As filed with the Securities and Exchange
Commission on February 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified
in its charter)
New York
(State or other jurisdiction of
incorporation or organization) |
13-0871985
(I.R.S. Employer
Identification No.) |
One New
Orchard Road
Armonk, New York 10504
(Address of Principal Executive Offices,
including Zip Code)
IBM HashiCorp Acquisition Long-Term Performance
Plan
HashiCorp, Inc. 2021 Equity Incentive
Plan
HashiCorp, Inc. 2014 Stock Plan
(Full title of the plan)
Jane P. Edwards, Esq.
Vice President, Assistant General
Counsel and Secretary
International Business Machines Corporation
Corporate Legal Department
Armonk, New York 10504
(914) 499-1900
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Scott A. Barshay, Esq.
Paul, Weiss, Rifkind, Wharton
& Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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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 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTORY STATEMENT
On April 24, 2024, International Business Machines
Corporation (“IBM”), McCloud Merger Sub, Inc. (“Sub”), a wholly owned subsidiary of IBM, and HashiCorp, Inc. (“HashiCorp”)
entered into the Agreement and Plan of Merger, dated as of April 24, 2024 (the “Merger Agreement”).
The Merger Agreement provides that, at the
effective time of the Merger, each restricted stock unit (“RSU”) with respect to HashiCorp common stock (other than RSUs
that are cashed out pursuant to the Merger Agreement) granted under the HashiCorp, Inc. 2014 Stock Plan or the HashiCorp, Inc. 2021
Equity Incentive Plan, in each case, as amended (together, the “Benefit Plans”) that is outstanding immediately prior to
the effective time (the “Rollover RSUs”) will be converted at the effective time into an RSU with respect to IBM capital
stock subject to substantially the same terms and conditions as were applicable to the Rollover RSUs with respect to a number of
shares of IBM capital stock determined by multiplying (1) the number of shares of HashiCorp common stock subject to such Rollover
RSU immediately prior to the effective time by (2) a fraction, the numerator of which is $35.00 and the denominator of which is the
average closing price per share of IBM capital stock on the New York Stock Exchange Composite Transactions Tape on the 20 trading
days immediately preceding the date on which the effective time occurs (the “Exchange Ratio”) (rounded down to the
nearest whole share).
The Merger Agreement provides that, at the effective
time of the Merger, each performance-based RSU (“PSU”) with respect to HashiCorp common stock (other than PSUs that are cashed
out pursuant to the Merger Agreement) granted under the Benefit Plans that is outstanding immediately prior to the effective time (the
“Rollover PSUs”) will be converted at the effective time into an RSU with respect to IBM capital stock subject to substantially
the same terms and conditions as were applicable under such Rollover PSU (other than the performance-based vesting schedule, which will
be converted into a service-based vesting schedule in accordance with the applicable award agreement), with respect to a number of shares
of IBM capital stock determined by multiplying (1) the number of shares of HashiCorp common stock subject to such Rollover PSU immediately
prior to the effective time (with any performance conditions deemed to be achieved at the target level) by (2) the Exchange Ratio (rounded
down to the nearest whole share).
The Merger Agreement provides that, at the effective
time of the Merger, each share of HashiCorp common stock that remains available for issuance pursuant to the Benefit Plans (the “Residual
Shares”) will be converted into shares of IBM capital stock available for issuance determined by multiplying the number of Residual
Shares by the Exchange Ratio.
On July 29, 2024, the independent Executive
Compensation and Management Resources Committee of the Board of Directors of IBM unanimously approved, subject to and contingent upon
the consummation of the Merger, the IBM HashiCorp Acquisition Long-Term Performance Plan, filed as an exhibit to this Registration Statement
(the “New Plan”). The New Plan meets certain requirements set forth by the New York Stock Exchange for use without further
stockholder approval, including that eligible participants in the New Plan are limited to individuals who were not employed by IBM as
of the closing of the Merger.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
All information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933,
as amended (the “Securities Act”) and the Note to Part I of Form S-8.
| Item 2. | Registrant Information and Employee Plan Annual Information. |
All information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the
Note to Part I of Form S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed with
the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein and shall be deemed a part
hereof:
| · | The Annual Report of IBM on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February
25, 2025. |
| · | The portions of IBM’s Definitive Proxy Statement on Schedule 14A for the 2024 annual meeting of stockholders filed on March
11, 2024 that are incorporated by reference in the Annual Report on Form
10-K for the fiscal year ended December 31, 2023. |
| · | The Current Report of IBM on Form 8-K filed with the Commission on February
7, 2025. |
| · | The description of IBM’s capital stock contained in IBM’s registration statements filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the “Exchange Act”), and any amendment or report filed for the purpose of updating any such
description. |
All documents filed by IBM pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such documents. In no event, however, shall any information that
IBM discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and any corresponding exhibits thereto, which IBM may furnish
to the Commission from time to time, be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
The validity of the IBM capital stock, par value
$.20 per share, offered hereby has been passed upon by Jane P. Edwards, Esq., Vice President, Assistant General Counsel and Secretary
of IBM. As of February 27, 2025, Ms. Jane P. Edwards beneficially owns shares of IBM capital stock, par value $.20 per share, and options
to purchase shares of IBM capital stock, par value $.20 per share.
