IBM - International Business Machines Corporation

10/22/2021 | Press release | Distributed by Public on 10/22/2021 14:21

Amendments to Articles of Incorporation/Bylaws/Change in Fiscal Year - Form 8-K







Date of Report : October 22, 2021

(Date of earliest event reported)


(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)


(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 class Trading symbol(s) Name of each exchange
on which registered
Capital stock, par value $.20 per share IBM New York Stock Exchange
NYSE Chicago
2.625% Notes due 2022 IBM 22A New York Stock Exchange
1.250% 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
0.300% Notes due 2028 IBM 28B 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
0.650% Notes due 2032 IBM 32A New York Stock Exchange
1.200% Notes due 2040 IBM 40 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The IBM Board of Directors adopted amendments to IBM's By-laws, effective October 25, 2021, to amend Article III, Section 2, to increase the number of directors from twelve to thirteen as a result of the previously disclosed election of Al Zollar.

The foregoing description of the amendments to the By-laws is qualified in its entirety by the text of the By-laws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

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
3.2 The By-laws of IBM, as amended through October 25, 2021
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 ( contains a significant amount of information about IBM, including financial and other information for investors ( IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.



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: October 22, 2021
By: /s/ Frank Sedlarcik
Frank Sedlarcik
Vice President, Assistant General Counsel and Secretary