IBM (IBM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 28, 2026, to be held virtually, with voting on directors, auditor ratification, executive compensation, a new long-term performance plan, and four shareholder proposals.

• 2025 saw 8% revenue growth to $67.5B, with over 75% of business in Software and Consulting, and significant investments in AI and hybrid cloud.

• Board and management emphasize innovation, responsible AI, and strong governance, with robust shareholder engagement and feedback integration.

Voting matters and shareholder proposals

• Board recommends voting FOR all 13 director nominees, auditor ratification, executive compensation, and the 2026 long-term performance plan.

• Board recommends voting AGAINST four shareholder proposals: changes to director stock ownership, right to act by written consent, report on AI bias, and report on discrimination in charitable support.

Board of directors and corporate governance

• Board consists of 13 diverse, highly experienced directors, 92% independent, with an average tenure of 7 years and average age of 65.

• Board refreshment included the addition of Ramon Laguarta, CEO of PepsiCo.

• Committees include Audit, Directors and Corporate Governance, and Executive Compensation and Management Resources, all composed of independent directors.

• Annual board and committee self-evaluations, led by the independent Lead Director, ensure effectiveness and best practices.