International Business Machines Corp. (IBM) | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>International Business Machines Corp. (IBM)</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: 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.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>Especially for a company as large as IBM, 25% is an unreachable figure. </p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>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.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Company:</strong>
<p>International Business Machines Corp. (IBM)</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Lobbying & Political Contributions </p>
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<strong>Focus Area:</strong>
<p>Lobbying </p>
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<strong>Status:</strong>
<p>Vote</p>
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<strong>Vote Percentage:</strong>
<p>18.90%</p>
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<h2>Resolution Text</h2>
<p><strong>Whereas</strong>, full disclosure of IBM’s lobbying activities and expenditures is needed to assess whether IBM’s lobbying is consistent with IBM’s expressed goals and stockholder interests.<br><br><strong>Resolved, </strong>The stockholders of IBM request the preparation of a report, updated annually, disclosing:</p>
<p>1.Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. </p>
<p>2. Payments by IBM used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. </p>
<p>3. Description of management’s decision-making process and the Board’s oversight for making payments described above. </p>
<p>For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which IBM is a member.<br> <br>Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. <br><br>The report shall be presented to the Audit Committee and posted on IBM’s website.  <br><br><strong>Supporting Statement </strong><br><br>IBM spent $72 million from 2010 – 2023 on federal lobbying. This does not include state lobbying, where IBM also lobbies, spending $1,083,050 on lobbying in California from 2010 – 2023. IBM also lobbies abroad, spending between €1,750,000 – 1,999,999 on lobbying in Europe for 2022. <br> <br>Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”[1] <#_ftn1>  Unlike many of its peers, IBM fails to disclose its payments to trade associations and social welfare groups, or the amounts used for lobbying, to stockholders. IBM belongs to the Business Roundtable and US Chamber Commerce, which together have spent over $2.3 billion on federal lobbying since 1998.  IBM’s social welfare group disclosure includes the Alliance for Competitive Taxation but leaves others out, like the Bay Area Council and Future of Privacy Forum.<br> <br>IBM’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, IBM believes in addressing climate change, yet the Business Roundtable filed an amicus brief opposing the Securities and Exchange Commission climate risk disclosure rules.[2] <#_ftn2> and the Chamber reportedly has been a “central actor” in dissuading climate legislation over a two-decade period.[3] <#_ftn3> IBM has attracted scrutiny for avoiding federal income taxes,[4] <#_ftn4> as the Business Roundtable has lobbied against a new minimum corporate tax[5] <#_ftn5> and the Alliance for Competitive Taxation has put out a study claiming higher corporate taxes would harm workers in every state.[6] <#_ftn6> Reputational damage stemming from these misalignments could harm stockholder value. <br> <br>Improved IBM lobbying disclosure will protect the reputation of IBM and preserve shareholder value.</p>
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<p>[1]  ttps://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/ <https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/> . <br><br>[2]  https://www.eenews.net/articles/investors-question-business-roundtables-climate-rule-battle/ <https://www.eenews.net/articles/investors-question-business-roundtables-climate-rule-battle/> .<br><br>[3]  https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/ <https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/> . <br><br>[4] https://www.axios.com/2019/12/16/fortune-500-companies-corporate-income-tax <https://www.axios.com/2019/12/16/fortune-500-companies-corporate-income-tax> . <br><br>[5] https://www.washingtonpost.com/business/2023/08/14/biden-corporate-tax/ <https://www.washingtonpost.com/business/2023/08/14/biden-corporate-tax/> . <br><br>[6] https://www.actontaxreform.com/media/mnnpgwib/act-state-wage-effects-of-corporate-tax-increase-2.pdf <https://www.actontaxreform.com/media/mnnpgwib/act-state-wage-effects-of-corporate-tax-increase-2.pdf> . </p>

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Resolution Details

Company:

International Business Machines Corp. (IBM)

Year:

2024

Issue Area:

Climate Change

Focus Area:

