INTERNATIONAL BUSINESS MACHINES (IBM) CORPORATION | Right to act by written consent at INTERNATIONAL BUSINESS MACHINES (IBM) CORPORATION

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
IBM
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
IBM shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for IBM shareholders to call for a special shareholder meeting, a related shareholder right. Delaware law considers it reasonable for 10% of shareholders to call a special meeting - yet IBM made the threshold 25% of IBM shareholders based on all IBM shares outstanding. Especially for a company as large as IBM, 25% is an unreachable figure. If IBM disputes that 25% is an unreachable figure, IBM is welcome to give one example from anywhere in the universe where a special shareholder meeting was successfully called for by 25% shareholders at a company with more than $50 Billion in market capitalization during the last decade. The IBM market capitalization is $280 Billion. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when IBM is underperforming. Acting by written consent also gives IBM directors and management a greater incentive to perform because they will be held more accountable to IBM shareholders. The proposal is of particular importance at IBM which has a long history of underperforming and stagnation. IBM stock was at $199 in 2014 and had a high of only $166 in 2023. This proposal topic won 43% shareholder support at the 2024 IBM annual meeting without any special effort by the proponent. This 43% support likely represented more than 50% support from IBM shareholders who have access to independent proxy voting advice. IBM shareholders, who do not have access to independent proxy voting advice, can consider voting in accordance with those IBM shareholders who do have access to independent proxy voting advice. Please vote yes: Shareholder Right to Act by Written Consent - Proposal 6

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