-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IcToij1kvQQSAJcpaOxZD2lvUyKyT5oWCNymZ8KUkC32hvU9N4tdfuQVHv9yw+7R yNXmOzm6SruGqE8vFl+KXQ== 0001005477-00-002146.txt : 20000315 0001005477-00-002146.hdr.sgml : 20000315 ACCESSION NUMBER: 0001005477-00-002146 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL BUSINESS MACHINES CORP CENTRAL INDEX KEY: 0000051143 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 130871985 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-02360 FILM NUMBER: 568702 BUSINESS ADDRESS: STREET 1: 1 NEW ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504- BUSINESS PHONE: 9144991900 MAIL ADDRESS: STREET 1: ONE NEW ORCHARD RD CITY: ARMONK STATE: NY ZIP: 10504 DEFA14A 1 DEFINITIVE ADDITIONAL PROXY MATERIALS Internet Voting Screen No. 1 [IBM Logo] Proxy vote VOTE-BY-NET [Graphic Omitted] Vote Your IBM Proxy Online Thank you for choosing to participate in the program to vote your proxy through the Internet. Please read this page and click on the "proceed" button below to fill out and submit your proxy. To vote online you must use the control number that appears in the box on your proxy card. The proxy control number is located in the box on the card, just below the perforation. Your online vote authorizes the named proxies in the same manner as you marked, signed, dated and returned the proxy card. If you choose to vote your shares online, there is no need for you to mail back your proxy card. Proceed - -------------------------------------------------------------------------------- IBM Homepage IBM Investor Resources Contact Us - -------------------------------------------------------------------------------- Internet Voting Screen No. 2 [IBM Logo] Proxy vote VOTE-BY-NET [Graphic Omitted] Please click the Proceed button below to continue to the secure voting site. Proceed - -------------------------------------------------------------------------------- IBM Homepage IBM Investor Resources Contact Us - -------------------------------------------------------------------------------- Internet Voting Screen No. 3 [IBM Logo] Proxy vote VOTE-BY-NET [Graphic Omitted] If you have more than one proxy card or voting instruction card or ballot, please vote them one card at a time. [1] Enter the Voter Control Number as it appears on the proxy card. [___________________________] [2] Enter the last 4 digits of the U.S. Social Security Number or the U.S. Taxpayer Identification Number for this account. [_______] If you do not have a U.S. Social Security Number or a U.S. Taxpayer Identification Number for this account, please leave this box blank. Important: For your vote to be cast, the Voter Control Number and the last four digits of the U.S. Social Security Number or the U.S. Taxpayer Identification Number, if applicable, for this account must match the numbers on our records. [3] If you wish to receive an e-mail confirmation of your vote, enter your e-mail address below. [______________________________] Please enter your e-mail address again for validation. [______________________________] Proceed - -------------------------------------------------------------------------------- IBM Homepage IBM Investor Resources Contact Us - -------------------------------------------------------------------------------- Internet Voting Screen No. 4 [IBM LOGO] Proxy vote VOTE-BY-NET [Graphic Omitted] Welcome! Name Address E-mail address: |______________| Proceed - -------------------------------------------------------------------------------- IBM Homepage IBM Investor Resources Contact Us - -------------------------------------------------------------------------------- Internet Voting Screen No. 5 [IBM Logo] International Business Machines Corporation Louis V. Gerstner, Jr., Lawrence R. Ricciardi, and Daniel E. O'Donnell, or any of them individually and each of them with the power of substitution, are hereby appointed Proxies of the undersigned to vote all common stock of International Business Machines Corporation owned on the record date by the undersigned at the Annual Meeting of Stockholders to be held in the Grand Ballroom of the Renaissance Cleveland Hotel, Cleveland, Ohio at 10 a.m. on Tuesday, April 25, 2000, or any adjournment thereof. THE PROXIES WILL VOTE USING THE DIRECTIONS PROVIDED BELOW. IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS. THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF, UTILIZING THEIR OWN DISCRETION AS SET FORTH IN THE NOTICE OF 2000 ANNUAL MEETING AND PROXY STATEMENT. This Proxy Card will also be used to provide voting instructions to the Trustee for any shares of common stock of International Business Machines Corporation held in the IBM Stock Fund investment alternative under the IBM Tax Deferred Savings Plan on the record date, as set forth in the Notice of 2000 Annual Meeting and Proxy Statement. IBM's Directors Recommend a Vote "FOR" all Nominees for Director. "FOR" Proposals 2 and 3. "AGAINST" Proposals 4 and 5. Check this box to vote all proposals in accordance with the recommendations of IBM's Directors |_| IBM's Directors Recommend a Vote "FOR" all Nominees for Director. For All Nominees Withhold Except As Noted As to All Below Nominees 1. Election of Directors. |_| |_| Or, check the box for the Director(s) from whom you wish to withhold your vote: |_| C. Black |_| K.I. Chenault |_| J. Dormann |_| L.V. Gerstner, Jr. |_| N.O. Keohane |_| C.F. Knight |_| M. Makihara |_| L.A. Noto |_| J.B. Slaughter |_| A. Trotman |_| L.C. van Wachem |_| C.M. Vest IBM's Directors Recommend a Vote "FOR" Proposals 2 and 3. For Against Abstain 2. Ratification of appointment of |_| |_| |_| auditors For Against Abstain 3. Adoption of IBM 2000 Employees |_| |_| |_| Stock Purchase Plan IBM's Directors Recommend a Vote "AGAINST" Proposals 4 and 5. For Against Abstain 4. Stockholder Proposal on Executive Compensation |_| |_| |_| For Against Abstain 5. Stockholder Proposal on Pension and Retirement Medical |_| |_| |_| - -------------------------------------------------------------------------------- Check the option below, if the option