| Item 6. | Indemnification of Directors and Officers. |
The By-Laws of IBM (Article VI, Section 6) provide
the following:
“The Corporation shall, to the fullest extent permitted
by applicable law as in effect at any time, indemnify any person made, or threatened to be made, a party to an action or proceeding whether
civil or criminal (including an action or proceeding by or in the right of the Corporation) by reason of the fact that such person is
(i) an officer or director of the Corporation or (ii) an officer or director of the Corporation who is asked to serve in any capacity
at the request of the Corporation in any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against,
in each case, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein. Such indemnification shall be a contract right that vests upon
the occurrence or alleged occurrence of any act or omission to act that forms the basis for or is related to the claim for which indemnification
is sought and shall include the right to be paid advances of any expenses incurred by such person in connection with such action, suit
or proceeding, and the right to be indemnified for expenses incurred by such person in connection with successfully establishing a right
to indemnification, in each case consistent with the provisions of applicable law in effect at any time. Indemnification shall be deemed
to be ‘permitted’ within the meaning of the first sentence hereof if it is not expressly prohibited by applicable law as in
effect at the time. The indemnification rights hereunder shall continue as to any such person who has ceased to be an officer or director
of the Corporation and shall inure to the benefit of the heirs, executors and administrators of any such person. If the right of indemnification
provided for in this Section 6 is amended or repealed, such amendment or repeal will not limit the indemnification provided for herein
with respect to any acts or omissions to act occurring prior to any such amendment or repeal.”
The Certificate of Incorporation of IBM (Article Eleven) provides
the following:
“Pursuant to Section 402(b) of the Business Corporation
Law of the State of New York, the liability of the Corporation’s directors to the Corporation or its stockholders for damages for
breach of duty as a director shall be eliminated to the fullest extent permitted by the Business Corporation Law of the State of New York,
as it exists on the date hereof or as it may hereafter be amended. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.”
With certain limitations, Sections 721 through
726 of the New York Business Corporation Law permit a corporation to indemnify a director or officer made a party to an action (i) by
a corporation or in its right in order to procure a judgment in its favor unless he shall have breached his duties, or (ii) other than
an action by or in the right of the corporation in order to procure a judgment in its favor, if such director or officer acted in good
faith and in a manner he reasonably believed to be in or, in certain cases not opposed to, such corporation’s interest and additionally,
in criminal actions, had no reasonable cause to believe his conduct was unlawful.
In addition, IBM maintains directors’ and
officers’ liability insurance policies.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Exhibit Number |
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Description |
| 4.1 |
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Certificate of Incorporation of IBM (incorporated by reference to Exhibit 3.1 to Form 10-K filed on February 22, 2022) |
| 4.2 |
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By-Laws of IBM, as amended through April 30, 2024 (incorporated by reference to Exhibit 3.2 to Form 10-Q filed on April 30, 2024) |
| 4.3 |
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HashiCorp Inc. 2014 Stock Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 10.2 to Form S-1 filed by HashiCorp, Inc. on November 4, 2021) |
| 4.4 |
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HashiCorp, Inc. 2021 Equity Incentive Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.3 to form S-1 filed by HashiCorp, Inc. on November 4, 2021) |
| 4.5 |
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IBM HashiCorp Acquisition Long-Term Performance Plan |
| 5.1 |
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Opinion of Jane P. Edwards, Esq., Vice President, Assistant General Counsel and Secretary, regarding the legality of the securities being issued |
| 23.1 |
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Consent of PricewaterhouseCoopers LLP |
| 23.2 |
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Consent of Jane P. Edwards, Esq., Vice President, Assistant General Counsel and Secretary (included in Exhibit 5.1) |
| 24.1 |
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Powers of Attorney |
| 107 |
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Filing Fee Table |
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing
Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;
and
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of North Castle, State of New York, on the 27th day of February, 2025.
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INTERNATIONAL BUSINESS MACHINES CORPORATION |
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By: |
/s/ Jane P. Edwards |
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Name: |
Jane P. Edwards |
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Title: |
Vice President, Assistant General Counsel and Secretary |
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Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, on the 27th day of February,
2025.
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Signature |
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Title |
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Chairman, President and Chief Executive Officer (Principal Executive Officer) |
| Arvind Krishna |
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Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
| James J. Kavanaugh |
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Vice President and Controller (Principal Accounting Officer) |
| Nicolás A. Fehring |
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Director |
| Marianne C. Brown |
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Director |
| Thomas Buberl |
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Director |
| David N. Farr |
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Director |
| Alex Gorsky |
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Director |
| Michelle Howard |
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Director |
| Andrew N. Liveris |
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Director |
| F. William McNabb III |
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Director |
| Michael Miebach |
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Director |
| Martha E. Pollack |
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Director |
| Peter R. Voser |
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Director |
| Frederick H. Waddell |
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| * |
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Director |
| Alfred W. Zollar |
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* The undersigned, by signing her name hereto, does hereby execute
this Registration Statement pursuant to powers of attorney filed as Exhibit 24.1 to this Registration Statement.
