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Title of each class
Trading symbol

 

 

 

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 28, 2020

(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.)

 

One New Orchard Road

 
Armonk, New York 10504
(Address of principal executive offices) (Zip Code)

 

914-499-1900

(Registrants 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange
on which registered
Capital stock, par value $.20 per share   IBM   New York Stock Exchange
        Chicago Stock Exchange
2.750% Notes due 2020   IBM 20B   New York Stock Exchange
1.875% Notes due 2020   IBM 20A   New York Stock Exchange
0.500% Notes due 2021   IBM 21B   New York Stock Exchange
2.625% Notes due 2022   IBM 22A   New York Stock Exchange
1.25% Notes due 2023   IBM 23A   New York Stock Exchange
0.375% Notes due 2023   IBM 23B   New York Stock Exchange
1.125% Notes due 2024   IBM 24A   New York Stock Exchange
2.875% Notes due 2025   IBM 25A   New York Stock Exchange
0.950% Notes due 2025   IBM 25B   New York Stock Exchange
0.875% Notes due 2025   IBM 25C   New York Stock Exchange
0.300% Notes due 2026   IBM 26B   New York Stock Exchange
1.250% Notes due 2027   IBM 27B   New York Stock Exchange
1.750% Notes due 2028   IBM 28A   New York Stock Exchange
1.500% Notes due 2029   IBM 29   New York Stock Exchange
1.750% Notes due 2031   IBM 31   New York Stock Exchange
7.00% Debentures due 2025   IBM 25   New York Stock Exchange
6.22% Debentures due 2027   IBM 27   New York Stock Exchange
6.50% Debentures due 2028   IBM 28   New York Stock Exchange
7.00% Debentures due 2045   IBM 45   New York Stock Exchange
7.125% Debentures due 2096   IBM 96   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

 

 

 

 

 

Item 5.02 Certain Officers; Election of Director

 

On January 30, 2020, IBM announced that Arvind Krishna has been elected Chief Executive Officer and a member of the IBM Board of Directors, effective April 6, 2020. Mr. Krishna is presently IBM Senior Vice President for Cloud and Cognitive Software. Jim Whitehurst, IBM Senior Vice President and CEO of Red Hat will become IBM President, also effective April 6, 2020. Virginia M. Rometty will continue as IBM Executive Chairman through year-end 2020. The press release is Exhibit 99.1 of this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed as part of this report:

 

Exhibit No.   Description of Exhibit
99.1   Press Release
104   Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

 

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 31, 2020  
   
     
  By: /s/ Frank Sedlarcik
    Frank Sedlarcik
    Vice President, Assistant General Counsel and Secretary

 

 

3

 

 

 

 

EXHIBIT 99.1

 

ARVIND KRISHNA ELECTED IBM CHIEF EXECUTIVE OFFICER

 

JAMES WHITEHURST ELECTED IBM PRESIDENT

 

VIRGINIA ROMETTY CONTINUES AS IBM EXECUTIVE CHAIRMAN OF THE BOARD

 

Armonk, N.Y., January 30, 2020. The IBM (NYSE: IBM) Board of Directors has elected Arvind Krishna as Chief Executive Officer of the company and a member of the Board of Directors, effective April 6, 2020. Krishna is currently IBM Senior Vice President for Cloud and Cognitive Software, and was a principal architect of the company’s acquisition of Red Hat. James Whitehurst, IBM Senior Vice President and CEO of Red Hat, was also elected by the Board as IBM President, effective April 6, 2020. Virginia Rometty, IBM Chairman, President and Chief Executive Officer, will continue as Executive Chairman of the Board and serve through the end of the year, when she will retire after almost 40 years with the company.

 

“Arvind is the right CEO for the next era at IBM,” said Rometty. "He is a brilliant technologist who has played a significant role in developing our key technologies such as artificial intelligence, cloud, quantum computing and blockchain. He is also a superb operational leader, able to win today while building the business of tomorrow. Arvind has grown IBM’s Cloud and Cognitive Software business and led the largest acquisition in the company’s history. Through his multiple experiences running businesses in IBM, Arvind has built an outstanding track record of bold transformations and proven business results, and is an authentic, values-driven leader. He is well-positioned to lead IBM and its clients into the cloud and cognitive era.”

 

“Jim is also a seasoned leader who has positioned Red Hat as the world’s leading provider of open source enterprise IT software solutions and services, and has been quickly expanding the reach and benefit of that technology to an even wider audience as part of IBM,” Rometty continued. “In Arvind and Jim, the Board has elected a proven technical and business-savvy leadership team.”

