INTERNATIONAL BUSINESS MACHINES CORP

The proposal requests that IBM’s Directors and Corporate Governance Committee amend the outside-director stock ownership guidelines so that personal ownership of non-deferred IBM common stock (rather than counting deferred Promised Fee Shares) becomes mandatory at a meaningful level within a specified period after election. The proponent argues the current policy allows directors to satisfy ownership requirements solely via Promised Fee Shares (PFS) under the DCEAP, which cannot be sold or voted while serving, so some directors may hold no personally owned shares. The proposal’s rationale is that requiring personal ownership would better align directors’ financial interests with those of stockholders and demonstrate confidence in the company. It asks the Board to adopt a meaningful personal-holdings threshold and timeline to replace or supplement the existing approach.

The proposal asks the Board to adopt a written-consent right enabling shareholders who collectively hold the minimum number of votes required to approve an action at a fully attended meeting to effect that action via written consent, without discrimination based on length of ownership. The proponent argues that IBM’s 25% special-meeting threshold is unreachably high for many investors and that written consent would provide an additional, efficient governance mechanism for shareholders to engage or act between annual meetings. Supporters say the change would strengthen stockholder accountability and give dissatisfied owners a practical tool when the company underperforms. The proposal cites prior shareholder support and requests the Board implement the right to initiate any appropriate topic by written consent.

The proposal requests a Board report within one year describing IBM’s methods to detect and mitigate bias in its AI/foundation models and assessing the risk that interventions aimed at avoiding disparate impact could reduce model accuracy and trust. It asks the company to explain how it distinguishes between inaccurate model bias and real-world outcome disparities, what safeguards are used to avoid distorting data, and how fairness metrics are balanced against accuracy and reliability. The proponent cites public concerns about partisan slant in LLMs and federal interest in preventing models that sacrifice truthfulness to ideological agendas. The requested assessment is intended to inform investors about technical controls, governance and reputational risks related to IBM’s model development and deployment.

The proposal asks IBM to evaluate and publish a report within one year that analyzes the benefits, costs, and legal, reputational, competitive and other relevant risks associated with the company’s charitable donations, partnerships and related support. The proponent cites concerns that corporate charitable giving can be one-sided on controversial social issues (notably gender/sexuality) and that such support may alienate customers, employees, and shareholders or create reputational and market risks. The requested report would review whether IBM’s charitable relationships and policies expose the company to these risks and provide management and the Board a structured assessment to inform future decisions. The proposal requests the report exclude proprietary or confidential information and to be produced at reasonable expense.