International Business Machines Corporation has released its 2026 proxy statement ahead of the virtual Annual Meeting on April 28, 2026. Stockholders will vote on electing 13 directors, ratifying PricewaterhouseCoopers as auditor, an advisory say-on-pay vote, a new 2026 long-term performance plan, and four stockholder proposals.
The filing highlights IBM’s 2025 performance, including revenue of $67.5 billion, 8% growth, a 58% gross profit margin, and $13.2 billion in cash from operations, supporting $14.7 billion in free cash flow, about $8 billion spent on 10 acquisitions, and over $6 billion in dividends. IBM emphasizes its hybrid cloud and AI strategy, strong board independence (92% of 13 nominees), board refreshment, and a new relative total shareholder return modifier in long-term incentives to align pay with sustainable stockholder returns and responsible AI-focused governance.
INTERNATIONAL BUSINESS MACHINES CORP director Ramon Laguarta filed an initial ownership report indicating that he currently holds no securities of the company. The filing states that no securities are beneficially owned and shows a post-reporting balance of 0 shares held directly.
International Business Machines Corporation filed a current report to document a corporate governance change. In connection with the election of Ramon Laguarta to the Board of Directors, IBM amended Article III, Section 2 of its By-laws to increase the number of directors to fourteen, effective March 1, 2026. The amended By-laws are included as an exhibit to the report, along with the required cover page interactive data file.
Robinson Anne reported acquisition or exercise transactions in this Form 4 filing.
INTERNATIONAL BUSINESS MACHINES CORP Senior Vice President Anne Robinson reported equity awards consisting of 6,341 restricted stock units and 25,363 employee stock options granted on February 26, 2026. Both awards were granted at a price of $0.0000 per underlying share.
The 6,341 restricted stock units are payable in cash or IBM common stock when restrictions lapse, in four annual installments of 1,585, 1,585, 1,585 and 1,586 units on February 26, 2027, 2028, 2029 and 2030. The stock options vest in four equal annual installments starting on the exercisable date stated in the award terms and remain outstanding until the expiration date described in the award documentation.
LAMOREAUX NICKLE JACLYN reported acquisition or exercise transactions in this Form 4 filing.
INTERNATIONAL BUSINESS MACHINES CORP reported that Senior Vice President Nickle Jaclyn Lamoreaux received new equity-based compensation. On February 26, 2026, she was granted 6,285 restricted stock units at a stated price of $0.00 per unit and 25,138 employee stock options at $0.00 per option.
The restricted stock units are scheduled to lapse in stages, with 1,571 units each becoming payable on February 26, 2027, February 26, 2028, and February 26, 2029, and 1,572 units on February 26, 2030, payable in cash or IBM common stock. The employee stock options vest in four equal annual installments starting on the first exercisable date and expire on the expiration date specified in the award terms.
INTERNATIONAL BUSINESS MACHINES CORP reported that Chairman, President & CEO Arvind Krishna received equity-based compensation awards. On February 26, 2026, he acquired 22,518 restricted stock units and 90,071 employee stock options at a stated transaction price of zero under award grants.
The restricted stock units are payable in cash or IBM common stock when restrictions lapse. The restrictions lapse for 5,629 units on February 26, 2027, 5,630 units on February 26, 2028, 5,629 units on February 26, 2029, and 5,630 units on February 26, 2030. The option awards vest in four equal annual installments starting on the first exercisable date and expire on the option expiration date.
INTERNATIONAL BUSINESS MACHINES CORP Senior Vice President and CFO James J. Kavanaugh reported awards of equity-based compensation. He acquired 10,364 restricted stock units and 41,455 employee stock options on February 26, 2026, each granted at a price of $0.00 per unit or option.
The restricted stock units are scheduled to lapse in four equal portions of 2,591 units on February 26 of 2027, 2028, 2029 and 2030, and may be settled in cash or IBM common stock. The stock options vest in four equal annual installments and expire on the dates indicated in the award terms.
Fehring Nicolas A. reported acquisition or exercise transactions in this Form 4 filing.
INTERNATIONAL BUSINESS MACHINES CORP reported that VP and Controller Nicolas A. Fehring received equity-based compensation. On February 26, 2026, he was granted 2,844 restricted stock units at a stated price of $0.0000 per unit and 7,584 employee stock options with a stated price of $0.0000 per option.
The restricted stock units are scheduled to lapse in four installments of 711 units each on February 26, 2027, February 26, 2028, February 26, 2029, and February 26, 2030, and are payable in cash or IBM common stock upon lapse. The stock options vest in four equal annual installments starting on the first exercisable date and will expire on the expiration date specified for the grant.
COHN GARY D reported acquisition or exercise transactions in this Form 4 filing.
INTERNATIONAL BUSINESS MACHINES CORP Vice Chairman Gary D. Cohn reported equity awards consisting of 10,565 restricted stock units and 42,258 employee stock options granted on February 26, 2026. The restricted stock units are payable in cash or IBM common stock as their restrictions lapse over four annual installments through February 26, 2030.
The stock options vest in four equal annual installments and are exercisable over a defined term, expiring on the option expiration date specified in the award terms.
Thomas Robert David reported acquisition or exercise transactions in this Form 4 filing.
INTERNATIONAL BUSINESS MACHINES CORP senior vice president Thomas Robert David reported receiving new equity-based compensation. He was granted 10,565 restricted stock units at no cash cost, which can be settled in cash or IBM common stock as the restrictions lapse over four annual installments through February 26, 2030. He also received 42,258 employee stock options, which vest in four equal annual installments as disclosed and share a common expiration date.