Notice of Exempt Solicitation. Definitive Material. (px14a6g)
Business Machines Corporation (IBM)
Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA
Continuous IBM Shareholder for 10-years
Proposal 4 calls for an independent board
This proposal topic won 40% support at the 2019 IBM annual meeting
in spite of management resistance. Management failed to name any
specific step it has taken in response to this 2019 vote in the
last 2-years. Meanwhile our IBM stock has dropped from $140 to $130
in a booming market.
This 40% support was also in spite of management throwing the
kitchen sink at the proposal For instance management
suggested that the proposal may be moot, management put a negative
image next to the proposal and management added an electioneering
statement on the ballot.
This proposal topic won 42% support at the 2020
IBM annual meeting in spite of management resistance.
This 42% support
was also in spite of management throwing the kitchen sink at
the proposal For instance management suggested that the
proposal may be moot, management put a negative image next to the
proposal and management added an electioneering statement on the
fails to recognize that it currently takes well over 30% of the
shares that normally cast ballots at the annual meeting to call for
a special shareholder meeting. It would be hopeless to attempt to
ask the shareholders who do not even vote to go through the
bureaucratic process to call for a special meeting,
Since this 42% vote there has been an important development this
makes a shareholder right to act by written consent all the more
important. It is the almost universal abandonment of in-person
With online shareholder meetings there is no deliberation and no
discussion. The format is a shareholder question and a management
response. The management response can be totally unrelated to the
shareholder question. Then management can quickly move on to
another topic. An online meeting can also use a screener to
let in only softball questions.
And even if management restores in-person meetings for its annual
meetings, management can dictate that a special meeting be an
online meeting. Thus shareholders have far less motivation to call
for a special shareholder meeting.
Written consent can easily be structured so that all shareholders
receive notice. Written consent is a super democratic process
because if a shareholder is opposed to the topic of written consent
the shareholder simply does nothing and it counts against the
written consent campaign.
Written consent depends on broad support since 51% of all shares
outstanding must approve. With a shareholder meeting approval may
require only 35% support from the shares outstanding if many
shareholders simply do not vote.
Please vote for Proposals 4 and 5
And send a message to management about our underperforming
Written materials are submitted pursuant to Rule 14a-6(g)(1)
promulgated under the Securities Exchange Act of 1934.*
*Submission is not required of this filer under the terms of the
Rule, but is made voluntarily in the interest of public disclosure
and consideration of these important issues.
This is not a solicitation of authority to vote your proxy.
Please DO NOT send me your proxy card; the shareholder is not
able to vote your proxies, nor does this communication contemplate
such an event.
The shareholder asks all shareholders to vote their choices by
following the procedural instructions provided in the proxy