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IBM (NYSE: IBM) expands board to 14 directors with Ramon Laguarta

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

International Business Machines Corporation filed a current report to document a corporate governance change. In connection with the election of Ramon Laguarta to the Board of Directors, IBM amended Article III, Section 2 of its By-laws to increase the number of directors to fourteen, effective March 1, 2026. The amended By-laws are included as an exhibit to the report, along with the required cover page interactive data file.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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: March 1, 2026
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-236013-0871985
(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
(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:
☐ 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 classTrading symbol(s)Name of each exchange on which registered
Capital stock, par value $.20 per shareIBMNew York Stock Exchange
NYSE Texas
0.300% Notes due 2026IBM 26BNew York Stock Exchange
1.250% Notes due 2027IBM 27BNew York Stock Exchange
3.375% Notes due 2027IBM 27FNew York Stock Exchange
0.300% Notes due 2028IBM 28BNew York Stock Exchange
1.750% Notes due 2028IBM 28ANew York Stock Exchange
1.500% Notes due 2029IBM 29New York Stock Exchange
0.875% Notes due 2030IBM 30ANew York Stock Exchange
2.900% Notes due 2030IBM 30CNew York Stock Exchange
1.750% Notes due 2031IBM 31New York Stock Exchange
3.000% Notes due 2031IBM 31ANew York Stock Exchange
3.625% Notes due 2031IBM 31BNew York Stock Exchange
0.650% Notes due 2032IBM 32ANew York Stock Exchange
3.150% Notes due 2033IBM 33ANew York Stock Exchange
3.450% Notes due 2034IBM 34ANew York Stock Exchange
1.250% Notes due 2034IBM 34New York Stock Exchange
3.750% Notes due 2035IBM 35New York Stock Exchange
3.450% Notes due 2037IBM 37New York Stock Exchange
3.850% Notes due 2038IBM 38BNew York Stock Exchange
4.875% Notes due 2038IBM 38New York Stock Exchange
1.200% Notes due 2040IBM 40New York Stock Exchange
4.000% Notes due 2043IBM 43New York Stock Exchange
3.800% Notes due 2045IBM 45ANew York Stock Exchange
Floating Rate Notes due 2028IBM 28ENew York Stock Exchange
6.22% Debentures due 2027IBM 27New York Stock Exchange
6.50% Debentures due 2028IBM 28New York Stock Exchange
5.875% Debentures due 2032IBM 32DNew York Stock Exchange
7.00% Debentures due 2045IBM 45New York Stock Exchange
7.125% Debentures due 2096IBM 96New 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 5.03(a). Amendment to By-laws.
In connection with the election of Ramon Laguarta to the IBM Board of Directors, effective March 1, 2026, Article III, Section 2 of IBM's By-laws was amended to increase the number of directors to fourteen, effective March 1, 2026. Exhibit 3.2 of this Form 8-K contains IBM's amended By-laws.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
Exhibit No.Description of Exhibit
3.2
The By-laws of IBM, as amended through March 1, 2026

The following exhibit is being filed as part of this report:
Exhibit No.Description of Exhibit
104Cover Page Interactive Data File (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: March 3, 2026
By:
/s/ Jane P. Edwards
Jane P. Edwards
Vice President, Assistant General Counsel and Secretary
3

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did IBM (IBM) report in this 8-K filing?

IBM reported a governance change, amending its By-laws to expand the Board of Directors to fourteen members. This amendment is tied to the election of Ramon Laguarta to the IBM Board, effective March 1, 2026, and is documented in the updated By-laws exhibit.

Why did IBM (IBM) amend Article III, Section 2 of its By-laws?

IBM amended Article III, Section 2 of its By-laws to increase the authorized number of directors to fourteen. The change was made in connection with the election of Ramon Laguarta to the Board, ensuring the By-laws align with the new board composition effective March 1, 2026.

When does IBM’s increase to fourteen directors become effective?

The increase in IBM’s Board size to fourteen directors is effective March 1, 2026. This effective date coincides with the election of Ramon Laguarta to the Board, and the amended By-laws reflecting this change are included as Exhibit 3.2 to the current report.

Which exhibits did IBM (IBM) provide with this 8-K filing?

IBM furnished Exhibit 3.2, containing its By-laws as amended through March 1, 2026, and filed Exhibit 104, the cover page interactive data file. These exhibits formally document the By-law amendment and provide required Inline XBRL cover data for regulatory and investor reference.

Does this IBM (IBM) 8-K involve new financial results or earnings data?

This 8-K focuses on a By-law amendment and Board composition change rather than financial results. It documents the increase in the number of directors to fourteen and includes the amended By-laws and cover page interactive data file, without presenting new earnings or operating performance figures.

Where can investors find more information about IBM (IBM) and this governance change?

Investors can find more information on IBM’s website at www.ibm.com, including its dedicated investor section at www.ibm.com/investor. The amended By-laws are provided as Exhibit 3.2 with this report, offering detailed language on the Board size and related governance provisions.

Filing Exhibits & Attachments

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