0001104659-16-091464.txt : 20160126 0001104659-16-091464.hdr.sgml : 20160126 20160126170603 ACCESSION NUMBER: 0001104659-16-091464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160126 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: 20160126 DATE AS OF CHANGE: 20160126 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: 161362317 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 a16-2883_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: January 26, 2016

(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 Director.

 

On January 26, 2016, IBM announced that Mark Fields, president and chief executive officer of Ford Motor Company, has been elected to the IBM Board of Directors, effective March 1, 2016.  Mr. Fields is expected to become a member of IBM’s Directors and Corporate Governance Committee.

 

IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement dated March 9, 2015.  The press release is attached as 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: January 26, 2016

 

 

 

 

 

 

 

 

 

By:

/s/  Christina M. Montgomery

 

 

Christina M. Montgomery

 

 

Vice President, Assistant General Counsel and

 

 

Secretary

 

3

 EX-99.1 2 a16-2883_1ex99d1.htm EX-99.1

Exhibit 99.1

 

MARK FIELDS ELECTED TO IBM BOARD OF DIRECTORS

 

ARMONK, N.Y, January 26, 2016 . . . The IBM (NYSE: IBM) board of directors today elected Mark Fields to the board effective March 1, 2016. Mr. Fields, 55, is president and chief executive officer, Ford Motor Company.

 

Ginni Rometty, IBM chairman, president and chief executive officer, said: “We are pleased that Mark will be joining the IBM board of directors. Mark led the highly successful transformation of his company in a competitive industry where technology has driven innovation.  He is leading Ford into a future where cars are not only vehicles, but increasingly becoming mobile technology platforms.  His knowledge and insights in running a complex global business will make a significant contribution to IBM.”

 

Mr. Fields joined Ford in 1989.  In 2014, he became president and chief executive officer and was elected to the company’s board of directors, where he serves on the board’s finance committee.  Previously, he was chief operating officer, a position to which he was named to in 2012.  Prior to these positions, he was executive vice president, Ford Motor Company, and president of Ford’s Americas division.  In this role, he led the development, manufacturing, marketing and sales of Ford and Lincoln vehicles in the United States, Canada, Mexico and South America and was responsible for overseeing the transformation of the company’s North American operations and record profitability.  Fields also previously led Ford’s European operations, served as president and CEO, Mazda Motor Corporation in Japan and was the managing director of Ford Argentina earlier in his career.  He holds an economics degree from Rutgers University and an MBA from Harvard.

 

Mrs. Rometty also said the company is grateful for the service of two long-time board members, Alain J.P. Belda and William R. Brody, who, due to retirement, will not stand for re-election at the company’s April annual shareholders meeting.

 

LINK TO MARK FIELDS PHOTO/BIO on media.ford.com:

https://media.ford.com/content/fordmedia/fna/us/en/people/mark-fields.html

 

Contact:

IBM

 

 

 

Edward Barbini

 

 

 

barbini@us.ibm.com, 914-499-6565

 

 

 

 

 

 

 

Douglas Shelton

 

 

 

doshelton@us.ibm.com, 914-255-8115