International Business Machines Corporation · NYSE:IBM
International Business Machines — Shareholder Meeting (April 2018)
21 slides from International Business Machines's shareholder meeting presentation, Apr 2, 2018
Slide 1: Business Overview
Business Overview IBM is at the forefront of enterprise technology market opportunities Strategy 1 Returned IBM to revenue growth in the 4th quarter, capping off a year led by: Cloud revenues of $17B and an as-a-service exit run-rate of $10B Security revenue over $3B Sustained Systems momentum Gener
Slide 2: IBM Differentiation
IBM Differentiation Innovative technology enables market leadership Leverage industry expertise to provide integrated industry solutions Trust and security with deep client relationships Delivered through an integrated model Repositioned for the Future Invested in key emerging high value segments; r
Slide 3: Investing for Long-Term Value
Investing for Long-Term Value IBM leverages innovation and expertise to build new platforms and solutions while modernizing our enduring platforms Strategy 3 Integrated Model Innovative Technology Value Drivers Integrated model and trusted client relationships First mover in the most promising, emer
Slide 4: Year-Round Stockholder Engagement
Year-Round Stockholder Engagement Compensation Practices We have a long-standing practice of meeting with a significant number of our largest investors to solicit their feedback on corporate governance and executive compensation matters 4 We engage on a broad number of topics including our ESG pract
Slide 5: Enhancements to Compensation Program
Enhancements to Compensation Program What We Heard Compensation Committee’s Response Compensation Practices On Disclosure Transparency General preference for simplicity in pay program disclosure Increased transparency around achievement of incentive goals Redesigned proxy to enhance readability and
Slide 6: Executive Compensation Alignment
Executive Compensation Alignment Pay Element Vehicle Metrics Long-Term Incentive Plan Performance Share Units (3-year vest) Restricted Stock Units (Typically 4-year vest) 70% - Operating Earnings Per Share 30% - Free Cash Flow Stock price Relative Return on Invested Capital (ROIC) modifier Stock pri
Slide 7: Strategic Imperatives Revenue
Strategic Imperatives Revenue Supports portfolio shift into a cognitive solutions and cloud platform company that will increase margins and deliver highest value opportunities for our clients and stockholders Compensation is Linked to Performance Against Core Business Metrics 2017 compensation metri
Slide 8: Executive Compensation Practices
Executive Compensation Practices IBM embraces numerous compensation best practices in support of its pay-for-performance culture What We Do Tie a significant portion of pay to company performance Mitigate risk taking by emphasizing long-term equity incentives, placing caps on potential payments, and
Slide 9: Incentive Plan Targets and Payouts
Incentive Plan Targets and Payouts The long-term incentive plan paid out at 67% for the 2015-2017 period due to lower operating EPS and free cash flow performance in the 3-year period as we continued to transform the business As a result of the Chairman & CEO’s effective leadership and significant p
Slide 10: Effective Board Leadership & Governance Best Practices
Effective Board Leadership & Governance Best Practices Our Board is committed to ensuring it has the appropriate leadership, qualifications, and perspectives to oversee the company Corporate Governance 10 Independent Oversight Michael Eskew Independent Presiding Director with robust and well-defined
Slide 11: Active Board Refreshment and Strong Oversight
Active Board Refreshment and Strong Oversight Board of Directors Alex Gorsky Chairman & CEO, Johnson & Johnson Global business and technology experience Member of the Business Roundtable and The Business Council Hutham S. Olayan Vice Chairman, Olayan Group Global business experience Member of the Co
Slide 12: Voting Item 4: Stockholder Proposal on Lobbying Disclosure
Voting Item 4: Stockholder Proposal on Lobbying Disclosure Stockholder Proposals The Board urges stockholders to vote AGAINST this proposal given our existing disclosures on lobbying activities and expenditures, including expenditures made through trade associations, as required by law IBM has estab
Slide 13: Voting Item 5: Stockholder Proposal on Special Shareholder Meeting
Voting Item 5: Stockholder Proposal on Special Shareholder Meeting Stockholder Proposals 13 Current 25% threshold is consistent with market practices and accurately reflects the preference of IBM’s stockholders The same proposal was reviewed and rejected by a majority of the votes cast at the 2010 a
Slide 14: Voting Item 6: Stockholder Proposal on Independent Chairman
Voting Item 6: Stockholder Proposal on Independent Chairman Stockholder Proposals The Board recommends a vote AGAINST this proposal because the current board leadership structure with our strong, Independent Presiding Director complementing our Chairman and CEO, has proven effective IBM’s Independen
Slide 15: Rich History of Diversity and Inclusion
Rich History of Diversity and Inclusion Corporate Social Responsibility 15 Since inception, we have been committed to diversity and inclusion efforts across the organization First Female CEO appointed: Virginia Rometty 2017 Expanded family leave for mothers, fathers, partners and adoptive parents Wo
Slide 16: Corporate Social Responsibility
Corporate Social Responsibility Environment Supply Chain Demonstrably committed to environmental leadership for over four decades 40%+ of electricity consumed during 2016 came from renewable sources 38%+ reduction in CO2 emissions since 2005 IBM’s Green Horizon initiative: harnesses the power of cog
Slide 17: We request your support at the 2018 Annual Shareholder Meeting
FOR election of directors proposed by IBM’s Board of Directors FOR ratification of the appointment of PricewaterhouseCoopers LLP as IBM’s independent registered public accounting firm FOR advisory vote on executive compensation We request your support at the 2018 Annual Shareholder Meeting 17 Our Bo
Slide 18: We request your support at the 2018 Annual Shareholder Meeting
We request your support at the 2018 Annual Shareholder Meeting + Our Board is composed of a diverse and experienced group of leaders who are uniquely positioned to effectively oversee IBM's business and strategy. We have been particularly focused on adding fresh perspectives into the boardroom and a
Slide 19: Appendix A
Appendix A
Slide 20: Forward-looking statements and non-GAAP information
Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the company’s current assumptions regarding future business and f
Slide 21: Letter to IBM Shareholders, April 2, 2018
April 2, 2018 Dear IBM Shareholders, As the independent Presiding Director and the Chairs of the Committees of the IBM Board of Directors, we are writing to you on behalf of the entire Board to thank you for your support and your investment in IBM. We are proud of the substantial progress the Compan
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