Advisory vote on executive compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of IBM’s named executive officers as disclosed in the proxy statement.

4. 4

   Approval of 2026 long-term performance plan

   ManagementBoard: FOR

   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.

   More detail

   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.

5. 5

   Stockholder proposal requesting a change to IBM’s outside director stock ownership guidelines

   Shareholder — Theron Marshall HoytBoard: AGAINST

   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).

6. 6

   Stockholder proposal requesting a right to act by written consent

   Shareholder — John CheveddenBoard: AGAINST

   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.

7. 7

   Stockholder proposal requesting a report on AI bias

   Shareholder — National Center for Public Policy ResearchBoard: AGAINST

   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.

8. 8

   Stockholder proposal requesting a report on discrimination in charitable support

   Shareholder — The Heritage Foundation (represented by Bowyer ResearchBoard: AGAINST

   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.

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When is the International Business Machines Corp 2026 annual meeting?

International Business Machines Corp (IBM) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the International Business Machines Corp 2026 meeting?

The record date for the International Business Machines Corp 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for International Business Machines Corp's 2026 meeting?

The board is presenting 13 director nominees at the International Business Machines Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the International Business Machines Corp 2026 meeting?

Shareholders will vote on 8 proposals at the International Business Machines Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.