International Business Machines : 2023 Notice of the Annual Meeting and Proxy Statement for International Business Machines Corporation

Let's Create

2023 Notice of

Annual Meeting and

Proxy Statement

Armonk, New York

March 6, 2023

Dear Fellow Stockholders:

On behalf of the IBM Board of Directors, you are cordially invited to attend the Annual Meeting of Stockholders on Tuesday, April 25, 2023.

Building a Stronger IBM

In the past year, we took decisive steps to build a stronger IBM and helped our clients turn business challenges into opportunities. The market recognizes hybrid cloud and AI as the two most transformational technologies of our time and, for clients, they serve as fundamental sources of competitive advantage. Our consulting teams have brought these technologies to life for our clients to accelerate their digital transformations and enterprise automation journeys. We also continued a steady pace of acquisitions to bolster our portfolio, delivered innovations in infrastructure, strengthened our software portfolio, streamlined our go-to-market strategy, and expanded our ecosystem of partners.

I am proud of the progress we have made as a company and I am especially proud of the IBMers who have made it possible. We believe our success depends on the caliber of our talent and the engagement and inclusion of IBMers in the workplace.

As a focused hybrid cloud and AI company, we are well positioned to deliver greater value to you, our stockholders.

Engaging with our Stockholders

Stockholder engagement is a core IBM value. The feedback we receive during our year-round engagement is integral to the Board's decision-making process and informs important practices and policies in our corporate governance, executive compensation and ESG programs.

As you will read in this Proxy Statement, we continue to expand our investor outreach program to reach more of you each year. I once again participated in these outreach efforts, along with our independent Lead Director Alex Gorsky and members of our senior management. We are committed to listening to our investors and ensuring your interests remain a priority. This year, we also continued our established history of responding to stockholder proposals that receive majority support.

Making an Impact

Corporate social responsibility has been a hallmark of IBM's culture for more than a century. Today we continue to pursue the highest standards of corporate social responsibility. This is reflected in how we empower employees, work with clients and our ecosystem of partners, and run our company.

This includes:

• Environmental Impact - We have continued IBM's long tradition of conserving natural resources and reducing pollution, using renewable energy, and developing solutions to climate change. We are helping clients leverage data and AI to measure, monitor, and predict environmental outcomes, assess climate risk, and simplify ESG reporting.
• Equitable Impact - IBM is proud of its inclusive culture and the programs we have established globally to provide wider access to critical skills and training. This focus on inclusivity extends across our business.
• Ethical Impact - As a responsible steward of technology, IBM is focused on developing policies and practices that prioritize ethics, trust, transparency and accountability.

As we approach the Annual Meeting of Stockholders, I am incredibly proud of the progress IBMers have achieved to advance our business, help our clients thrive and make an impact.

On behalf of the Board of Directors, thank you for your continued investment and support of IBM.

Very truly yours,

IBMers have always applied their time, talent, and technology to make a meaningful impact on business and society, evolving the nature of their work over time to meet the most urgent needs of our time. This is true in both IBM's core business and in the many ways IBMers engage with the global community. In 2022, we launched our IBM Impact framework that reflects how the company aspires to create a more sustainable, equitable, and ethical future, with a thoughtful and balanced approach.

Arvind Krishna

Chairman of the Board

Armonk, New York

March 6, 2023

A Message from our Lead Director:

2022 was an exciting year of growth for our Company and its stakeholders. As IBM's independent Lead Director, let me share my perspective on our work over the past year, and highlight how the Board continues to ensure effective oversight of your Company.

• Independent Board Leadership. As your independent Lead Director, I am responsible for ensuring the Board exercises prudent judgment, independent from the management team of the Company. I perform many duties, described further in this Proxy Statement, including regular contact with members of the Board and meeting individually with each independent director; leading the Board's annual self- evaluation process; approving the Board's meeting schedules, agendas and materials; and presiding over an executive session of the independent directors at each Board meeting, without management present.
• The IBM Board. We are continuously focused on ensuring that IBM has an optimal Board structure and composition, and have refreshed half the Board in the last four years. The Board is a diverse group of global thought and business leaders with a wide array of technological, strategic and business skills. Each time we evaluate our leadership structure, add a new director, or change the composition of our Board committees, we do so in a thoughtful manner to ensure a diverse mix of skills, experiences, and perspectives in our meetings and discussions.
• Strategy and Risk Oversight.Your Board believes that engaged oversight of Company strategy is essential to the Company's creation of long-termsustainable value. Part of this responsibility is ensuring the Board provides active risk oversight so IBM is prepared for emerging risks while also addressing and mitigating current risks. Our risk assessment incorporates both internal and external perspectives. Anticipating for and factoring risks into IBM's strategy allows IBM to be both prepared and agile as IBM continues to accelerate its strategy as a leading hybrid cloud and AI company.
• Comprehensive Stockholder Engagement. Engagement with you, IBM's owners, is an essential part of the Board's decision-makingprocess. We are committed to an open dialogue to ensure that your voices are heard. In 2022, we continued to expand our engagement program to ensure we captured your input on matters important to you as stockholders. We offered engagement to investors representing 57% of the shares that voted at the 2022 Annual Meeting, meeting with more than 43% of the shares that voted. Together with the Chairman and CEO and other senior management, I met with investors representing more than 28% of the shares that voted at our 2022 Annual Meeting. We discussed matters ranging from company strategy to board and governance matters to ESG.