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By: |
/s/ Jane P. Edwards |
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Name: |
Jane P. Edwards |
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Title: |
Attorney-in-Fact |
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EXHIBIT 4.5
PROSPECTUS
International Business Machines Corporation
IBM HashiCorp Acquisition Long-Term Performance
Plan
7,062,059 shares
Capital Stock, $.20 Par Value
THE SECURITIES AND EXCHANGE COMMISSION AND STATE
SECURITIES
REGULATORS HAVE NOT APPROVED OR DISAPPROVED THESE
SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This document constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933.
February 27, 2025
GENERAL INFORMATION ABOUT THE PLAN
For detailed information regarding the IBM HashiCorp Acquisition
Long-Term Performance Plan (the “Plan”), reference is made to the terms of the Plan itself, which is included in this prospectus
in its entirety. Terms used herein without definition shall have the definitions set forth in the Plan. IBM is also filing a registration
statement with the Securities and Exchange Commission (“SEC”) registering the shares of IBM common stock to be offered under
the Plan.
You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained
in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus.
Administration
The Plan is administered by a Committee designated by the IBM Board
of Directors, currently the Executive Compensation and Management Resources Committee. This Committee is composed entirely of outside
directors, who are elected to hold office until the next Annual Meeting of Stockholders and until their successors shall have qualified.
The Plan is not subject to the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Code.
Additional information about the Plan and its administration may be obtained by contacting IBM Vice President, Total Rewards at (914)
499-1900.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at http://www.sec.gov.
The SEC allows us to “incorporate by reference” into
this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is completed.
In no event, however, shall any information that we disclose under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and any corresponding
exhibits thereto, which we may furnish to the SEC from time to time, be incorporated by reference into, or otherwise become a part of,
this prospectus.
| i. | The Annual Report of IBM on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 25, 2025. |
| ii. | The portions of IBM’s Definitive Proxy Statement on Schedule 14A for the 2024 annual meeting of stockholders filed on March
11, 2024 that are incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
| iii. | The Current Report of IBM on Form 8-K filed with the Commission on February 7, 2025. |
| iv. | The description of IBM’s capital stock contained in IBM’s registration statements filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the “Exchange Act”), and any amendment or report filed for the purpose of updating any such
description. |
You may request a copy of these filings at no cost, by writing to,
emailing or telephoning our transfer agent at the following address:
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
Electronic Mail: ibm@computershare.com
Telephone: (888) IBM-6700
Outside the U.S., Canada and Puerto Rico: (781) 575-2727
IBM HashiCorp Acquisition
Long-Term Performance Plan
1. Objectives.
The IBM HashiCorp Acquisition Long-Term Performance Plan (the “Plan”)
is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company in connection
with the Company’s acquisition of HashiCorp, Inc., a Delaware corporation (“HashiCorp”). These objectives are accomplished
by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary interest in the growth
and performance of the Company.
2. Definitions.
(a) “Awards”
– The grant of any form of stock option, stock appreciation right, stock or cash award, whether granted singly, in combination or
in tandem, to a Participant pursuant to such terms, conditions, performance requirements, limitations and restrictions as the Committee
may establish in order to fulfill the objectives of the Plan.
(b) “Award Agreement”
– An agreement between the Company and a Participant that sets forth the terms, conditions, performance requirements, limitations
and restrictions applicable to an Award.
(c) “Board”
– The Board of Directors of International Business Machines Corporation (“IBM”).
(d) “Capital Stock”
or “stock” – Authorized and issued or unissued Capital Stock of IBM, at such par value as may be established from time
to time.
(e) “Code”
– The Internal Revenue Code of 1986, as amended from time to time.
(f) “Committee”
– The committee designated by the Board to administer the Plan.
(g) “Company”
– IBM and its affiliates and subsidiaries including subsidiaries of subsidiaries and partnerships and other business ventures in
which IBM has an equity interest.
(h) “Fair Market
Value” – The average of the high and low prices of Capital Stock on the New York Stock Exchange for the date in question,
provided that, if no sales of Capital Stock were made on said exchange on that date, the average of the high and low prices of Capital
Stock as reported for the most recent preceding day on which sales of Capital Stock were made on said exchange.
(i) “Participant”
– An individual to whom an Award has been made under the Plan. Awards may be made to any individual who was not an employee of the
Company as of the closing of the Company’s acquisition of HashiCorp.
(j) “Performance
Period” – A multi-year period of no more than five consecutive calendar years over which one or more of the performance criteria
listed in Section 6 shall be measured pursuant to the grant of Long-Term Performance Incentive Awards (whether such Awards take
the form of stock, stock units or equivalents or cash). Performance
Periods may overlap one another, but no two Performance Periods may consist solely of the same calendar years.
3. Capital Stock Available
for Awards.
