IBM

) On April 28, 2020, the IBM Board of Directors approved compensatory arrangements for Arvind Krishna, Chief Executive Officer of the Company, and James Whitehurst, President of the Company. Mr. Krishna’s base salary is $1.5 million, effective April 6, 2020, the date that Mr. Krishna became Chief Executive Officer of the Company. His 2020 Annual Incentive Target is $3 million, prorated for April to December 2020. Additionally, the Board of Directors approved a 2020 long-term incentive award of $13.75 million for Mr. Krishna, comprised 35% of Restricted Stock Units (RSUs) and 65% of 2020-2022 Performance Share Units (PSUs). These RSUs and PSUs will be granted on June 8, 2020. The actual number of units granted will be determined by dividing the planned value of each award by the average of IBM’s closing stock price for the 30 active trading days prior to the date of grant.

(b). Departure of Named Executive Officer. On April 3, 2020, Martin J. Schroeter, Senior Vice President, Global Markets, Global Financing, Marketing & Communications, decided to retire from the Company on June 30, 2020, after a 28-year career with IBM. IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted. 2

Election of Director On January 30, 2020, IBM announced that Arvind Krishna has been elected Chief Executive Officer and a member of the IBM Board of Directors, effective April 6, 2020. Mr. Krishna is presently IBM Senior Vice President for Cloud and Cognitive Software. Jim Whitehurst, IBM Senior Vice President and CEO of Red Hat will become IBM President, also effective April 6, 2020. Virginia M. Rometty will continue as IBM Executive Chairman through year-end 2020. The press release is Exhibit 99.1 of this Form 8-K.

) The following are compensation arrangements for the Company’s named executive officers identified in the 2019 Proxy Statement. Further information regarding the structure of compensation programs and awards will be included in the Company’s 2020 Proxy Statement. 2019 2020 Cash 2020 Long-Term Incentive Award* Annual Incentive Payout Salary Rate Annual Incentive Target Performance Share Units Restricted Stock Units V. M. Rometty $ 5,000,000 $ 1,600,000 $ 5,000,000 $ 13,300,000 $ 0 J. J. Kavanaugh $ 1,064,000 $ 968,000 $ 1,307,000 $ 5,037,500 $ 2,712,500 M. J. Schroeter $ 948,000 $ 968,000 $ 1,307,000 $ 6,045,000 $ 3,255,000 J. E. Kelly III $ 703,200 $ 868,000 $ 1,172,000 $ 4,095,000 $ 2,205,000 E. Clementi** $ 150,000 N/A N/A N/A N/A * The Long-Term Incentive Awards will be granted on June 8, 2020.

(d) Election of Directors. On November 12, 2019, IBM announced that Thomas Buberl, CEO of AXA S.A., has been elected to the IBM Board of Directors, effective April 28, 2020. Mr. Buberl has not been added to a Board committee at this time. IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 11, 2019. The press release is attached as Exhibit 99.1 of this Form 8-K.

(d) Election of Directors. On September 24, 2019, IBM announced that Frederick William McNabb III, retired Chairman and CEO of The Vanguard Group, has been elected to the IBM Board of Directors, effective October 29, 2019. Mr. McNabb will join the Directors and Corporate Governance Committee. IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 11, 2019. The press release is attached as Exhibit 99.1 of this Form 8-K.

(d) Election of Directors. On February 26, 2019, IBM announced that Admiral Michelle Howard, retired United States Navy officer, has been elected to the IBM Board of Directors, effective March 1, 2019. Admiral Howard will join the Directors and Corporate Governance Committee. IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 12, 2018. The press release is attached as Exhibit 99.1 of this Form 8-K.