• Commitment to Sustainability and an Ethical Business Culture. We know you value IBM's legacy of corporate responsibility, trust and transparency, and the Company's balanced viewpoint. The Board agrees and is actively engaged in overseeing the Company's ESG efforts and providing disclosure of our progress. We continue to strive to meet, and, in certain circumstances, beat, our ambitious environmental goals. In addition, we are working towards our goal of skilling 30 million people by 2030. Our new IBM Impact report, which consolidates our comprehensive ESG reports into one, cohesive report, details these achievements and progress. You can also read more in the dedicated "ESG at IBM" section of this Proxy Statement.

Your Board believes that an ongoing commitment to good corporate governance enhances sustainable stockholder value, particularly over the long term.

We appreciate your investment in IBM and hope that you vote at our Annual Meeting on April 25, 2023.

Very truly yours,

Alex Gorsky

Lead Director

Table of Contents

2023 Notice of Annual Meeting and Proxy Statement	1	Report of the Audit Committee of the Board of
Proxy Summary	2	Directors	68
Audit and Non-Audit Fees	69
Integrated Approach to Stockholder Engagement	5
2. Ratification of Appointment of Independent
IBM Board of Directors	7
Registered Public Accounting Firm	70
1. Election of Directors for a Term of One Year	10	3. Advisory Vote on Executive Compensation
Governance and the Board	16	(Say on Pay)	71
4. Advisory Vote Regarding the Frequency of the
Committees of the Board	16
Advisory Vote on Executive Compensation	72
Certain Transactions and Relationships	18	5. Stockholder Proposal to Have an Independent
Corporate Governance	19	Board Chairman	73
6. Stockholder Proposal Requesting a Public Report
Director Compensation	23
on Lobbying Activities	76
Delinquent Section 16(a) Reports	24	7. Stockholder Proposal Requesting a Public Report
Insurance and Indemnification	24	on Congruency in China Business Operations and
ESG Activities	79
Ownership of Securities	25	8. Stockholder Proposal Requesting a Public Report
ESG at IBM	27	on Harassment and Discrimination Prevention Efforts	81

2022 Executive Compensation	31
Report of the Executive Compensation and
Management Resources Committee of the Board of
Directors	31
2022 Compensation Discussion and Analysis	32
2022 Summary Compensation Table and Related
Narrative	47
2022 Grants of Plan-Based Awards Table	50
2022 Outstanding Equity Awards at Fiscal Year-End
Table and Related Narrative	51
2022 Retention Plan Narrative	54
2022 Pension Benefits Narrative	56
2022 Nonqualified Deferred Compensation
Narrative	59
2022 Potential Payments Upon Termination
Narrative	63
Pay Versus Performance	66

Frequently Asked Questions	84
Appendix A - Non-GAAP Financial Information and
Reconciliations	87

ESG HIGHLIGHTS

At IBM, trust and corporate responsibility are integral to our business - and our ESG efforts are reflected throughout this Proxy Statement. Key topics include:

Governance Highlights	2
Stockholder Engagement	5
Board Diversity	9
Climate Change	23
ESG at IBM	27
Ethical Impact	27
Equitable Impact	28
Environmental Impact	29
Responsibly Advocating Public Policy	30

Advisory vote on executive compensation.

2023 Notice of Annual Meeting and Proxy Statement

Items of Business:

The Annual Meeting of Stockholders of International Business Machines Corporation will be held on Tuesday, April 25, 2023 at 10 a.m. Eastern Time in a virtual format. The items of business are:

1. Election of directors proposed by IBM's Board of Directors for a term of one year, as set forth in this Proxy Statement.

2. Ratification of the appointment of PricewaterhouseCoopers LLP as IBM's independent registered public accounting firm.

3.

4. Advisory vote regarding the frequency of the advisory vote on executive compensation.

5. Four stockholder proposals, if properly presented at the meeting.

These items are more fully described in the following pages, which are a part of this Notice.

Stockholders of record can vote their shares by using the Internet or the telephone. Instructions for using these convenient services are set forth on the proxy card or the notice of Internet availability of proxy materials. If you received your materials by mail, you also may vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope. If you will need special assistance for the meeting because of a disability, please contact the Office of the Secretary, International Business Machines Corporation, 1 New Orchard Road, Armonk, NY 10504.

Date:	April 25, 2023
Time:	10 a.m. Eastern Time

Virtual

Meeting

Site:

Your vote is important.

Please vote by following the instructions on your proxy card or voting instruction form.

To express our appreciation for your participation, IBM will make a $1 charitable donation to Water.org on behalf of every stockholder account that votes this year.

Water.org empowers people in need with lasting access to safe water and sanitation, giving women hope, children health and families a bright future

Frank Sedlarcik

Vice President and Secretary

The proxy materials, including this Proxy Statement, the IBM 2022 Annual Report, which includes the consolidated financial statements, and the proxy card, or the notice of Internet availability of proxy materials, as applicable, are being distributed beginning on or about March 6, 2023 to all stockholders entitled to vote.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on April 25, 2023: the Proxy Statement and

the Annual Report to Stockholders are available at .

Websites throughout this Proxy Statement are provided for reference only. Websites referred to herein are not incorporated by reference into this Proxy Statement.

2023 Notice of Annual Meeting & Proxy Statement

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