The number of shares that may be issued under the Plan for Awards
granted wholly or partly in stock during the term of the Plan is 7,062,059. Shares of Capital Stock may be made available from the authorized
but unissued shares of the Company or from shares held in the Company’s treasury and not reserved for some other purpose. For purposes
of determining the number of shares of Capital Stock issued under the Plan, no shares shall be deemed issued until they are actually delivered
to a Participant, or such other person in accordance with Section 10. Shares covered by Awards that either wholly or in part are not earned,
or that expire or are forfeited, terminated, canceled, settled in cash, payable solely in cash or exchanged for other awards, shall be
available for future issuance under Awards. Further, shares tendered to or withheld by the Company in connection with the exercise of
stock options, or the payment of tax withholding on any Award, shall also be available for future issuance under Awards.
4. Administration.
The Plan shall be administered by the Committee, which shall have
full power to select Participants, to interpret the Plan, to grant waivers of Award restrictions, to continue, accelerate or suspend exercisability,
vesting or payment of an Award and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary
or proper. These powers include, but are not limited to, the adoption of modifications, amendments, procedures, subplans and the like
as necessary to comply with provisions of the laws and regulations of the countries in which the Company operates in order to assure the
viability of Awards granted under the Plan and to enable Participants regardless of where employed to receive advantages and benefits
under the Plan and such laws and regulations.
5. Delegation of Authority.
The Committee may delegate to officers of the Company its duties,
power and authority under the Plan pursuant to such conditions or limitations as the Committee may establish.
6. Awards.
The Committee shall determine the type or types of Award(s) to be
made to each Participant and shall set forth in the related Award Agreement the terms, conditions, performance requirements, and limitations
applicable to each Award. Awards may include but are not limited to those listed in this Section 6. Awards may be granted singly, in combination
or in tandem. Awards may also be made in combination or in tandem with, in replacement or payment of, or as alternatives to, grants, rights
or compensation earned under any other plan of the Company, including the plan of any acquired entity.
(a) Stock Option –
A grant of a right to purchase a specified number of shares of Capital Stock the exercise price of which shall be not less than 100% of
Fair Market Value on the date of grant of such right, as determined by the Committee, provided that, in the case of a stock option granted
retroactively in tandem with or as substitution for another award granted under any plan
of the Company, the exercise price may be the same as the purchase
or designated price of such other award.
(b) Stock Appreciation
Right – A right to receive a payment, in cash and/or Capital Stock, equal in value to the excess of the Fair Market Value of a specified
number of shares of Capital Stock on the date the stock appreciation right (SAR) is exercised over the grant price of the SAR, which shall
not be less than 100% of the Fair Market Value on the date of grant of such SAR, as determined by the Committee, provided that, in the
case of a SAR granted retroactively in tandem with or as substitution for another award granted under any plan of the Company, the grant
price may be the same as the exercise or designated price of such other award.
(c) Stock Award –
An Award made in stock and denominated in units of stock. All or part of any stock award may be subject to conditions established by the
Committee, and set forth in the Award Agreement, which may include, but are not limited to, continuous service with Company, achievement
of specific business objectives, increases in specified indices, attaining growth rates, and other comparable measurements of Company
performance. An Award made in stock or denominated in units of stock that is subject to restrictions on transfer and/or forfeiture provisions
may be referred to as an Award of “Restricted Stock,” “Restricted Stock Units” or “Long-Term Incentive Program”
units.
(d) Cash Award –
An Award denominated in cash with the eventual payment amount subject to future service and such other restrictions and conditions as
may be established by the Committee, and as set forth in the Award Agreement, including, but not limited to, continuous service with the
Company, achievement of specific business objectives, increases in specified indices, attaining growth rates, and other comparable measurements
of Company performance.
7. Payment of Awards.
Payment of Awards may be made in the form of cash, stock or combinations
thereof and may include such restrictions as the Committee shall determine. Further, with Committee approval, payments may be deferred,
either in the form of installments or as a future lump-sum payment, in accordance with such procedures as may be established from time
to time by the Committee. Any deferred payment, whether elected by the Participant or specified by the Award Agreement or the Committee,
may require the payment to be forfeited in accordance with the provisions of Section 13. Dividends or dividend equivalent rights may be
extended to and made part of any Award denominated in stock or units of stock, subject to such terms, conditions and restrictions as the
Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments
and dividend equivalents for deferred payments denominated in stock or units of stock. At the discretion of the Committee, a Participant
may be offered an election to substitute an Award for another Award or Awards of the same or different type.
8. Stock Option Exercise.
The price at which shares of Capital Stock may be purchased under
a stock option shall be paid in full in cash at the time of the exercise or, if permitted by the Committee, by means of tendering Capital
Stock or surrendering another Award or any combination thereof. The
Committee shall determine acceptable methods of tendering Capital
Stock or other Awards and may impose such conditions on the use of Capital Stock or other Awards to exercise a stock option as it deems
appropriate.
