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DEFA14A 1 defa14a.htm DEFA14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

International Business Machines Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Dear IBM Senior Leaders:

Re: Voting Your IBM Shares for the 2026 Annual Meeting

I am writing to remind you to make sure to vote all of your IBM shares for the 2026 Annual Meeting. By now you should have received a copy of IBM’s 2026 Proxy Statement along with the proxy card or Notice of Internet Availability of Proxy Materials. If you hold IBM shares in “street name” (i.e., through a bank or broker), you will have received a voter instruction form from your bank or broker. Some of you will receive multiple copies of the proxy materials, reflecting different ownership accounts you may have. Please make sure to vote all of the proxy voting cards that you receive or follow the instructions on the Notice of Internet Availability of Proxy Materials, if applicable.

As you know, IBM’s strategy continues to fuel growth, drive innovation, and deliver strong results. Throughout 2025, we continued to execute against our strategy and delivered $67.5 billion in revenue. We generated cash from operations of $13.2 billion, and returned $6.3 billion to our stockholders through our dividend, which we increased for the 30th consecutive year. In 2026, your Company is well-positioned for continued success and to deliver growth and greater value to stockholders.

As you see in the Proxy Statement, the Board recommends a vote:

•FOR Item of Business 1: Election of our Directors

•FOR Item of Business 2: Ratification of Appointment of our Independent Registered Accounting Firm

•FOR Item of Business 3: Say on Pay Proposal

•FOR Item of Business 4: 2026 Long-Term Performance Plan Proposal

•AGAINST Item of Business 5: Stockholder Proposal Requesting a Change to IBM’s Outside Director Stock Ownership Guidelines

•AGAINST Item of Business 6: Stockholder Proposal Requesting a Right to Act by Written Consent

•AGAINST Item of Business 7: Stockholder Proposal Requesting a Report on AI Bias

•AGAINST Item of Business 8: Stockholder Proposal Requesting a Report on Discrimination in Charitable Support

For the reasons explained in our Proxy Statement, we believe that such votes are in the best interests of our Company and its stockholders. It is important that you show your support for IBM and vote your shares. If you hold your shares in record name (i.e., directly through our transfer agent, Computershare) and need assistance regarding your record accounts, please contact Bob Wilt at infoibm@us.ibm.com. If you hold your shares in street name (e.g., Morgan Stanley, Merrill Lynch, Charles Schwab, or another financial institution), you will need to contact your broker directly in order to obtain a replacement voting instruction form.

You may also find additional information at http://www.ibm.com/investor/proxyinformation. If you do not receive a copy of the Proxy Statement or Notice of Internet Availability of Proxy Materials by Tuesday, April 14, 2026, please contact Bob Wilt at infoibm@us.ibm.com. If you have already voted all of your shares, no further action is required on your part. Please do not hesitate to call me at 914-499-xxxx or email me at xxxxxxxx@us.ibm.com if you have questions or comments.

Sincerely,

/s/ Jane P. Edwards

Jane P. Edwards
Vice President and Secretary

SEC Form DEFA14A filed by International Business Machines Corporation