IBM Stockholders Back All Management Proposals, Reject Shareholder Measures at 2026 AGM

Key Points

• Stockholders approved all four management proposals — including election of all 13 directors and ratification of PricewaterhouseCoopers — while rejecting all four shareholder proposals, with a quorum of more than 79% of outstanding shares represented.
• Management highlighted 2025 results of $67.5 billion in revenue (up 6% at constant currency) and $14.7 billion in free cash flow, and announced a quarterly dividend increase to $1.69, the company's 30th consecutive annual raise.
• IBM’s strategy emphasizes AI, hybrid cloud, infrastructure and quantum — centered on watsonx, the AI-ready z17 mainframe, recent acquisitions like HashiCorp and Confluent, and a quantum roadmap targeting a fault-tolerant system by 2029 (with its generative AI book of business topping $12.5 billion).

International Business Machines NYSE: IBM stockholders voted in favor of all four management proposals at the company’s 2026 annual meeting, while rejecting all four stockholder proposals, according to preliminary results announced during the webcast meeting chaired by IBM Chairman Arvind Krishna.

Quorum confirmed; directors elected and proposals approved

Krishna opened the meeting by introducing IBM’s board and executive leadership on the webcast, including CFO Jim Kavanaugh, Chief Legal Officer Anne Robinson, Chief Human Resources Officer Nickle LaMoreaux, and Corporate Secretary Jane Edwards. He also said inspectors of election Michael Barbera and Jason Graham of First Coast Results reported that more than 79% of outstanding shares entitled to vote were represented by proxy, meeting the quorum requirement.

IBM presented four management proposals: election of directors, ratification of PricewaterhouseCoopers as the independent registered public accounting firm, an advisory vote on executive compensation, and approval of the 2026 long-term performance plan. The board recommended stockholders vote for each item.

Based on the preliminary vote count, Krishna said stockholders approved all management proposals. He also stated that each of the 13 nominees for director received a majority of votes cast.

Stockholder proposals fail to win majority support

Items five through eight in the proxy statement were stockholder proposals, each of which the board recommended voting against. All four failed to receive a majority of votes cast, Krishna said.

• Outside director stock ownership guidelines: Stockholder Terone Marshall Hoyt argued some outside directors “do not personally own any IBM stock” outside of performance stock units, describing the issue as “no skin in the game.” He asked for requirements similar to executive ownership guidelines. The proposal did not pass.
• Right to act by written consent: Stockholder John Chevedden urged adoption of a shareholder right to act by written consent, saying the proposal previously received 43% support at IBM’s 2024 annual meeting. He argued shareholders are “best served when they have both rights,” referring to written consent and the ability to call a special meeting. The proposal did not pass.
• Report on AI bias: Steve Milloy of the National Center for Public Policy Research’s Free Enterprise Project urged support for an “AI bias audit,” citing “garbage in, garbage out” concerns. The proposal did not pass.
• Report on discrimination and charitable support: Stefan Padfield of The Heritage Foundation sought a report on risks associated with IBM’s charitable giving, and yielded time to shareholder Camille Kiefel, who discussed concerns about medical transition coverage for minors. The proposal did not pass.

Krishna highlights 2025 results: revenue growth, record free cash flow, and dividend increase

After polls closed, Krishna delivered a management report focused on IBM’s 2025 performance and strategy. He said 2025 was “the year AI moved from experimentation to execution” and that IBM deployed “enterprise AI that improves the economics of real work across thousands of clients worldwide.”

Krishna reported that in 2025 IBM generated $67.5 billion in revenue, up 6% at constant currency, and delivered $14.7 billion in free cash flow, which he called the company’s highest in more than a decade. He also said IBM’s “generative AI book of business grew to over twelve and a half billion dollars since inception.”

By segment, Krishna said software revenue rose 9% at constant currency, consulting revenue was flat at constant currency, and infrastructure revenue grew 10% at constant currency, driven in part by the “new z17 mainframe.” He added that IBM expanded operating pre-tax income margin by 100 basis points and has delivered about $4.5 billion in productivity savings since the beginning of 2023.

IBM returned $6.3 billion through dividends, Krishna said, and announced an increase in the quarterly dividend to $1.69 per share. He said the company has raised its dividend for 30 consecutive years. Krishna also referenced acquisitions including HashiCorp and said IBM invested more than $8.3 billion in research and development.

Strategy centers on AI, hybrid cloud, infrastructure, and quantum

Krishna described IBM as a “software-led company” built on four core platforms: hybrid cloud, artificial intelligence, infrastructure with IBM Z, and an emerging platform around quantum computing. He emphasized integration across IBM’s segments, noting that “more than 80% of our revenue comes from clients who transact across all three business segments.”

He highlighted watsonx as the center of IBM’s software portfolio and said IBM expanded watsonx Orchestrate with “pre-built domain agents for HR, sales, and procurement,” adding a catalog of more than 150 agents and tools with partners. Krishna also said IBM released “Granite 4.0,” which he said can “reduce memory use by 70% compared to typical large language models while maintaining competitive performance.”

On hybrid cloud, Krishna cited demand for Red Hat OpenShift and Ansible and said IBM launched Red Hat Enterprise Linux 10 with “container-native capabilities.” He said IBM’s acquisition of HashiCorp added automation and FinOps capabilities, and he stated IBM had recently closed its acquisition of Confluent after announcing the agreement in 2025.

Krishna said IBM z17 is the company’s first mainframe “fully engineered for AI,” enabling “hundreds of AI use cases” and embedding intelligence in real-time operations such as fraud detection and payments. He also pointed to IBM Consulting Advantage, described as an “AI-powered delivery platform,” and said IBM uses a “Client Zero” approach by deploying its technology internally first, with AI-driven automation producing productivity gains across HR, finance, and IT.

Quantum roadmap and M&A framework discussed in Q&A

During the question period, Krishna said IBM believes speculation that AI will eliminate software and services is misplaced, adding that enterprise transformation “still requires process change, integration, and people.” He said IBM is embedding AI agents into consulting engagements and expects enterprises to use multiple model types across public cloud, private cloud, and on-premises environments—creating a need for orchestration “across all of it.” He also highlighted “sovereignty” as a growing factor in where AI and cloud workloads run.

On quantum computing, Krishna reiterated that the technology has crossed a threshold from science to engineering, and said IBM has met every milestone since publishing its quantum roadmap in 2020. He cited deployment of more than 85 quantum systems since 2016 and said more than 300 organizations use them through the IBM Quantum Network. He said IBM Quantum Starling, a large-scale fault-tolerant system, is targeted for 2029.

Krishna also addressed stockholder interest in IBM’s acquisition strategy, outlining three principles IBM applies to deals: strategic fit with hybrid cloud and AI in growing markets, clear synergies, and meeting financial criteria—specifically “accretion to adjusted EBITDA within the first year and to free cash flow by the second year.” He described Confluent as fitting that framework, citing its role in strengthening IBM’s enterprise data and AI positioning and its integration with Red Hat and watsonx.

Krishna closed the meeting by thanking stockholders for their support and adjourned the session.

About International Business Machines NYSE: IBM

International Business Machines Corporation (IBM) is a global technology and consulting company headquartered in Armonk, New York. Founded in 1911 as the Computing-Tabulating-Recording Company (CTR) and renamed IBM in 1924, the company has evolved from early electromechanical machines to a diversified technology provider serving enterprises and governments worldwide. IBM is publicly traded on the New York Stock Exchange under the ticker symbol IBM.

IBM's principal businesses encompass cloud computing and software, infrastructure and systems, consulting and technology services, and research and development.

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