9. Tax Withholding.
Prior to the payment or settlement of any Award, the Participant
must pay, or make arrangements acceptable to the Company for the payment of, any and all federal, state and local tax withholding that
in the opinion of the Company is required by law. The Company shall have the right to deduct applicable taxes from any Award payment and
withhold, at the time of delivery or vesting of shares under the Plan, an appropriate number of shares for payment of taxes required by
law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such
taxes.
10. Transferability.
No Award shall be transferable or assignable, or payable to or exercisable
by, anyone other than the Participant to whom it was granted, except (i) by law, will or the laws of descent and distribution, (ii) as
a result of the disability of a Participant or (iii) that the Committee (in the form of an Award Agreement or otherwise) may permit transfers
of Awards by gift or otherwise to a member of a Participant’s immediate family and/or trusts whose beneficiaries are members of
the Participant’s immediate family, or to such other persons or entities as may be approved by the Committee.
11. Amendment, Modification,
Suspension or Discontinuance of the Plan.
The Board may amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law.
12. Termination of Employment.
If the employment of a Participant terminates, other than as a result
of the death or disability of a Participant, all unexercised, deferred and unpaid Awards shall be canceled immediately, unless the Award
Agreement provides otherwise. In the event of the death of a Participant or in the event a Participant is deemed by the Company to be
disabled and eligible for benefits under the terms of the IBM Long-Term Disability Plan (or any successor plan or similar plan of another
employer), the Participant’s estate, beneficiaries or representative, as the case may be, shall have the rights and duties of the
Participant under the applicable Award Agreement.
13. Cancellation and
Rescission of Awards.
(a) Unless the Award Agreement
specifies otherwise, the Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid, or deferred
Awards at any time if the Participant is not in compliance with all applicable provisions of the Award Agreement and the Plan, or if the
Participant engages in any “Detrimental Activity.” For purposes of this Section 13, “Detrimental Activity” shall
include: (i) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive
with the Company, or which organization or business, or the rendering of services to
such organization or business, is or becomes otherwise prejudicial
to or in conflict with the interests of the Company; (ii) the disclosure to anyone outside the Company, or the use in other than
the Company’s business, without prior written authorization from the Company, of any confidential information or material, as defined
in the Company’s Agreement Regarding Confidential Information and Intellectual Property, relating to the business of the Company,
acquired by the Participant either during or after employment with the Company; (iii) the failure or refusal to disclose promptly
and to assign to the Company, pursuant to the Company’s Agreement Regarding Confidential Information and Intellectual Property,
all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the
Company, relating in any manner to the actual or anticipated business, research or development work of the Company or the failure or refusal
to do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in other countries;
(iv) activity that results in termination of the Participant’s employment for cause; (v) a violation of any rules, policies,
procedures or guidelines of the Company, including but not limited to the Company’s Business Conduct Guidelines; (vi) any attempt
directly or indirectly to induce any employee of the Company to be employed or perform services elsewhere or any attempt directly or indirectly
to solicit the trade or business of any current or prospective customer, supplier or partner of the Company; (vii) the Participant
being convicted of, or entering a guilty plea with respect to, a crime, whether or not connected with the Company; or (viii) any
other conduct or act determined to be injurious, detrimental or prejudicial to any interest of the Company.
(b) Upon exercise, payment
or delivery pursuant to an Award, the Participant shall certify in a manner acceptable to the Company that he or she is in compliance
with the terms and conditions of the Plan. In the event a Participant fails to comply with the provisions of paragraphs (a)(i)-(viii)
of this Section 13 prior to, or during the Rescission Period, then any exercise, payment or delivery may be rescinded within two years
after such exercise, payment or delivery. In the event of any such rescission, the Participant shall pay to the Company the amount of
any gain realized or payment received as a result of the rescinded exercise, payment or delivery, in such manner and on such terms and
conditions as may be required, and the Company shall be entitled to set-off against the amount of any such gain any amount owed to the
Participant by the Company. As used herein, Rescission Period shall mean that period of time established by the Committee which shall
not be less than 6 months after any exercise, payment or delivery pursuant to an Award.
14. Adjustments.
In the event of any change in the outstanding Capital Stock of the
Company by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event,
the Committee may adjust proportionately: (a) the number of shares of Capital Stock (i) available for issuance under the Plan, (ii) for
which Awards may be granted to an individual Participant set forth in Section 6, and (iii) covered by outstanding Awards denominated in
stock or units of stock; (b) the exercise and grant prices related to outstanding Awards; and (c) the appropriate Fair Market
Value and other price determinations for such Awards. Notwithstanding the foregoing, in the event of any change in the outstanding Capital
Stock of the Company by reason of a stock split or a reverse stock split, the above-referenced proportionate adjustments, if applicable,
shall be mandatory.
In the event of any other change affecting the Capital Stock or
any distribution (other than normal cash dividends) to holders of Capital Stock, such adjustments in the number and kind of shares and
the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to
avoid fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to cause IBM to issue or assume stock
options, whether or not in a transaction to which section 424(a) of the Code applies, by means of substitution of new stock options for
previously issued stock options or an assumption of previously issued stock options. In such event, the aggregate number of shares of
Capital Stock available for issuance under Awards under Section 3, including the individual Participant maximums set forth in Section
6 will be increased to reflect such substitution or assumption.
