Resolved: Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by
shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which
all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate
topic for written consent.
Technically 25% of all IBM shares outstanding can call for a special shareholder meeting but unfortunately this translates into
40% of the shares that cast ballots at the annual meeting because many IBM shareholders do not vote. It would be hopeless to
expect that the shares that do not have time to vote would have the time for the bureaucratic requirements to call for a special
shareholder meeting.
This proposal topic won 42%-support at the 2020 IBM annual meeting. The 42%-support was all the more impressive because it takes much more IBM shareholder conviction of the merits of a proposal
to support a shareholder proposal, and thereby reject the Board of DirectorÕs position, than to simply go along with the BoardÕs
position.
Written consent can also have the safeguard that all shareholders are given notice.
Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the
normal annual meeting cycle like the election of a new director. For instance Mr. Andrew Liveris, who chaired the IBM governance
committee, was rejected by 22% of shares in 2023 when a 5% rejection is often the norm for well-performing directors. A
shareholder right to act by written consent could give IBM directors more of an incentive to improve their performance.
The IBM Board of course said it preferred a special shareholder meeting to written consent. With the widespread use of online
shareholder meetings the IBM Board could take control and allow only one shareholder to speak at an online special meeting.
It is also appropriate that the corporate governance of IBM be improved with this proposal given that IBM stock has been in decline
for more than a decade from its $200 price in 2013.