 

Virginia Rometty, 62, became Chairman, President and Chief Executive Officer of IBM in 2012. During her tenure she made bold changes to reposition IBM for the future, investing in high value segments of the IT market and optimizing the company’s portfolio. Under Rometty’s leadership, IBM acquired 65 companies, built out key capabilities in hybrid cloud, security, industry and data, and AI both organically and inorganically, and successfully completed one of the largest technology acquisitions in history. She reinvented more than 50% of IBM’s portfolio, built a $21 billion hybrid cloud business and established IBM’s leadership in AI, quantum computing and blockchain, while divesting nearly $9 billion in annual revenue to focus the portfolio on IBM’s high value, integrated offerings.

 

 

 

 

Rometty also established IBM as the industry’s leading voice in technology ethics and data stewardship, working relentlessly to usher new technologies safely into society, and enabling people of diverse backgrounds and education levels to participate in the digital future. She has been committed to building talent and skills around the world. She created thousands of New Collar jobs and championed the reinvention of education around the world, including the explosive growth of the six-year Pathways in Technology Early College High Schools, or P-TECHs, which are helping prepare the workforce of the future, serving hundreds of thousands of students in 200 schools and 24 countries.

 

“Ginni has provided outstanding leadership for IBM, substantially transforming the company and ushering in a new cloud and cognitive era,” said Michael Eskew, Lead Director of the IBM Board of Directors. “She has taken bold strategic actions to reposition IBM for the future, shedding businesses and growing new units organically and through acquisition, all while achieving record diversity and employee engagement and setting the industry standard for responsible technology ethics and data stewardship.”

 

“With the strong foundation now established by Ginni for IBM’s future, the Board is confident that Arvind is the right CEO to lead IBM,” Eskew continued. “The Board ran a world-class succession process and found in Arvind a leader with the business acumen, operational skills, and technology vision needed to guide IBM in this fast-moving industry.”

 

“Arvind thinks and executes squarely at the intersection of business and technology,” said Alex Gorsky, Chairman of the Board’s Executive Compensation and Management Resources Committee. “He is an ideal leader to succeed Ginni and take IBM and its clients into the next chapter of the cloud and cognitive era. Jim has been a great addition to IBM’s leadership team. His considerable business and leadership skills will help IBM grow and flourish, and as President he will help Arvind and IBM continue to accelerate and scale the benefits of Red Hat, while ensuring that Red Hat also preserves its unique culture and commitment to open source innovation.”

 

“I am thrilled and humbled to be elected as the next Chief Executive Officer of IBM, and appreciate the confidence that Ginni and the Board have placed in me,” said Krishna. “IBM has such talented people and technology that we can bring together to help our clients solve their toughest problems. I am looking forward to working with IBMers, Red Hatters and clients around the world at this unique time of fast-paced change in the IT industry. We have great opportunities ahead to help our clients advance the transformation of their business while also remaining the global leader in the trusted stewardship of technology. Jim will be a great partner in the next step of this journey.”

 

 

 

 

“I am truly honored to be elected as IBM’s President,” said Whitehurst. “I look forward to working with Arvind, and with IBMers and Red Hatters alike, to continue to bring together the best of our companies and cultures. I’ve had the opportunity to interact with IBMers across the company over the past few months, and I have been so impressed with the talented and dedicated team we have. When I first joined, I said that I believe we have the opportunity to be the defining technology company of the twenty-first century. After working with our clients, IBMers and Red Hatters over the past months, I am even more convinced of that opportunity today.”

 

Krishna, 57, is IBM Senior Vice President for Cloud and Cognitive Software, where he leads the IBM business unit that provides the cloud and data platform on which IBM’s clients build the future. His current responsibilities also include the IBM Cloud, IBM Security and Cognitive Applications business, and IBM Research. Previously, he was general manager of IBM’s Systems and Technology Group’s development and manufacturing organization. Prior to that he built and led many of IBM’s data-related businesses. He has an undergraduate degree from the Indian Institute of Technology, Kanpur, and a PhD. in electrical engineering from the University of Illinois at Urbana-Champaign. He joined IBM in 1990.

 

Whitehurst, 52, is IBM Senior Vice President and CEO of Red Hat, which was acquired by IBM in 2019. He has been an avid advocate for open software as a catalyst for business innovation. During his tenure at Red Hat, revenue grew over eight times and market capitalization by more than 10 times. He joined Red Hat from Delta Airlines, where he drove significant international expansion and as Chief Operating Officer oversaw all aspects of airline operations. Prior to that he was a partner at The Boston Consulting Group. Mr. Whitehurst earned a bachelor’s degree in Computer Science and Economics from Rice University, and holds an MBA from Harvard Business School.

 

Contact:  IBM
   Jonathan Adashek, 914-499-6606
   Jonathan.Adashek@ibm.com