applies to you |_| Will attend Annual Meeting - Use admission ticket attached to your proxy card. |_| If you are receiving multiple copies of stockholder publications, check box to discontinue mailings to this account. To submit your vote please click the button below. (Your vote will not be counted until the Submit Your Vote button is clicked) Submit Your Vote - -------------------------------------------------------------------------------- Internet Voting Screen No. 6 [IBM Logo] Proxy vote VOTE-BY-NET [Graphic Omitted] Your proxy vote has been recorded as follows: 1. Election of Directors [stockholder's vote inserted here] 2. Ratification of appointment of auditors [stockholder's vote inserted here] 3. Adoption of IBM 2000 Employees Stock Purchase Plan [stockholder's vote inserted here] 4. Stockholder Proposal on Executive Compensation [stockholder's vote inserted here] 5. Stockholder Proposal on Pension and Retirement Medical [stockholder's vote inserted here] Please review your vote. If this is incorrect, please use the Back button on your browser, change your vote and resubmit. If this is correct, please click the button below. Proceed - -------------------------------------------------------------------------------- IBM Homepage IBM Investor Resources Contact Us - -------------------------------------------------------------------------------- Internet Voting Screen No. 7 [IBM Logo] Proxy vote VOTE-BY-NET [Graphic Omitted] Success! Your vote has been cast and will be tabulated by EquiServe, within 24 hours. If you wish to receive future copies of IBM's annual reports and proxy statements electronically, instead of by mail, and if you have not already signed up for electronic delivery, you can provide your consent by clicking the Proceed button below. Proceed If you wish to submit comments regarding online voting, click the Comments button below. Submit Comments You can now vote another Proxy Card or exit to IBM's homepage. Vote Another Proxy Proceed - -------------------------------------------------------------------------------- IBM Homepage IBM Investor Resources Contact Us - -------------------------------------------------------------------------------- [TELEPHONE VOTING SCRIPT) Welcome to the electronic voting system. Please have your proxy card or voting instruction sheet or ballot available before voting. Enter the Voter Control Number as it appears on the card followed by the pound sign. One moment please while we verify your information. Enter the last four digits of the U.S. Social Security number or the U.S. taxpayer identification number for this account followed by the pound sign. The company that you are voting is IBM. Your vote is subject to the same terms and authorizations as indicated on the proxy card. It also authorizes the named proxies to vote according to the instructions at the meeting of the stockholders. To vote all proposals in accordance with the recommendations of the Board of Directors, press 1. If you wish to vote on one proposal at a time, press 2. If 1, go to Playback. If 2, go to 8. Item # 1. To vote for all nominees press 1. To withhold from all nominees press 2. To withhold from individual nominees press 3. If 1, go to 9. If 2, go to 9. If 3, go to Director Exception. Director Exception Enter the 2-digit number next to the nominee from whom you would like to withhold your vote followed by the pound key. Or if you have completed voting on directors, press the pound key again. If pound key entered twice, go to the next item. If valid nominee number, go to Next Nominee. Next Nominee To withhold your vote from another nominee, enter the 2-digit number next to the nominee followed by the pound key, or if you have completed voting on directors press the pound key again. If pound key entered twice, go to the next item. If valid nominee number, go to Next Nominee. Invalid Nominee Number You have entered an invalid nominee number. {Go to Next Nominee.} Item # 2. To vote for, press 1; against, press 2; abstain, press 3. If 1, go to 10. If 2, go to 10. If 3, go to 10. Item # 3. To vote for, press 1; against, press 2; abstain, press 3. If 1, go to 11. If 2, go to 11. If 3, go to 11. Item # 4. To vote for, press 1; against, press 2; abstain, press 3. If 1, go to 12. If 2, go to 12. If 3, go to 12. Item # 5. To vote for, press 1; against, press 2; abstain, press 3. If 1, go to 13. If 2, go to 13. If 3, go to 13. If you would like to attend the annual meeting, press 1. If not, press 2. If 1, go to 14. If 2, go to 14. If you would like to discontinue mailing an annual report to this account, press 1. If not, press 2. If 1, go to 15. If 2, go to 15. You have cast your vote as follows: Playback {Playback the appropriate vote for this proxy card.} Default Playback You have voted in the manner recommended by the Board of Directors. Director Proposal Playback Voted for all nominees: Item #. You have voted for all nominees. Withhold from all nominees: Item #. You have voted to withhold your vote from all nominees. Withhold from individual nominees: Item #. You have voted for all nominees except for the following nominee numbers For/Against/Abstain Proposal Playback Item # {For | Against | Abstain} To confirm your vote, press 1. To cancel your vote, press 2. If 1, go to 18. If 2, go to 17. Your vote has been canceled. If you wish to vote this card or another card, press 1. Otherwise, please hang up and mark, sign, and return your card in the envelope provided. Thank you for calling. Your vote has been successfully recorded. It is not necessary for you to mail your card. If you wish to vote another card or change your vote, press 1. Otherwise, please hang up. Thank you for voting. Invalid Control Numbers We are unable to authenticate the information that you entered. No Key Pressed Go to the same item (repeat three times); otherwise, go to Error. Invalid Number Go to the same item (repeat three times); otherwise, go to Error. Error We are unable to process your request at this time. Thank you for calling. {Call ends.} -----END PRIVACY-ENHANCED MESSAGE-----