0001104659-11-057994.txt : 20111026 0001104659-11-057994.hdr.sgml : 20111026 20111026143206 ACCESSION NUMBER: 0001104659-11-057994 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: 20111026 DATE AS OF CHANGE: 20111026 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: 111158749 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_28k.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 Certain Officers; Election of Director

 

On October 25, 2011, IBM announced that Virginia M. Rometty has been elected president and chief executive officer of the company, effective January 1, 2012.  She was also elected a member of the IBM board of directors, effective January 1, 2012.  Ms. Rometty is currently IBM senior vice president and group executive for sales, marketing and strategy.  The press release is Exhibit 99.1 of this Form 8-K.

 

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 26, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew Bonzani

 

 

 

Andrew Bonzani

 

 

 

Vice President,

 

 

 

Assistant General Counsel &

 

 

 

Secretary

 

3


EX-99.1 2 a11-28354_2ex99d1.htm EX-99.1

EXHIBIT 99.1

 

VIRGINIA M. ROMETTY ELECTED IBM PRESIDENT AND CEO;

SAMUEL J. PALMISANO CONTINUES AS CHAIRMAN

 

ARMONK, N.Y., October 25, 2011 . . . The IBM (NYSE: IBM) board of directors has elected Virginia M. Rometty president and chief executive officer of the company, effective January 1, 2012.  She was also elected a member of the board of directors, effective at that time.  Ms. Rometty is currently IBM senior vice president and group executive for sales, marketing and strategy.  She succeeds Samuel J. Palmisano, who currently is IBM chairman, president and chief executive officer.  Mr. Palmisano will remain chairman of the board.

 

“Ginni Rometty has successfully led several of IBM’s most important businesses over the past decade — from the formation of IBM Global Business Services to the build-out of our Growth Markets Unit,” Mr. Palmisano said.  “But she is more than a superb operational executive.  With every leadership role, she has strengthened our ability to integrate IBM’s capabilities for our clients.  She has spurred us to keep pace with the needs and aspirations of our clients by deepening our expertise and industry knowledge.  Ginni’s long-term strategic thinking and client focus are seen in our growth initiatives, from cloud computing and analytics to the commercialization of Watson.  She brings to the role of CEO a unique combination of vision, client focus, unrelenting drive, and passion for IBMers and the company’s future.  I know the board agrees with me that Ginni is the ideal CEO to lead IBM into its second century.”

 

Ms. Rometty said: “There is no greater privilege in business than to be asked to lead IBM, especially at this moment.  Sam had the courage to transform the company based on his belief that computing technology, our industry, even world economies would shift in historic ways.  All of that has come to pass.  Today, IBM’s strategies and business model are correct.  Our ability to execute and deliver consistent results for clients and shareholders is strong.  This is due to Sam’s leadership, his discipline, and his unshakable belief in the ability of IBM and IBMers to lead into the future.  Sam taught us, above all, that we must never stop reinventing IBM.”

 

Mr. Palmisano, 60, became IBM chief executive officer in 2002 and chairman of the board in 2003.  During his tenure, IBM exited commoditizing businesses, including PCs, printers and hard disk drives, and greatly increased investments in high-value businesses and technologies.  He has overseen the significant expansion of IBM in the emerging markets of China, India, Brazil, Russia and dozens of other developing countries, transforming IBM from a multinational into a globally integrated enterprise.  In 2008, he launched IBM’s Smarter Planet strategy, which describes the company’s view of the next era of information technology and its impact on business and society.

 

Since Mr. Palmisano became CEO, IBM has set records in pre-tax earnings, earnings per share, and free cash flow.  During Mr. Palmisano’s tenure, IBM increased EPS by almost five times, generated over $100 billion in free cash flow, and invested more than $50 billion in research and development — creating over $100 billion of shareholder value since 2002 through an increase in market capitalization and dividends paid.

 

As global sales leader for IBM, Ms. Rometty, 54, is accountable for revenue, profit, and client satisfaction in the 170 global markets in which IBM does business.  She is responsible for IBM’s worldwide results, which exceeded $99 billion in 2010.  She also is responsible for leading IBM’s global strategy, marketing and communications functions.  Previously, Ms. Rometty was senior vice president of IBM Global Business Services.  In that role, she led the successful integration of PricewaterhouseCoopers Consulting — the largest acquisition in professional services history, building a global team of more than 100,000 business consultants and services experts.  She has also served as general manager of IBM Global Services, Americas, and of IBM’s Global Insurance and Financial Services Sector.

 



 

Ms. Rometty joined IBM in 1981 as a systems engineer.  She holds a Bachelor of Science degree with high honors in computer science and electrical engineering from Northwestern University.

 

Contact:

IBM

 

Edward Barbini, 914-499-6565

 

barbini@us.ibm.com

 

 

 

Mike Fay, 914-499-6107

 

mikefay@us.ibm.com