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: December 15, 2020

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

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:

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

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(b) (Departure of Named Executive Officer and Director) and

Item 5.02(e) (Compensatory Arrangement for Named Executive Officer)

On December 16, 2020, the company announced that Arvind Krishna, chief executive officer of IBM, has been elected chairman of the IBM Board of Directors, effective January 1, 2021.  As previously disclosed, Virginia M. Rometty will retire from the company and the IBM Board of Directors, effective December 31, 2020. The press release is Exhibit 99.1 of this Form 8-K.

The IBM Board of Directors has approved certain arrangements for Mrs. Rometty, as set forth in the letter attached as Exhibit 99.2. These arrangements are in effect following her retirement for a period of 3 years.

Consulting Arrangement

After Mrs. Rometty’s retirement from the company, she may be asked, from time to time, to provide services to the company as an independent contractor.  The fee for such services would be $20,000 per day for each day she provides four or more hours of services and $10,000 per day for each day that she provides less than four hours.

Office

To facilitate the IBM consulting services to be provided by Mrs. Rometty after her retirement, IBM will continue to provide company office space with administrative support.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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

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.

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.