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2020 Notice of Annual Meeting & Proxy Statement

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2020 Notice of Annual Meeting & Proxy Statement 2020 Notice of Annual Meeting & Proxy Statement Armonk, New York March 9, 2020 Dear Fellow Stockholders: On behalf of the IBM Board of Directors, you are cordially invited to attend the Annual Meeting of Stockholders on April 28, 2020 in Louisville, Kentucky. It is an exciting time for your Company. As you know, we recently announced a leadership transition. While I will continue to serve IBM as Executive Chairman through my retirement at the end of the year, this ismy last Proxy letter to you as the IBM Chairman. A time of change provides an opportunity both to look back at our foundation of corporate responsibility, responsible stewardship and strong governance, and also to look forward and tell you why I am so optimistic about IBM’s future. Corporate Responsibility and Sustainabilityis Smart Business From hiring our first disabled employee in 1914 to being named one of Ethisphere’s 2020 World’s Most Ethical Companies, and everythingin between, corporate responsibility and sustainability have been a part of our DNA since IBM’s founding over a century ago. This year, for the first time, we provide a timeline with some of the highlights of our responsible citizenship at the back of this Proxy Statement. As you will see in the Proxy this year: • We foster a diverse and inclusive workplace and empower IBMers to serve their communities. • We created P-TECH, a pioneering education reform initiative that prepares young people with the academic, technical and professional skills required for 21st centuryjobs. • We are committed to environmental leadership, as evidenced by the publication of our 29th consecutive IBM and the Environment Report and our record seventh Climate Leadership Award from the Center for Climate and Energy Solutions and The Climate Registry in the program’s eight- year history. The FutureofIBM • We are leaders in technology ethics and data stewardship, demonstrated by our Principles of Trust and Transparency. I am proud of the work we have done to build the foundation of stronggovernance, corporate responsibility and responsible Simply put, we are defining responsible stewardship inthe stewardship. We are well-positioned to lead our clients into the digital age. next chapter of the cloud and cognitive era. Last year, we closed the landmark acquisition of Red Hat. Combining Red Hat’s Cultural Commitment to Sound Governance leading hybrid multi-cloud platform with IBM’s scale and Good corporate governance is also good for business. Looking expertise, we have created an unparalleled combination to back, we have improved our governance in numerous ways, accelerate clients’ shift to hybrid cloud. based substantially on feedback and discussions with you, our As we move into the next chapter, it istheright time for a new stockholders. leader to continue the journey for IBM and our clients. On April For years, we have had an outreach program to engage both 6th, Arvind Krishna will become the tenth CEO of IBM. Arvind institutional and retail investors on corporate governance issues. was a principal architect of our Red Hat acquisition and is a More recently, we expanded this effort from proxy season to a brilliant technologist and superb operational leader. He isthe year-round engagement, ensuring that we continuously elicit right CEO at the right time for IBM. Along with Jim Whitehurst, feedback to implement in our governance practices and the incoming President, the Board has elected a proven technical disclosures. and business-savvy leadership team. To enhance transparency and accountability, in 2017, we It has been my great honor to lead IBM inthistime and I would redesigned our Proxy Statement, adding disclosure inkey like to thank you, our stockholders, for your continued investor focus areas, including cybersecurity oversight, human investment and support of IBM. capital management practices and stockholder engagement. Very truly yours, In 2014, we implemented an independent Lead Director role, based on feedback from our stockholder engagement process, and in 2017 we adopted proxy access based on a stockholder vote. And over the last eight years, the Board has consistently sought to ensure continued vitality and new and diverse perspectives in the boardroom, reflected with our averagedirector tenure of Virginia M. Rometty less than 6 years. Chairman of the Board Armonk, New York March 9, 2020 A Message from our Lead Director: As IBM’s independent Lead Director, I am pleased to report to you onthe Board’scontinued efforts toensure theeffectiveness of our governance structures and processes, and to provide perspective on our recent election of Arvind Krishna as IBM Director and the tenth Chief Executive Officer in IBM’s history as