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2021 Notice of Annual Meeting & Proxy Statement - IBM

2021 Notice of Annual Meeting & Proxy StatementArmonk, New YorkMarch 8, 2021 Dear Fellow Stockholders:On behalf of the IBM Board of Directors, you are cordiallyinvited to attend the Annual Meeting of Stockholders onTuesday, April 27, STRONGERAs our clients accelerate their digital transformation journeys asa result of the global pandemic, your Company is well positionedto lead in the era that lies on the other side of this I became your CEO last April, we have increased our focuson helping our clients on the two major transformationaljourneys they are on: hybrid cloud and AI. In 2020, weannounced the separation of our managed infrastructureservices business, closed seven strategic acquisitions andlaunched new industry clouds for banking andtelecommunications.

An essential component of the Board leadership structure is independent leadership. As IBM’s independent Lead Director, I am responsible for helping ensure that the Board exercises prudent judgment, independent from the management team of the Company. I perform many duties, as described within this Proxy

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Transcription of 2021 Notice of Annual Meeting & Proxy Statement - IBM

1 2021 Notice of Annual Meeting & Proxy StatementArmonk, New YorkMarch 8, 2021 Dear Fellow Stockholders:On behalf of the IBM Board of Directors, you are cordiallyinvited to attend the Annual Meeting of Stockholders onTuesday, April 27, STRONGERAs our clients accelerate their digital transformation journeys asa result of the global pandemic, your Company is well positionedto lead in the era that lies on the other side of this I became your CEO last April, we have increased our focuson helping our clients on the two major transformationaljourneys they are on: hybrid cloud and AI. In 2020, weannounced the separation of our managed infrastructureservices business, closed seven strategic acquisitions andlaunched new industry clouds for banking andtelecommunications.

2 And we rapidly expanded our globalecosystem of partners and transformed our go-to-marketstrategy to better align with our hybrid cloud and AI am confident that these decisive moves for future growth willhelp ensure that your Company exits this turbulentperiod WITH OUR STOCKHOLDERSIn 2020, we continued to build on our relationships with you,ourstockholders. Each year, we seek to engage with investors thatown more than half of the shares that voted at the AnnualMeeting. I participated in this year s outreach efforts along withour Executive Chairman Ginni Rometty, our independent LeadDirector Mike Eskew and members of our senior information we receive from you during our year-roundengagement is integral to the Board s decision-making views help inform our Company s policies, practices anddisclosures.

3 As reflected within this Proxy Statement , results ofour recent stockholder engagement efforts have led toenhancements in many areas, including: Redesigned executive compensation performance metricsthat emphasize revenue growth Continued focus on environmental, social and governance (ESG)with increased reporting, as well as a diversity modifier addedto the executive compensation program to reinforce continuedimprovement Continued focus on Board diversity Enhanced disclosure of Board oversight practicesACTING WITH ENVIRONMENTAL AND SOCIALRESPONSIBILITYWe know that you, our stockholders, and all of ourstakeholders, including clients, employees, suppliers and thecommunities in which we work, are increasingly focused onenvironmental, social and governance matters.

4 And you shouldknow that we are too. Corporate social responsibility has been ahallmark of IBM s culture for more than a century and with theevents of 2020, it is more important than year, we took bold, decisive steps to lead in these areas aswe enter 2021. As you will see in this Proxy Statement : We have committed to the disclosure of additional diversityand inclusion data, including the disclosure of EEO-1 data in2022 after the separation of the managed infrastructureservices business is complete. We supported passage of anti-hate crime legislation. We mobilized IBM and IBMers to help in the global battleagainst COVID-19, with numerous initiatives, includingspearheading the COVID-19 High Performance ComputingConsortium with the White House Office of Science andTechnology Policy and Department of Energy to provideaccess to the world s most powerful high-performancecomputing resources in support of COVID-19 research.

5 We set a new goal to reach net zero greenhouse gasemissions by 2030 and updated our goals regardingrenewable electricity and greenhouse gas emissions to reflectour strong progress. We provided stakeholders with comparable ESG data byreporting under the Sustainability Accounting StandardsBoard (SASB) long-standing values have served IBM for decades. As theworld continues to battle a global public health crisis, we arecommitted to building upon our strong legacy of am proud of the work IBMers have done to reshape our futureas a hybrid cloud and AI platform company and help our clientsbuild the digital capabilities they need to thrive.

6 Your Companyis well positioned to emerge from this period behalf of the Board of Directors, thank you for yourcontinued investment and support of truly yours,Arvind KrishnaChairman of the BoardArmonk, New YorkMarch 8, 2021A Message from our Lead Director:2020 was an eventful year for our Company, its stakeholders andthe world. As IBM s independent Lead Director, I am pleased toreport to you that as we enter 2021, IBM is well positioned forsuccess as the leading hybrid cloud and AI company. Let meshare my perspective on our work over the past year andhighlight how the Board continues its efforts to ensure effectiveoversight of your Company.

7 Navigating the pandemic hit, the health andsafety of IBMers was top priority for the Company. 95% of theIBM workforce transitioned to a work-from-home environmentalmost immediately and helped to ensure the world s missioncritical systems continued to operate. The Board and each ofthe Committees also continued to meet regularly throughoutthe year, often virtually, with over 99% attendance. And inApril 2020, we held IBM s first-ever virtual AnnualStockholders Meeting . Oversight of Corporate Board believes thatengaged oversight of Company strategy is essential to theCompany s creation of long-term sustainable 2020, we were actively engaged as IBMaccelerated its hybrid cloud and AI strategy.

8 In October, theBoard approved the announcement of the separation of themanaged infrastructure services business. And as we enter2021, we remain focused on the growth of IBM and thesuccessful spin of what will become the world s leadingmanaged infrastructure provider, NewCo. World-Class Succession IBM, 2020 began withthe succession of our Chief Executive Officer. In January, weannounced that Arvind Krishna would become IBM s 10th ChiefExecutive Officer, effective in April. In December, with theretirement of Ginni Rometty as Executive Chairman, theindependent directors of the Board unanimously elected Arvindto the Chairman position effective January 1, 2021.

9 As you willsee spelled out further within this Proxy Statement , we believethat combining the CEO and Chairman role at this time, to servealong with a robust and independent Lead Director, best servesthe needs of the Company and the stockholders. Independent Board essential component ofthe Board leadership structure is independent leadership. AsIBM s independent Lead Director, I am responsible for helpingensure that the Board exercises prudent judgment,independent from the management team of the Company. Iperform many duties, as described within this ProxyStatement, to ensure independent and effective oversight. Award Winning Stockholder key component ofthe Board s decision-making process is the input we receivefrom you, IBM s owners.

10 In 2020, we continued our best-in-class engagement program, Meeting with numerousstockholders on matters ranging from Company strategy toboard and governance to diversity and inclusion initiativesand environmental goals. As the independent Lead Director,I once again participated in this year s outreach effortsalong with our Executive Chairman, CEO and members ofsenior management. All the feedback was shared with theBoard and incorporated into discussions and decisionsrelated to Proxy disclosure, as highlighted on page 5 of thisProxy Statement . Commitment to Sustainability and an Ethical has pursued the highest standards ofcorporate responsibility for more than a century, and theBoard is actively engaged in overseeing the Company ssustainability efforts.


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