| Title of each class | Capital stock, par value $.20 per share |
| Trading symbol | IBM |
| Common Stock |
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: December 12, 2023
(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) |
| ¨ | 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 class | | Trading symbol(s) | | Name of each exchange
on which registered |
| Capital stock, par value $.20 per share | | IBM | | New York Stock Exchange |
| | | | | NYSE Chicago |
| 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 |
| 3.375% Notes due 2027 | | IBM 27F | | 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 |
| 0.875% Notes due 2030 | | IBM 30A | | New York Stock Exchange |
| 1.750% Notes due 2031 | | IBM 31 | | New York Stock Exchange |
| 3.625% Notes due 2031 | | IBM 31B | | New York Stock Exchange |
| 0.650% Notes due 2032 | | IBM 32A | | New York Stock Exchange |
| 1.250% Notes due 2034 | | IBM 34 | | New York Stock Exchange |
| 3.750% Notes due 2035 | | IBM 35 | | New York Stock Exchange |
| 4.875% Notes due 2038 | | IBM 38 | | New York Stock Exchange |
| 1.200% Notes due 2040 | | IBM 40 | | New York Stock Exchange |
| 4.000% Notes due 2043 | | IBM 43 | | 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 |
| 5.875% Debentures due 2032 | | IBM 32D | | 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(d). Election of Directors.
On December 12, 2023, IBM announced that Marianne C. Brown, the former Chief Operating Officer of Fidelity National Information Services, Inc.’s (FIS) Global Financial Solutions, has been elected to the IBM Board of Directors, effective December 12, 2023. Ms. Brown joined the Directors and Corporate Governance Committee.
IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 6, 2023. The press release is attached as Exhibit 99.1 of this Form 8-K.
Item 5.03(a) Amendment to Bylaws.
In connection with the election of Marianne C. Brown to the IBM Board of Directors, effective December 12, 2023, Article III, Section 2 of IBM’s By-laws was amended to increase the number of directors to fourteen, effective December 12, 2023. Exhibit 3.2 of this Form 8-K contains IBM’s amended By-laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as part of this report:
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: December 12, 2023 | |
| | |
| | | |
| | By: | /s/ Frank Sedlarcik |
| | | Frank Sedlarcik |
| | | Vice President, Assistant General Counsel and Secretary |