15. Miscellaneous.
(a) Any notice to the Company
required by any of the provisions of the Plan shall be addressed to the chief human resources officer of IBM in writing, and shall become
effective when it is received.
(b) The Plan shall be unfunded
and the Company shall not be required to establish any special account or fund or to otherwise segregate or encumber assets to ensure
payment of any Award.
(c) Nothing contained in
the Plan shall prevent the Company from adopting other or additional compensation arrangements or plans, subject to shareholder approval
if such approval is required, and such arrangements or plans may be either generally applicable or applicable only in specific cases.
(d) No Participant shall
have any claim or right to be granted an Award under the Plan and nothing contained in the Plan shall be deemed or be construed to give
any Participant the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge any Participant
at any time without regard to the effect such discharge may have upon the Participant under the Plan. Except to the extent otherwise provided
in any plan or in an Award Agreement, no Award under the Plan shall be deemed compensation for purposes of computing benefits or contributions
under any other plan of the Company.
(e) The Plan and each Award
Agreement shall be governed by the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in
the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal
or state courts of New York, County of Westchester, to resolve any and all issues that may arise out of or relate to the Plan or any related
Award Agreement.
(f) In the event that a
Participant or the Company brings an action to enforce the terms of the Plan or any Award Agreement and the Company prevails, the Participant
shall pay all costs and expenses incurred by the Company in connection with that action, including reasonable
attorneys’ fees, and all further costs and fees, including
reasonable attorneys’ fees incurred by the Company in connection with collection.
(g) The Committee and any
officers to whom it may delegate authority under Section 5 shall have full power and authority to interpret the Plan and to make any determinations
thereunder, including determinations under Section 13, and the Committee’s or such officer’s determinations shall be binding
and conclusive. Determinations made by the Committee or any such officer under the Plan need not be uniform and may be made selectively
among individuals, whether or not such individuals are similarly situated.
(h) If any provision of
the Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to applicable
laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.
(i) The Plan was approved
by the independent Executive Compensation and Management Resources Committee of the Board, subject to and contingent upon the closing
of the Company’s acquisition of HashiCorp and shall become effective upon the closing of the Company’s acquisition of HashiCorp.
Awards may be granted under the Plan at any time and from time to time unless the Plan is suspended or terminated pursuant to Section
11.
Federal Income Tax Consequences
The Company has been advised by counsel that, in general, under
the Internal Revenue Code, as presently in effect, a Participant will not be deemed to recognize any income for federal income tax purposes
at the time an option or SAR is granted or a restricted stock award is made, nor will the Company be entitled to a tax deduction at that
time. However, when any part of an option or SAR is exercised, when restrictions on restricted stock lapse, or when an unrestricted stock
award is made, the federal income tax consequences may be summarized as follows:
1. In the case of an exercise
of a stock option, the optionee will generally recognize ordinary income in an amount equal to the excess of the fair market value of
the shares on the exercise date over the option price.
2. In the case of an exercise
of a SAR, the Participant will generally recognize ordinary income on the exercise date in an amount equal to any cash and the fair market
value of any unrestricted shares received.
3. In the case of an exercise
of an option or SAR payable in restricted stock, or in the case of an award of restricted stock, the immediate federal income tax effect
for the recipient will depend on the nature of the restrictions. Generally, the fair market value of the stock will not be taxable to
the recipient as ordinary income until the year in which his or her interest in the stock is freely transferable or is no longer subject
to a substantial risk of forfeiture. However, the recipient may elect to recognize income when the stock is received, rather than when
his or her interest in the stock is freely transferable or is no longer subject to a substantial risk of forfeiture. If the recipient
makes this election, the amount taxed to the recipient as ordinary income is determined as of the date of receipt of the restricted stock.
4. Upon the exercise of
a stock option, the exercise of a SAR, the award of stock, or the recognition of income on restricted stock, the Company will generally
be allowed an income tax deduction equal to the ordinary income recognized by a Participant. When a cash payment is made pursuant to the
Award, the recipient will recognize the amount of the cash payment as ordinary income, and the Company will generally be entitled to a
deduction in the same amount.
[END OF PROSPECTUS]
EXHIBIT 5.1
INTERNATIONAL BUSINESS MACHINES
CORPORATION
Office of the Vice President, Assistant General Counsel and Secretary
Armonk, New York 10504
February 27, 2025
International Business Machines Corporation
One New Orchard Road
Armonk, NY 10504
Ladies and Gentlemen:
I am the Vice President, Assistant General
Counsel and Secretary of International Business Machines Corporation (herein called the “Corporation”) and an attorney
duly admitted to practice in the State of New York. I am familiar with the Registration Statement on Form S-8 (the
“Registration Statement”) under the Securities Act of 1933 (the “Securities Act”) regarding the shares of
capital stock, par value $.20 per share, of the Corporation (the “Shares”) to be issued pursuant to the HashiCorp, Inc.