GHG Reduction and Targets

Status:

On Proxy

International Business Machines Corp. (IBM) Adopt Short and Long-Term Science-Based GHG Reduction Targets – Proxy Exempt Solicitation

Resolution Text

Whereas: Climate change is creating systemic risks to the economy, and immediate, sharp emissions reduction is required of all market sectors and industries.[1] Publicly traded corporations both contribute emissions that augment climate change and are subject to multiple risks created by climate change. Lack of comprehensive efforts to curtail emissions threatens investor value, particularly for diversified holders, for whom climate change poses an undiversifiable and unhedgeable risk.[2]

In response to this systemic risk, more than 6,000 companies, representing a broad range of industries, have set or committed to set science-based greenhouse gas reduction targets covering their Scopes 1 – 3 emissions aligned with a 1.5 degrees Celsius scenario with the Science Based Targets initiative (SBTi). SBTi provides third-party validation of corporate targets.

IBM has declined to set comparably comprehensive targets or seek third-party validation for its existing targets, raising concerns about the credibility of its commitments. Rather, it has adopted a 2030 net zero target narrowly focused on its operational emissions and a single category of Scope 3 emissions. Of the emissions IBM discloses for 2022, its target covers only half of its carbon footprint.

Meanwhile, Company peers Accenture, Microsoft, Hewlett Packard Enterprise, Salesforce, and SAP have set or committed to set near-term science-based 1.5 degree Celsius-aligned targets with SBTi inclusive of their full Scopes 1 – 3 emissions. Additionally, Accenture, Hewlett Packard Enterprise, and Microsoft, have committed to set ambitious long-term 1.5 degree Celsius-aligned net-zero by 2050 targets, vetted by SBTi.

IBM’s opposition to setting a third party verified by a third party creates business and reputational risks. For example, the Company markets and sells end-to-end sustainability solutions including cloud-based software, Envizi ESG Suite, which helps customers calculate and report Scope 3 emissions, and it notes in a Wall Street Journal ad that, “Companies need tools that can help them do detailed carbon accounting…”[3]

However, in its recent CDP climate report, IBM chooses not to disclose a number of Scope 3 emissions categories indicating that there is no reliable data for reporting the emissions, controverting its stated capabilities of providing detailed carbon accounting. Further, IBM describes Envizi as valuable for customers reporting greenhouse gas emissions data to CDP, or who have committed to the SBTi. Regrettably, IBM disparages SBTi in its 2022 CDP climate report as “a self-appointed arbiter for judging a company’s goals,” undermining the value of its own services.

Resolved: Shareholders request that IBM adopt independently verified short-, medium- and long-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain, in order to achieve net zero emissions by 2050 in line with the Paris Agreement’s goal of limiting global temperature rise to 1.5 degrees Celsius.

[1]https://report.ipcc.ch/ar6wg3/pdf/IPCC_AR6_WGIII_FinalDraft_FullReport.pdf

[2]https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf. Pg4.

[3] https://partners.wsj.com/ibm/tackling-tough-business-challenges-together/making-sustainability-goals-achievable-with-the-help-of-data/

Resolution Details

Company:

International Business Machines Corp. (IBM)

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Filed

Resolution Text

WHEREAS, full disclosure of IBM’s lobbying activities and expenditures is needed to assess whether IBM’s lobbying is consistent with IBM’s expressed goals and stockholder interests.

RESOLVED, the stockholders of IBM request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by IBM used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Description of management’s decision-making process and the Board’s oversight for making payments described above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which IBM is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee and posted on IBM’s website.

SUPPORTING STATEMENT

IBM spent $67 million from 2010 – 2022 on federal lobbying. This does not include state lobbying, where IBM lobbied in at least 27 states in 2022 and spent over $935,000 on lobbying in California from 2010 – 2022. IBM also lobbies abroad, spending between €1,750,000 – 1,999,999 on lobbying in Europe for 2021.

