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IBM · Current Report (Form 8-K) · Filed May 1, 2026

International Business Machines Corp — Current Report (Form 8-K)

Form
8-K
Filed
May 1, 2026
Period
Apr 28, 2026
Ticker
IBM
Accession
0000051143-26-000043
International Business Machines Corp on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

IBM stockholders approved the 2026 Long-Term Performance Plan. The board size was reduced to thirteen after Frederick Waddell's term ended.

About International Business Machines Corp
Market cap
$309.4B
1Y TSR
−10.1%
3Y TSR
+26.2%
Board grade
B-
Sector
Technology
CEO
Arvind Krishna
Last annual meeting: Apr 28, 2026 · View full International Business Machines Corp profile →
ibm-20260428

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 28, 2026
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-236013-0871985
(State of Incorporation)(Commission File Number)(IRS employer Identification No.)
One New Orchard Road
Armonk, New York
10504
(Address of principal executive offices)(Zip Code)
914-499-1900
(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 classTrading symbol(s)Name of each exchange on which registered
Capital stock, par value $.20 per shareIBMNew York Stock Exchange
NYSE Texas
0.300% Notes due 2026IBM 26BNew York Stock Exchange
1.250% Notes due 2027IBM 27BNew York Stock Exchange
3.375% Notes due 2027IBM 27FNew York Stock Exchange
0.300% Notes due 2028IBM 28BNew York Stock Exchange
1.750% Notes due 2028IBM 28ANew York Stock Exchange
1.500% Notes due 2029IBM 29New York Stock Exchange
0.875% Notes due 2030IBM 30ANew York Stock Exchange
2.900% Notes due 2030IBM 30CNew York Stock Exchange
1.750% Notes due 2031IBM 31New York Stock Exchange
3.000% Notes due 2031IBM 31ANew York Stock Exchange
3.625% Notes due 2031IBM 31BNew York Stock Exchange
0.650% Notes due 2032IBM 32ANew York Stock Exchange
3.150% Notes due 2033IBM 33ANew York Stock Exchange
3.450% Notes due 2034IBM 34ANew York Stock Exchange
1.250% Notes due 2034IBM 34New York Stock Exchange
3.750% Notes due 2035IBM 35New York Stock Exchange
3.450% Notes due 2037IBM 37New York Stock Exchange
3.850% Notes due 2038IBM 38BNew York Stock Exchange
4.875% Notes due 2038IBM 38New York Stock Exchange
1.200% Notes due 2040IBM 40New York Stock Exchange
4.000% Notes due 2043IBM 43New York Stock Exchange
3.800% Notes due 2045IBM 45ANew York Stock Exchange
Floating Rate Notes due 2028IBM 28ENew York Stock Exchange
6.22% Debentures due 2027IBM 27New York Stock Exchange
6.50% Debentures due 2028IBM 28New York Stock Exchange
5.875% Debentures due 2032IBM 32DNew York Stock Exchange
7.00% Debentures due 2045IBM 45New York Stock Exchange
7.125% Debentures due 2096IBM 96New York Stock Exchange
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(e). Compensatory Arrangements of Certain Officers.
On April 28, 2026, the IBM 2026 Long-Term Performance Plan (the “Plan”) was approved by the stockholders of International Business Machines Corporation ("IBM" or the "Company") at its 2026 Annual Meeting of Stockholders (the "Annual Meeting") held on that date. The Plan was previously approved by the Company's Board of Directors (the “Board”) on February 24, 2026, subject to stockholder approval.
The Plan authorizes certain incentive compensation awards to be granted to employees (including the officers of the Company) and independent contractors providing services to the Company and its subsidiaries, subject to the terms and conditions of the Plan. The types of awards that may be granted under the Plan include stock options, SARs, restricted stock, RSUs, PSUs, and other stock-based or cash-based awards.
A detailed summary of the Plan is described under "Approval of 2026 Long-Term Performance Plan" of the Company's definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 10, 2026 (the "2026 Proxy Statement"), and is incorporated herein by reference. Such summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is included in the 2026 Proxy Statement as Appendix B.
Item 5.03(a). Amendment to By-laws.
As disclosed in the Company’s 2026 Proxy Statement, Frederick H. Waddell was not a nominee for election at the Company’s Annual Meeting held on April 28, 2026, and his term on the Board ended. As a result, Article III, Section 2 of the Company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 28, 2026. The full text of IBM’s By-Laws, as amended effective April 28, 2026, is included as Exhibit 3.2 to this report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) IBM held its Annual Meeting on April 28, 2026. Below are the final voting results. For more information on the following proposals, see IBM’s 2026 Proxy Statement dated March 10, 2026, the relevant portions of which are incorporated herein by reference.
(b) Election of Directors for a Term of One Year:

