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.       )

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¨ Preliminary Proxy Statement

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¨ Definitive Proxy Statement

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International Business Machines Corporation 

(Name of Registrant as Specified In Its Charter)

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Your Vote Counts! INTERNATIONAL BUSINESS MACHINES CORPORATION 1 NEW ORCHARD RD, MD 325 ARMONK, NY 10504 INTERNATIONAL BUSINESS MACHINES CORPORATION You invested in INTERNATIONAL BUSINESS MACHINES CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on April 30, 2024. Vote Virtually at the Meeting* April 30, 2024 1:00 p.m. Eastern Time Virtually at: www.virtualshareholdermeeting.com/IBM2024 *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V28929-P04943 Get informed before you vote View the Notice of Meeting, Proxy Statement and Annual Report online at www.ProxyVote.com OR you can receive a free paper or email copy of the material(s) by requesting prior to April 16, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. 2024 Annual Meeting Vote by April 29, 2024 11:59 PM ET. For 401(k) Plan shares, vote by April 28, 2024 11:59 PM ET.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings.” Voting Items Board Recommends V28930-P04943 1. Election of Directors for a Term of One Year Nominees: 1a. Marianne C. Brown For 1b. Thomas Buberl For 1c. David N. Farr For 1d. Alex Gorsky For 1e. Michelle J. Howard For 1f. Arvind Krishna For 1g. Andrew N. Liveris For 1h. F. William McNabb III For 1i. Michael Miebach For 1j. Martha E. Pollack For 1k. Peter R. Voser For 1l. Frederick H. Waddell For 1m. Alfred W. Zollar For 2. Ratification of Appointment of Independent Registered Public Accounting Firm For 3. Advisory Vote on Executive Compensation For 4. Stockholder Proposal Requesting a Public Report on Lobbying Activities Against 5. Stockholder Proposal Requesting a Public Report on Congruency in China Business Operations and ESG Activities 6. Stockholder Proposal Requesting a Right to Act by Written Consent 7. Stockholder Proposal Requesting a Public Report on Climate Lobbying 8. Stockholder Proposal Requesting the Adoption of Greenhouse Gas Emissions Targets Against Against Against Against