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IBM (NYSE: IBM) investors approve 2026 pay plan, elect board, reject AI report bids

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8-K

Rhea-AI Filing Summary

International Business Machines Corporation held its 2026 Annual Meeting of Stockholders on April 28, 2026. Stockholders approved the IBM 2026 Long-Term Performance Plan, which allows the company to grant stock options, RSUs, PSUs and other stock- or cash-based incentives to employees and certain contractors.

Following director Frederick H. Waddell’s departure, IBM amended its By-Laws to set the Board size at thirteen directors, effective April 28, 2026. All director nominees standing for election were elected for one-year terms, and stockholders ratified the independent auditor and approved the advisory vote on executive compensation.

Stockholders rejected several stockholder proposals, including changes to outside director stock ownership guidelines, a right to act by written consent, and requests for reports on AI bias and on discrimination in charitable support.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay support 549,921,108 votes for (94.2%) Advisory vote on executive compensation at 2026 Annual Meeting
2026 Long-Term Performance Plan approval 443,997,153 votes for (75.8%) Management proposal on incentive compensation plan
Auditor ratification support 696,575,072 votes for (94.0%) Ratification of independent registered public accounting firm
Written consent proposal support 217,600,186 votes for (37.3%) Stockholder proposal on right to act by written consent
AI bias report proposal support 14,185,799 votes for (2.4%) Stockholder proposal requesting a report on AI bias
Board size after amendment 13 directors By-Laws amended effective April 28, 2026
2026 Long-Term Performance Plan financial
"On April 28, 2026, the IBM 2026 Long-Term Performance Plan (the “Plan”) was approved"
restricted stock units (RSUs) financial
"The types of awards that may be granted under the Plan include stock options, SARs, restricted stock, RSUs, PSUs"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
performance share units (PSUs) financial
"The types of awards that may be granted under the Plan include stock options, SARs, restricted stock, RSUs, PSUs"
Broker Non-Votes regulatory
"Broker Non-Votes | 153,795,179"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on executive compensation financial
"Management Proposal on Advisory Vote on Executive Compensation (Say on Pay)"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm regulatory
"Ratification of Appointment of Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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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 By-laws of IBM, as amended through April 28, 2026

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

Source: View Original Filing on SEC EDGAR

FAQ

What did IBM (IBM) stockholders approve at the 2026 Annual Meeting?

IBM stockholders approved the 2026 Long-Term Performance Plan and the advisory vote on executive compensation. They also ratified the independent registered public accounting firm and elected all nominated directors to one-year terms, reinforcing the company’s existing governance and compensation structures.

How did IBM (IBM) shareholders vote on the 2026 Long-Term Performance Plan?

IBM’s 2026 Long-Term Performance Plan was approved with 443,997,153 votes for, 141,393,340 against, and 5,155,725 abstentions. This plan authorizes stock-based and cash-based incentive awards for employees and certain contractors, aligning compensation opportunities with the company’s long-term performance goals.

What change did IBM (IBM) make to its Board size and why?

IBM amended its By-Laws to set the number of directors at thirteen after Frederick H. Waddell was not a nominee and his term ended. This adjustment, effective April 28, 2026, simply updates the Board size to reflect the current slate of serving directors.

Were IBM’s (IBM) executive pay practices supported by shareholders?

Yes. On the advisory say-on-pay vote, IBM received 549,921,108 votes for and 33,951,059 against, with 6,674,051 abstentions. This strong support indicates shareholders generally agree with the company’s disclosed executive compensation programs and policies for the covered period.

How did IBM (IBM) investors vote on stockholder governance proposals?

Stockholders voted against several governance-related proposals. A written consent right received 217,600,186 votes for and 366,073,636 against, while changes to outside director stock ownership guidelines and requests for AI bias and charitable discrimination reports all drew overwhelming opposition from the voting shares present.

Did IBM (IBM) shareholders ratify the company’s independent auditor?

Yes. The proposal to ratify IBM’s independent registered public accounting firm received 696,575,072 votes for and 44,126,730 against, with 3,639,595 abstentions. This outcome supports continuing the existing external audit relationship for the referenced period, as described in the company’s proxy materials.

Which IBM (IBM) director nominees were elected and with what general support?

All listed director nominees, including A. Krishna, A. Gorsky, M.C. Brown, and others, were elected for one-year terms. Each received hundreds of millions of votes in favor, with significantly fewer votes against or abstentions, indicating broad shareholder backing for the current Board slate.

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