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United States Securities and Exchange Commission Form 8-K International Business Machines Corporation

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United States Securities and Exchange Commission Form 8-K International Business Machines Corporation 8-K 1 a19-5376_18k.htm 8-K 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: February 26, 2019 (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.) 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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 o 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 o 13(a) of the Exchange Act. Item 5.02(d) Election of Directors. On February 26, 2019, IBM announced that Admiral Michelle Howard, retired United States Navy officer, has been elected to the IBM Board of Directors, effective March 1, 2019. Admiral Howard will join 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 12, 2018. The press release is attached as Exhibit 99.1 of this Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibit is being filed as part of this report: Exhibit No. Description of Exhibit 99.1 Press release, dated February 26, 2019 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. 2 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: February 26, 2019 By: /s/ Christina M. Montgomery Christina M. Montgomery Vice President, Assistant General Counsel and Secretary 3 EX-99.1 2 a19-5376_1ex99d1.htm EX-99.1 Exhibit 99.1 IBM ELECTS MICHELLE J. HOWARD TO ITS BOARD OF DIRECTORS ARMONK, N.Y., FEBRUARY 26, 2019 — The IBM (NYSE: IBM) board of directors today elected Admiral Michelle J. Howard to the board, effective March 1, 2019. Admiral Howard, 58, is a former United States Navy officer and the first woman to become a 4-star admiral. She was the first African-American woman to command a ship in the U.S. Navy (the USS Rushmore). Admiral Howard was also the first African-American and the first woman to be named Vice Chief of Naval Operations when she was appointed to that role by the President in July 2014. She retired in December 2017 as the commander of U.S. Naval Forces in Europe and Africa and the Allied Joint Forces Command in Naples, Italy, after a distinguished 35-year career. Admiral Howard is currently is the J.B. and Maurice C. Shapiro Visiting Professor of International Affairs at George Washington University, where she teaches in the areas of cybersecurity and international policy. Ginni Rometty, IBM chairman, president and chief executive officer, said: “Admiral Howard is a groundbreaking leader with a distinguished career in military service. Her leadership skills, international perspective and extensive experience with cybersecurity and information technology will make her a great addition to the IBM Board.” Admiral Howard graduated from the United States Naval Academy in 1982, and from the United States Army’s Command and General Staff College in 1998 with a master’s degree in military arts and sciences. She was the first female graduate of the Naval Academy to be promoted to flag officer. She has received honorary degrees from Rensselaer Polytechnic Institute, American Public University and North Carolina State University, and is the recipient of many honors, including the NAACP Chairman’s Image Award, the French Legion of Honor and the KPMG Inspire Greatness Award. Contact: Edward Barbini 914-499-6565 [email protected] ### .
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