INTERNATIONAL BUSINESS MACHINES (IBM) CORPORATION | Change to IBM's Outside Director Stock Ownership Guidelines at INTERNATIONAL BUSINESS MACHINES (IBM) CORPORATION

Status
Omitted
AGM date
Resolution details
Company ticker
IBM
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Other
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
IBM stockholders request that the Directors and Corporate Governance Committee change the rules for outside director stock ownership to make owning personal shares of IBM stock mandatory in some significant amount, after some amount of time.
Whereas clause
some outside directors don't own (or beneficially own) any shares of IBM stock, a change to the stock ownership guidelines is needed to correct this perceived loophole.
Supporting statement
It is distressing to see some directors who, year after year, don't personally own a single share of IBM stock. That means every stockholder has more of a current financial stake in IBM than that director. The stock ownership guidelines for directors state that "... within five years of initial election to the Board, nonmanagement directors are expected to have stock-based holdings in IBM equal in value to eight times the equity portion of the annual retainer initially payable to such director. Stock-based holdings mean (i) IBM shares owned personally or by members of the immediate family sharing the same household, and (ii) DCEAP PFS. Stock-based holdings do not include unexercised stock options." Because of this wording, a director can meet this obligation with only their DCEAP PFS shares. These are shares that the director cannot sell until after they retire from the Board, and are "bought" automatically by the director through his or her director compensation. The lack of personally owned shares shows no faith in the company or interest of the director in the interests of the stockholders. Other companies specifically want their directors to be aligned with the interests of the stockholders. Personally owning shares of IBM would show this alignment with stockholder interests and faith in the company.

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