DIRECTORFORAGAINSTABSTAINBROKER
NON-VOTES
M.C. Brown566,629,43820,614,9343,301,846153,795,179
T. Buberl571,971,42115,580,4992,994,298153,795,179
D.N. Farr563,836,70723,572,3433,137,168153,795,179
A. Gorsky576,449,34011,120,3222,976,556153,795,179
M.J. Howard581,408,3456,354,0532,783,820153,795,179
A. Krishna550,735,37037,035,1452,775,703153,795,179
R. Laguarta576,049,53411,492,8433,003,841153,795,179
A.N. Liveris509,517,36377,131,2253,897,630153,795,179
F.W. McNabb III579,894,4237,619,4573,032,338153,795,179
M. Miebach580,393,8837,148,2173,004,118153,795,179
M.E. Pollack581,101,9036,775,7312,668,584153,795,179
P.R. Voser567,427,04820,099,7913,019,379153,795,179
A.W. Zollar565,396,04821,774,3033,375,867153,795,179



2

Ratification of Appointment of Independent Registered Public Accounting Firm:

For696,575,07294.0 %
Against44,126,7306.0 %
Abstain3,639,595

Management Proposal on Advisory Vote on Executive Compensation (Say on Pay):

For549,921,10894.2 %
Against33,951,0595.8 %
Abstain6,674,051
Broker Non-Votes153,795,179

Management Proposal on 2026 Long-Term Performance Plan:

For443,997,15375.8 %
Against141,393,34024.2 %
Abstain5,155,725
Broker Non-Votes153,795,179

Stockholder Proposal Requesting a Change to IBM’s Outside Director Stock Ownership Guidelines:

For25,236,5924.4 %
Against554,331,29595.6 %
Abstain10,978,331
Broker Non-Votes153,795,179

Stockholder Proposal Requesting a Right to Act by Written Consent:

For217,600,18637.3 %
Against366,073,63662.7 %
Abstain6,872,396
Broker Non-Votes153,795,179

Stockholder Proposal Requesting a Report on AI Bias:

For14,185,7992.4 %
Against565,479,50797.6 %
Abstain10,880,912
Broker Non-Votes153,795,179

Stockholder Proposal Requesting a Report on Discrimination in Charitable Support:

For12,738,2232.2 %
Against567,012,84097.8 %
Abstain10,795,155
Broker Non-Votes153,795,179

3

Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
Exhibit No.Description of Exhibit
3.2

The following exhibit is being filed as part of this report:
Exhibit No.Description of Exhibit
104Cover 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.
4

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: May 1, 2026
By:
/s/ Jane P. Edwards
Jane P. Edwards
Vice President, Assistant General Counsel and Secretary
5
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Frequently asked questions

When did International Business Machines Corp file this 8-K?
International Business Machines Corp (IBM) filed this Current Report (Form 8-K) with the SEC on May 1, 2026. The accession number assigned by EDGAR is 0000051143-26-000043.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
IBM stockholders approved the 2026 Long-Term Performance Plan. The board size was reduced to thirteen after Frederick Waddell's term ended. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find International Business Machines Corp's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K International Business Machines Corp has filed under CIK 51143, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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