) The following are compensation arrangements for the Company’s named executive officers identified in the 2018 Proxy Statement. Further information regarding the structure of compensation programs and awards will be included in the Company’s 2019 Proxy Statement. 2019 Cash 2019 Long-Term Incentive Award* 2018 Annual Incentive Payout Salary Rate Annual Incentive Target Performance Share Units Restricted Stock Units V. M. Rometty $ 4,050,000 $ 1,600,000 $ 5,000,000 $ 8,645,000 $ 4,655,000 M. J. Schroeter $ 1,074,400 $ 936,000 $ 1,264,000 $ 6,045,000 $ 3,255,000 J. E. Kelly III $ 644,600 $ 868,000 $ 1,172,000 $ 3,900,000 $ 2,100,000 E. Clementi** $ 733,600 $ 777,000 $ 1,048,000 N/A N/A J. J. Kavanaugh $ 814,050 $ 830,000 $ 1,120,000 $ 3,770,000 $ 2,030,000 * The Long-Term Incentive Awards will be granted on June 7, 2019.

(b). Departure of Director. Kenneth Chenault will retire from the IBM Board of Directors effective February 13, 2019. Mr. Chenault has served on IBM’s Board for more than 20 years, and the Company is very grateful for his valuable contributions. IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted. 2

(d) Election of Directors. On December 11, 2018, IBM announced that Martha Pollack, President of Cornell University, has been elected to the IBM Board of Directors, effective February 1, 2019. Dr. Pollack will join the Executive Compensation and Management Resources Committee. IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 12, 2018. The press release is attached as Exhibit 99.1 of this Form 8-K.

) The following are compensation arrangements for the Company’s named executive officers identified in the 2017 Proxy Statement, as well as for Mr. James J. Kavanaugh, the Company’s Senior Vice President and Chief Financial Officer. Further information regarding the structure of compensation programs and awards will be included in the Company’s 2018 Proxy Statement. 2018 Cash 2018 Long-Term Incentive Award* 2017 Annual Incentive Payout Salary Rate Annual Incentive Target Performance Share Units Restricted Stock Units V. M. Rometty $ 5,100,000 $ 1,600,000 $ 5,000,000 $ 8,645,000 $ 4,655,000 M. J. Schroeter $ 1,181,000 $ 936,000 $ 1,264,000 $ 3,900,000 $ 2,100,000 J. E. Kelly III $ 861,000 $ 868,000 $ 1,172,000 $ 3,705,000 $ 1,995,000 E. Clementi $ 869,840 $ 777,000 $ 1,048,000 $ 3,575,000 $ 1,925,000 M. Jetter $ 586,200 $ 787,000 $ 1,063,000 $ 3,575,000 $ 1,925,000 J. J.

On January 11, 2018, IBM announced that Martin J. Schroeter, Senior Vice President and Chief Financial Officer, will take a new role as Senior Vice President, Global Markets, effective January 11, 2018. In addition, James J. Kavanaugh will become Senior Vice President and Chief Financial Officer, effective January 11, 2018. Mr. Kavanaugh, age 51, is currently Senior Vice President, Finance and Operations, and served as IBM’s Vice President and Controller from 2008 to 2015. No compensation decisions have been made in connection with these events and additional information will be disclosed when those decisions are made. Both Mr. Schroeter and Mr. Kavanaugh will host IBM’s fourth quarter earnings call scheduled for January 18, 2018.

(d) Election of Directors. On October 30, 2017, IBM announced that Joseph Swedish, chairman, president and chief executive officer of Anthem, Inc., and Frederick Waddell, chairman and chief executive officer of Northern Trust Corporation, have each been elected to the IBM Board of Directors, effective October 30, 2017. Mr. Swedish and Mr. Waddell have both joined the IBM Directors and Corporate Governance Committee. IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement, dated March 13, 2017. The press release is attached as Exhibit 99.1 of this Form 8-K.

