INTERNATIONAL BUSINESS MACHINES CORP

Regulatory Filings • Mar 17, 2025

DEFA14A 1 tm259427d1_defa14a.htm DEFA14A

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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.    )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

International Business Machines Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange
Act Rules 14a6(i)(1) and 0-11

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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SUPPLEMENT TO 2025 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT DATED MARCH 10, 2025 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2025

This proxy statement supplement (the “Supplement”) supplements and amends the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission by International Business Machines Corporation on March 10, 2025.

R.D. Thomas’s total compensation for 2024, as set forth in the “Total” column of the 2024 Summary Compensation Table on page 48 of the Proxy Statement, was incorrectly stated as $11,852,598. The correct “Total” amount is $12,283,398. All other amounts in the Summary Compensation Table are correct, and all other tables in the Proxy Statement utilize the correct total 2024 compensation amount for Mr. Thomas.

This corrected information replaces the information originally included in the Proxy Statement.

Except as specifically discussed in this Explanatory Note, this Supplement does not otherwise modify or update any other disclosures presented in the Proxy Statement. This Supplement should be read with the Proxy Statement, and, from and after the date of this Supplement, any references to the “Proxy Statement” shall be deemed to include the Proxy Statement as amended by this Supplement.

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