0001104659-11-057650.txt : 20111025 0001104659-11-057650.hdr.sgml : 20111025 20111025140044 ACCESSION NUMBER: 0001104659-11-057650 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111025 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111025 DATE AS OF CHANGE: 20111025 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02360 FILM NUMBER: 111156371 BUSINESS ADDRESS: STREET 1: 1 NEW ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 9144991900 MAIL ADDRESS: STREET 1: 1 NEW ORCHARD RD CITY: ARMONK STATE: NY ZIP: 10504 8-K 1 a11-28354_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: October 25, 2011

(Date of earliest event reported)

 

INTERNATIONAL BUSINESS MACHINES
CORPORATION

(Exact name of registrant as specified in its charter)

 

New York

 

1-2360

 

13-0871985

(State of Incorporation)

 

(Commission File Number)

 

(IRS employer Identification No.)

 

ARMONK, NEW YORK

 

10504

(Address of principal executive offices)

 

(Zip Code)

 

914-499-1900

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02(d) Election of New Director.

 

On October 25, 2011, IBM announced that David N. Farr, chairman of the board and chief executive officer of Emerson Electric Co., has been elected to the IBM Board of Directors, effective January 1, 2012.  The press release is Exhibit 99.1 of this Form 8-K. Mr. Farr is expected to become a member of IBM’s Audit Committee.  IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement dated March 7, 2011.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

 

Number

 

Description of Exhibit

 

 

 

99.1

 

Press Release

 

IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/).  IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

Date: October 25, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew Bonzani

 

 

 

Andrew Bonzani

 

 

 

Vice President,

 

 

 

Assistant General

 

 

 

Counsel &

 

 

 

Secretary

 

3

 EX-99.1 2 a11-28354_1ex99d1.htm EX-99.1

Exhibit 99.1

 

DAVID N. FARR ELECTED TO IBM BOARD OF DIRECTORS

 

Armonk, N.Y., October 25, 2011 . . . The IBM (NYSE: IBM) board of directors today elected David N. Farr to the board.  Mr. Farr, 56, is chairman and chief executive officer of Emerson Electric Co. (NYSE: EMR), a diversified global manufacturing and technology company.  Mr. Farr’s election to the board will take effect on January 1, 2012.

 

Samuel J. Palmisano, IBM chairman, president and chief executive officer, said: “We are very pleased that David Farr will be joining the IBM board of directors.  David has unique experience in worldwide manufacturing and in management processes, and his knowledge and insights in running a complex global business will make a significant contribution to IBM.”

 

Mr. Farr became chief executive officer of Emerson in 2000, and before that held a wide range of leadership positions over 20 years in areas ranging from manufacturing and strategic planning to sales and general management.  He also served four years as the president of Emerson’s Asia-Pacific business in Hong Kong, and led Emerson’s Astec joint venture before returning to lead Emerson’s Process Management business.  Before being named chief executive officer, he served a year as Emerson’s chief operating officer.  He has been Chairman of Emerson’s Board of Directors since September 2004.

 

A native of Elmira, New York, Mr. Farr received his B.A. degree in chemistry from Wake Forest University and earned an M.B.A. from Vanderbilt University.  He is a member of The Business Council, based in Washington, D.C., and is on the board of directors of the US-China Business Council.  Mr. Farr is also chairman and past president of Civic Progress, an organization of chief executives from leading companies in St. Louis who work to promote the region.

 

Contact:

IBM

 

Edward Barbini, 914-499-6565

 

barbini@us.ibm.com