2021 Equity Incentive Plan and HashiCorp, Inc. 2014 Stock Plan (the “Assumed Plans”) and IBM HashiCorp Acquisition
Long-Term Performance Plan (together with the Assumed Plans, the “Plans”).
I, working together with members of the Corporation’s
legal department, have reviewed such documents and records as I have deemed necessary or appropriate to enable me to express an informed
and reasoned legal opinion with respect to the matters covered hereby.
Based upon the foregoing, I am of the opinion
that, when issued or sold in accordance with the terms of the Plans, the Shares will be duly authorized, validly issued, fully paid and
non-assessable.
I hereby consent to the use of my name in the
Registration Statement as the legal counsel who has passed upon the legality of the Shares, as well as to the use of this legal opinion
as part of the Registration Statement, as an Exhibit to the Registration Statement.
| |
Very truly yours, |
|
| |
|
|
| |
/s/ JANE P. EDWARDS |
|
| |
|
|
| |
Jane P. Edwards, ESQ. |
|
| |
VICE PRESIDENT, ASSISTANT GENERAL |
|
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COUNSEL AND SECRETARY |
|
EXHIBIT 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent
to the incorporation by reference in the Registration Statement on Form S-8 of International Business Machines Corporation of our report
dated February 25, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which
appears in the 2024 Annual Report to Stockholders, which is incorporated by reference in International Business Machines Corporation’s
Annual Report on Form 10-K for the year ended December 31, 2024. We also consent to the incorporation by reference of our report dated
February 25, 2025 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers
LLP
PricewaterhouseCoopers
LLP
New York, NY
February 27, 2025
EXHIBIT
24.1
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Chairman and Chief Executive Officer of International Business Machines Corporation,
a New York corporation (the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”)
one or more Registration Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock
or other interests issuable upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued
by HashiCorp, Inc., in each case assumed or exchanged by the Corporation, hereby constitute and appoint James J. Kavanaugh, Nicolas Fehring,
Anne Robinson, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full
power to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause
to be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
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/s/
Arvind Krishna |
|
| |
Arvind
Krishna
Chairman
and
Chief
Executive Officer |
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Senior Vice President and Chief Financial Officer of International Business Machines
Corporation, a New York corporation (the “Corporation”), which is to file with the Securities and Exchange Commission (the
“SEC”) one or more Registration Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares
of capital stock or other interests issuable upon the surrender of shares, or the exercise or surrender of any options or other interests
that were issued by HashiCorp, Inc., in each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna,
Nicolas Fehring, Anne Robinson, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the SEC), and any and all amendments to the aforementioned
Registration Statements, and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any
and all other documents in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written
document executed by the undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
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/s/
James J. Kavanaugh |
|
| |
James
J. Kavanaugh
Senior
Vice President and
Chief
Financial Officer
|
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice President and Controller of International Business Machines Corporation,
a New York corporation (the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”)
one or more Registration Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock
or other interests issuable upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued
by HashiCorp, Inc., in each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh,
Anne Robinson, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full
power to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause
to be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Nicolas Fehring |
|
| |
Nicolas
Fehring
Vice President
and Controller
|
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Marianne C. Brown |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
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/s/
Thomas Buberl |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
David N. Farr |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Michelle Howard |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Andrew N. Liveris |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
F. William McNabb III |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Michael Miebach |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Martha E. Pollack |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Peter R. Voser |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Frederick H. Waddell |
|
| |
Director |
|
POWER
OF ATTORNEY OF IBM DIRECTOR
KNOW
ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation
(the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration
Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 for shares of capital stock or other interests issuable
upon the surrender of shares, or the exercise or surrender of any options or other interests that were issued by HashiCorp, Inc., in
each case assumed or exchanged by the Corporation, hereby constitute and appoint Arvind Krishna, James J. Kavanaugh, Anne Robinson, Nicolas
Fehring, Brien Wierzchowski and Jane P. Edwards and each of them, as my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and stead, in any and all capacities, to sign, or cause to
be signed electronically any and all of said Registration Statements (which Registration Statements may constitute post-effective amendments
to registration statements previously filed with the SEC), and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with all exhibits thereto, with any and all other documents
in connection therewith with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may only be revoked by a written document executed by the
undersigned that expressly revokes this power by referring to the date and subject hereof.
IN
WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 29th day of July 2024.