). The following are compensation arrangements for the Company’s named executive officers identified in the 2016 Proxy Statement who were employed by the Company during 2016. Further information regarding the structure of compensation programs and awards will be included in the Company’s 2017 Proxy Statement. 2017 Cash 2017 Long-Term Incentive Award* 2016 Annual Incentive Payout Salary Rate Annual Incentive Target Performance Share Units Restricted Stock Units V. M. Rometty $ 4,950,000 $ 1,600,000 $ 5,000,000 $ 8,645,000 $ 4,655,000 M. J. Schroeter $ 1,046,430 $ 874,000 $ 1,181,000 $ 3,575,000 $ 1,925,000 M. D. Rhodin $ 719,690 $ 675,000 $ 911,000 $ 0 $ 0 B. A. van Kralingen $ 607,100 $ 745,000 $ 1,005,000 $ 3,250,000 $ 1,750,000 J. E. Kelly III $ 927,350 $ 852,000 $ 1,148,000 $ 3,575,000 $ 1,925,000 * The Long-Term Incentive Awards will be granted on June 8, 2017.

Throughout 2016, the company discussed a number of changes to its management systems and organizational structure and implemented a new segment structure. In connection with these changes, after action by the Board on December 13, 2016, named executive officers Michael D. Rhodin and Bridget A. van Kralingen will retain their operational responsibilities and remain Senior Vice Presidents of the Company, but will no longer be Section 16 “executive officers” as defined by the Exchange Act of 1934, effective January 1, 2017. IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted. 2

and Appointment of Certain Officers On December 12, 2016, Stanley J. Sutula III, Vice President and Controller, resigned his position effective January 20, 2017 to undertake a position as Chief Financial Officer at another public company. On December 13, 2016, the IBM Board elected Robert F. Del Bene, 57, to become Vice President and Controller effective January 21, 2017. Mr. Sutula will continue to serve as Vice President and Controller until January 20, 2017, during which time IBM expects to close its books for 2016 and report the Company’s fourth-quarter and full-year earnings for 2016. The Company thanks Mr. Sutula for his service to IBM, including his many years in senior finance positions, and wishes him well in his future endeavors. Mr. Del Bene is currently General Manager, IBM Global Financing and previously served as IBM’s Treasurer. Mr.

) The following are compensation arrangements for the Company’s named executive officers identified in the 2015 Proxy Statement who were employed by the Company during 2015. Further information regarding the structure of compensation programs and awards will be included in the Company’s 2016 Proxy Statement. 2016 Cash 2016 Long-Term Incentive 2015 Annual Annual Award* Incentive Payout Salary Rate Incentive Target Performance Share Units Restricted Stock Units V. M. Rometty $ 4,500,000 $ 1,600,000 $ 5,000,000 $ 8,645,000 $ 4,655,000 M. J. Schroeter $ 881,100 $ 783,000 $ 1,057,000 $ 3,250,000 $ 1,750,000 K. M. Keverian $ 688,500 $ 617,000 $ 833,000 $ 2,145,000 $ 1,155,000 S. A. Mills** $ 753,750 N/A N/A N/A N/A J. E. Kelly III $ 850,500 $ 809,000 $ 1,091,000 $ 3,575,000 $ 1,925,000 * The Long-Term Incentive Awards will be granted on June 8, 2016.

(d) Election of Director. On January 26, 2016, IBM announced that Mark Fields, president and chief executive officer of Ford Motor Company, has been elected to the IBM Board of Directors, effective March 1, 2016. Mr. Fields is expected to become a member of IBM’s Directors and Corporate Governance Committee. IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement dated March 9, 2015. The press release is attached as Exhibit 99.1 of this Form 8-K .

(b). Departure of Named Executive Officer. On December 28, 2015, Steven A. Mills, Executive Vice President, Software & Systems, age 64, decided to retire from the Company on December 31, 2015, after a 42-year career with IBM. I tem 5.03(a). Amendment to Bylaws. On September 28, 2015, IBM announced that Hutham S. Olayan was elected to the IBM Board of Directors, effective January 1, 2016. Article III, Section 2 of IBM’s bylaws was amended to increase the number of directors to fifteen, effective January 1, 2016. Exhibit 3.2 of this Form 8-K contains IBM’s amended bylaws. IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted. 2