a model in succession planning. • World-Class Succession Planning. One of the Board’s most important responsibilities is to ensure that IBM has the appropriate management to execute the Company’s long-term strategy. In January, we announced that after more than eight years leading the Company, Ginni Rometty will transition to the role of Executive Chairman of the Board before retiring after nearly 40 years with the Company.OnApril 6, 2020, Arvind Krishna, IBM Senior Vice President for Cloud and Cognitive Software, and a principal architect of the Company’sacquisition short- andlong-term corporate strategy. The Board meets of Red Hat, will become Chief Executive Officer and a member several times each year to discuss key areas such as risk of the Board. James Whitehurst, Senior Vice President and CEO management, capital allocation, industry developments and of Red Hat, will become IBM’s President. Ginni has provided broader market trends to help ensure that IBM is outstanding leadership, substantially transforming IBM and continuously transforming for the future. ushering in a new cloud and cognitive era. With that foundation, the Board is confident that Arvind is the right CEO to lead IBM. • Engagement with Stockholders. The Boardasawhole The Board ran a world-class, multi-year succession process, believes input from stockholders is important to its overall and found in Arvind a leader with the business acumen, decision making process, and regularly considers operational skills and technology vision to guide IBM going stockholder views when making board level decisions. In forward. 2019, we continued our best-in-class engagement program, meeting with many of our top stockholders on matters • The IBM Board. We are continuously focused on ensuring that ranging from company strategy to board and governance IBM has an optimal Board structure and composition. Each time topics to sustainability matters. As the independent Lead we evaluate our leadership structure, add a new director, or Director, I once again participated in this year’s outreach change the composition of our Board committees, we do so ina efforts along with our Chairman and members of senior thoughtful manner to ensure that the right mixofskills, management. experiences, and perspectives are brought to our meetingsand discussions. In addition to Dr. Krishna, the Board continued our • Commitment to Sustainability and an Ethical Business commitment to independent board refreshment by adding two Culture. IBM pursues the highest standards of corporate directors since the last Annual Meeting of Stockholders: Mr. F. responsibility in all we do and the Board is actively engaged William McNabb III, the former Chairman and CEO of Vanguard, in overseeing the Company’s sustainability efforts. Our and a leader in the field of corporate governance, and Thomas commitment to sustainability means supporting and Buberl, CEO of AXA S.A., an acknowledged leader indigital empowering employees, working with clients and suppliers, transformation. and governing our Company with integrity as part of a long-term value creation strategy at IBM. • Independent Board Leadership. As IBM’s independent Lead Director, I am responsible for helping ensure that the Board Your Board believes that an ongoing commitment to good exercises prudent judgment, independent from the corporate governance enhances stockholder value, particularly management team of the Company. I perform many duties, as over the long term. described within this Proxy Statement, including presiding over an executive session of the independent directors of the Board We appreciate your investment in IBM and hope that you vote at each Board meeting, without management present. I also at our Annual Meeting on April 28, 2020. approve all of the Board meeting schedules, agendas and materials. Very truly yours, • Oversight of Corporate Strategy. Our Board believes that engaged oversight of Company strategy is essential to the Company’s creation of long-term sustainable value. The Michael L. Eskew Board’s diverse skill set and experience with, among other Lead Director areas, corporate culture, executive management, corporate strategy development, and the technology industry is well suited to oversee IBM’s development and execution of both Table of Contents 2020 Notice of Annual Meeting & Proxy Statement 1 Report of the Audit Committee of the Boardof Directors 71 ProxySummary2 Audit and Non-Audit Fees 72 IBM Board of Directors 7 2. Ratification of Appointment of Independent 1. Election of Directors for a Term of One Year 10 Registered Public Accounting Firm 73 Board and Governance 17 3. Management Proposal on Advisory Vote on Executive Compensation (Say on Pay)74 Committees ofthe Board 17 4. Stockholder Proposal on Shareholder Right to Corporate Governance 20 Remove Directors 75 Certain Transactions
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