| |
/s/
Alfred W. Zollar |
|
| |
Director |
|
S-8
EX-FILING FEES
0000051143
0000051143
1
2025-02-26
2025-02-26
0000051143
2025-02-26
2025-02-26
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-8
INTERNATIONAL BUSINESS MACHINES CORP
Table 1: Newly Registered and Carry Forward Securities
| Line Item Type |
Security Type |
Security Class Title |
Notes |
Fee Calculation
Rule |
Amount Registered |
Proposed Maximum Offering
Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
| |
|
|
|
|
|
|
|
|
|
| Newly Registered Securities |
| Fees to be Paid |
Equity |
Capital Stock, par value $.20 per share |
(1) |
Other |
7,062,059 |
$ 256.37 |
$ 1,810,500,065.83 |
0.0001531 |
$ 277,187.56 |
| |
|
|
|
|
|
|
|
|
|
| Total Offering Amounts: |
$ 1,810,500,065.83 |
|
$ 277,187.56 |
| Total Fees Previously Paid: |
|
|
0.00 |
| Total Fee Offsets: |
|
|
0.00 |
| Net Fee Due: |
|
|
$ 277,187.56 |
Offering Note(s)
| (1) | |
Note 1(a): Based on (i) the number of shares exchangeable for service-based restricted stock units (“RSUs”) outstanding immediately prior to the transactions contemplated by the Agreement
and Plan of Merger, dated as of April 24, 2024, by and among International Business Machines Corporation (“IBM”), McCloud Merger Sub, Inc., a wholly owned subsidiary of IBM, and HashiCorp,
Inc., as such agreement may be amended from time to time (the “Merger Agreement”, and the transactions contemplated therein, the “Merger”) (or 12,331,147) pursuant to the benefit plans
listed in this registration statement as of February 27, 2025, multiplied by an exchange ratio to reflect the number of shares of IBM capital stock for which such RSUs are exchangeable pursuant
to the Merger Agreement plus (ii) the number of shares exchangeable for performance-based RSUs (“PSUs”) outstanding immediately prior to the Merger (or 280,461) pursuant to the benefit
plans listed in this registration statement as of February 27, 2025, multiplied by an exchange ratio to reflect the number of shares of IBM capital stock for which such PSUs are exchangeable
pursuant to the Merger Agreement plus (iii) the number of shares that remain available for issuance pursuant to the benefit plans listed above (“Residual Shares”) as of February 27, 2025,
multiplied by an exchange ratio to reflect the number of shares of IBM capital stock for which such Residual Shares are exchangeable pursuant to the Merger Agreement. Pursuant to Rule 416
under the Securities Act of 1933, to the extent additional shares of IBM capital stock may be issued or issuable as a result of a stock split or other distribution declared at any time by IBM’s Board
of Directors while this registration statement is in effect, this registration statement is hereby deemed to cover all of such additional capital stock.
Note 1(b): Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of $256.37 per share of IBM capital stock issuable for each share
subject to an RSU, each share subject to a PSU and each Residual Share under the benefit plans listed above, which is the average of the high and low prices of the IBM capital stock on the
New York Stock Exchange on February 26, 2025, in each case, after taking into account the exchanges described in note (1)(a). |
v3.25.0.1
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v3.25.0.1
Offerings - Offering: 1
|
Feb. 26, 2025
USD ($)
shares
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Other Rule |
true
|
| Security Type |
Equity
|
| Security Class Title |
Capital Stock, par value $.20 per share
|
| Amount Registered | shares |
7,062,059
|
| Proposed Maximum Offering Price per Unit |
256.37
|
| Maximum Aggregate Offering Price |
$ 1,810,500,065.83
|
| Fee Rate |
0.01531%
|
| Amount of Registration Fee |
$ 277,187.56
|
| Offering Note |
Note 1(a): Based on (i) the number of shares exchangeable for service-based restricted stock units (“RSUs”) outstanding immediately prior to the transactions contemplated by the Agreement
and Plan of Merger, dated as of April 24, 2024, by and among International Business Machines Corporation (“IBM”), McCloud Merger Sub, Inc., a wholly owned subsidiary of IBM, and HashiCorp,
Inc., as such agreement may be amended from time to time (the “Merger Agreement”, and the transactions contemplated therein, the “Merger”) (or 12,331,147) pursuant to the benefit plans
listed in this registration statement as of February 27, 2025, multiplied by an exchange ratio to reflect the number of shares of IBM capital stock for which such RSUs are exchangeable pursuant
to the Merger Agreement plus (ii) the number of shares exchangeable for performance-based RSUs (“PSUs”) outstanding immediately prior to the Merger (or 280,461) pursuant to the benefit
plans listed in this registration statement as of February 27, 2025, multiplied by an exchange ratio to reflect the number of shares of IBM capital stock for which such PSUs are exchangeable
pursuant to the Merger Agreement plus (iii) the number of shares that remain available for issuance pursuant to the benefit plans listed above (“Residual Shares”) as of February 27, 2025,
multiplied by an exchange ratio to reflect the number of shares of IBM capital stock for which such Residual Shares are exchangeable pursuant to the Merger Agreement. Pursuant to Rule 416
under the Securities Act of 1933, to the extent additional shares of IBM capital stock may be issued or issuable as a result of a stock split or other distribution declared at any time by IBM’s Board
of Directors while this registration statement is in effect, this registration statement is hereby deemed to cover all of such additional capital stock.
Note 1(b): Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of $256.37 per share of IBM capital stock issuable for each share
subject to an RSU, each share subject to a PSU and each Residual Share under the benefit plans listed above, which is the average of the high and low prices of the IBM capital stock on the
New York Stock Exchange on February 26, 2025, in each case, after taking into account the exchanges described in note (1)(a).
|
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- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
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