IBM deserves credit for refraining from making political contributions. But companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”1 Unlike many of its peers, IBM fails to disclose its payments to trade associations and social welfare organizations, or the amounts used for lobbying, to stockholders. IBM belongs to the Business Roundtable and US Chamber Commerce, which together have spent over $2.2 billion on federal lobbying since 1998.

IBM’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, IBM believes in addressing climate change, yet the Business Roundtable lobbied against the Inflation Reduction Act2 and the Chamber reportedly has been a “central actor” in dissuading climate legislation over a two-decade period.3 IBM has attracted scrutiny for avoiding federal income taxes,4 as the Business Roundtable has lobbied against a new minimum corporate tax.5 And while IBM does not belong to the controversial American Legislative Exchange Council, which is attacking “woke” investing,6 it is represented by its trade association, with the Chamber sitting on its Private Enterprise Advisory Council. Reputational damage stemming from these misalignments could harm stockholder value.

Last year, this proposal exceeded 48% support. Thus, I urge IBM to expand its lobbying disclosure.

1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

2 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.

3 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/.

4 https://www.axios.com/2019/12/16/fortune-500-companies-corporate-income-tax.

5 https://www.washingtonpost.com/business/2023/08/14/biden-corporate-tax/.

6 https://www.wbur.org/hereandnow/2023/03/22/esg-investing-fossil-fuels.

Resolution Details

Company:

International Business Machines Corp. (IBM)

Year:

2024

Issue Area:

Climate Change, Lobbying & Political Contributions

Focus Area:

Climate Lobbying

Status:

Filed

Resolution Text

RESOLVED: Shareholders request the Board of International Business Machines (“IBM” or “Company”) annually analyze and report to shareholders (at reasonable cost, omitting proprietary information) on whether and how IBM is aligning its lobbying and policy influence activities and positions, both direct and indirect (through trade associations, coalitions, alliances, and other organizations) with its target of net-zero emissions 2030, including the activities and positions analyzed, the criteria used to assess alignment, and involvement of stakeholders, if any, in the analytical process.

In evaluating the degree of alignment between the Company’s emissions goals and its lobbying, IBM should consider not only its policy positions and those of organizations of which it is a member but also the actual lobbying activities, such as legislative comment submissions.

The proponent believes this request is consistent with investor expectations described in the Global Standard on Responsible Climate Lobbying,[1] a valuable resource for implementation.

SUPPORTING STATEMENT:

The United Nations Framework Convention on Climate Change asserts that greenhouse gas emissions must decline 45 percent from 2010 by 2030 to limit global warming to 1.5 degrees Celsius. If that goal is not met, even more rapid reductions, at greater cost, will be required to compensate for the slow start on the path to global net-zero emissions.[2]

IBM has publicly committed to achieving net-zero emissions by 2030, supports the Paris Agreement’s goals, and believes that all society sectors must participate in climate change solutions.[3] However, IBM does not describe its direct and indirect federal or state lobbying efforts to engage in climate-related policy issues. Corporate lobbying inconsistent with the Paris Agreement and companies’ net zero targets presents increasingly material risks to companies and their shareholders.

IBM has disclosed that it spent over $25 million since 2018 on federal lobbying. This does not include certain undisclosed state lobbying expenditures. IBM provides direct links on its public policy website to where it files quarterly lobbying activity and expenditure reports. Enhancing this by reporting how the company’s lobbying activities align with its net-zero targets would fill critical disclosure gaps for shareholders.

Even with the recent passage of the Inflation Reduction Act, critical gaps remain between the United States’ Nationally Determined Contributions and necessary climate action. Companies like IBM have an essential role in enabling policymakers to close these gaps, given the increasingly material risks they face with delays in emissions reductions.

