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, 2020
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
| New York | | 1-2360 | | 13-0871985 |
| (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) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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 class | | Trading symbol(s) | | Name of each exchange
on which registered |
| Capital stock, par value $.20 per share | | IBM | | New York Stock Exchange |
| | | | | Chicago Stock Exchange |
| 2.750% Notes due 2020 | | IBM 20B | | New York Stock Exchange |
| 1.875% Notes due 2020 | | IBM 20A | | New York Stock Exchange |
| 0.500% Notes due 2021 | | IBM 21B | | New York Stock Exchange |
| 2.625% Notes due 2022 | | IBM 22A | | New York Stock Exchange |
| 1.250% Notes due 2023 | | IBM 23A | | New York Stock Exchange |
| 0.375% Notes due 2023 | | IBM 23B | | New York Stock Exchange |
| 1.125% Notes due 2024 | | IBM 24A | | New York Stock Exchange |
| 2.875% Notes due 2025 | | IBM 25A | | New York Stock Exchange |
| 0.950% Notes due 2025 | | IBM 25B | | New York Stock Exchange |
| 0.875% Notes due 2025 | | IBM 25C | | New York Stock Exchange |
| 0.300% Notes due 2026 | | IBM 26B | | New York Stock Exchange |
| 1.250% Notes due 2027 | | IBM 27B | | New York Stock Exchange |
| 0.300% Notes due 2028 | | IBM 28B | | New York Stock Exchange |
| 1.750% Notes due 2028 | | IBM 28A | | New York Stock Exchange |
| 1.500% Notes due 2029 | | IBM 29 | | New York Stock Exchange |
| 1.750% Notes due 2031 | | IBM 31 | | New York Stock Exchange |
| 0.650% Notes due 2032 | | IBM 32A | | New York Stock Exchange |
| 1.200% Notes due 2040 | | IBM 40 | | New York Stock Exchange |
| 7.00% Debentures due 2025 | | IBM 25 | | New York Stock Exchange |
| 6.22% Debentures due 2027 | | IBM 27 | | New York Stock Exchange |
| 6.50% Debentures due 2028 | | IBM 28 | | New York Stock Exchange |
| 7.00% Debentures due 2045 | | IBM 45 | | New York Stock Exchange |
| 7.125% Debentures due 2096 | | IBM 96 | | New 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, 2020, the IBM Board of Directors approved compensatory arrangements for Arvind Krishna, Chief Executive Officer of the Company, and James Whitehurst, President of the Company.
Mr. Krishna’s base salary is $1.5 million, effective April 6, 2020, the date that Mr. Krishna became Chief Executive Officer of the Company. His 2020 Annual Incentive Target is $3 million, prorated for April to December 2020. Additionally, the Board of Directors approved a 2020 long-term incentive award of $13.75 million for Mr. Krishna, comprised 35% of Restricted Stock Units (RSUs) and 65% of 2020-2022 Performance Share Units (PSUs). These RSUs and PSUs will be granted on June 8, 2020. The actual number of units granted will be determined by dividing the planned value of each award by the average of IBM’s closing stock price for the 30 active trading days prior to the date of grant. RSUs will vest 25% on June 8, 2021, 2022, 2023 and 2024, provided Mr. Krishna is an active IBM employee on these dates (unless certain requirements are met to be eligible for continued vesting). PSUs will be adjusted based on performance and will be paid out in February 2023.
Mr. Whitehurst’s base salary is $1.2 million, effective April 6, 2020, the date that Mr. Whitehurst became President of the Company. His 2020 Annual Incentive Target is $1.8 million, prorated for April to December 2020.
Information regarding the structure of IBM’s compensation programs and awards is included in the Company’s proxy statement.
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.
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, 2020 | |
| | | |
| | By: | /s/ Frank Sedlarcik |
| | | Frank Sedlarcik |
| | | Vice President, Assistant General Counsel and Secretary |
| Title of each class | Capital stock, par value $.20 per share |
| Trading Symbol(s) | IBM |
| Common Stock |