Of particular concern are trade associations that say they speak for business but too often present forceful obstacles to addressing climate change. IBM is a member of trade associations, such as the Business Roundtable, engaging with largely negative climate policy positions. Although IBM states that it will share its dissenting views with trade associations in public when it helps the policy debate, stockholders have yet to see such disclosure on climate policy. Shareholders discount hypocritical companies.

[1] https://climate-lobbying.com

[2] https://unfccc.int/news/updated-ndc-synthesis-report-worrying-trends-confirmed

[3] https://www.ibm.com/about/environment/energy-climate

Resolution Details

Company:

International Business Machines Corp. (IBM)

Year:

2023

Issue Area:

Inclusiveness

Focus Area:

Equal Employment Opportunity (EEO)

Status:

Vote

Vote Percentage:

33.10%

Resolution Text

Whereas:

Concerns have been raised about International Business Machines’ (“IBM”) workplace practices. These have included gender, race and age discrimination allegations.

Given the severity of the allegations, investors and other stakeholders may have reduced confidence in the Company’s statements that “IBM has been a leader in corporate diversity and inclusion for decades and is deeply committed to fostering a healthy, safe, and productive work environment for all IBMers.”[1]

Indicating a possible discomfort with the Company’s use of concealment clauses, 64.7 percent of IBM’s investors supported a 2022 shareholder resolution which requested that IBM’s Board of Directors release a public report assessing the potential risks to the Company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts”.[2] Concealment clauses are defined as employment or post-employment agreements, such as arbitration or non-disclosure agreements, that IBM asks employees or contractors to sign which would limit their ability to discuss unlawful acts in the workplace, including harassment and discrimination.

IBM utilizes concealment clauses within a patchwork of state and federal laws. In September 2022, the U.S. Senate unanimously passed “The Speak Out Act” which would limit non-disclosure agreements when sexual harassment is claimed.[3] California and Washington already prohibit agreements that prevent employees from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination.

Given that IBM continues to use concealment clauses “in settlements of lawsuits, or as part of voluntarily agreed exit agreements,”[4] shareholders are unable to assess the breadth of discrimination and related risks within the Company. This practice is not used by Alphabet[5], Apple[6], Microsoft[7], or Salesforce[8], among others.

Resolved:

Shareholders request the Board of Directors commission an independent review of the effectiveness and outcomes of the Company’s efforts to prevent harassment and discrimination against its protected classes of employees, and issue a public report summarizing the findings.

Supporting Statement:

In its discretion, the Board may wish to consider including in the report disclosures such as:

the total number and aggregate costs associated with disputes settled by the Company related to harassment or discrimination in the previous three years;
the total number of pending harassment or discrimination complaints the Company is seeking to resolve through internal processes, arbitration or litigation;
the total number and aggregate costs associated with contracts that include exit or other agreements where concealment clauses that restrict discussions of harassment or discrimination are present,
an estimate of the number of claims which may be made public, should existing non-disclosure or arbitration agreements be made null by changing legislation.

The report should not include the names or details of settlements without consent and should be prepared at a reasonable cost and omit any information that is proprietary, privileged, or violative of contractual obligations.

[1] https://sec.report/Document/0001104659-22-031075/

[2] https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465922053570/tm2213945d1_8k.htm

[3] https://spectrumnews1.com/oh/cincinnati/news/2022/10/03/u-s–senate-passes-bill-limiting-ndas

[4] https://sec.report/Document/0001104659-22-031075/

[5] https://www.sec.gov/Archives/edgar/data/1652044/000130817922000262/lgoog2022_def14a.htm

[6] https://www.sec.gov/Archives/edgar/data/320193/000119312522003583/d222670ddef14a.htm

[7] https://blogs.microsoft.com/on-the-issues/2022/06/08/microsoft-announces-four-new-employee-workforce-initiatives/

[8] https://www.salesforce.com/news/stories/salesforce-extends-workplace-protections-in-ca-sb331-bill-to-all-u-s-employees/

Right To Act By Written Consent

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