Item 5.02(b) (Departure of Named Executive Officer and Director) and

Item 5.02(e) (Compensatory Arrangement for Named Executive Officer)

On December 16, 2020, the company announced that Arvind Krishna, chief executive officer of IBM, has been elected chairman of the IBM Board of Directors, effective January 1, 2021. As previously disclosed, Virginia M. Rometty will retire from the company and the IBM Board of Directors, effective December 31, 2020. The press release is Exhibit 99.1 of this Form 8-K.

The IBM Board of Directors has approved certain arrangements for Mrs. Rometty, as set forth in the letter attached as Exhibit 99.2. These arrangements are in effect following her retirement for a period of 3 years.





Consulting Arrangement


After Mrs. Rometty's retirement from the company, she may be asked, from time to time, to provide services to the company as an independent contractor. The fee for such services would be $20,000 per day for each day she provides four or more hours of services and $10,000 per day for each day that she provides less than four hours.





Office


To facilitate the IBM consulting services to be provided by Mrs. Rometty after her retirement, IBM will continue to provide company office space with administrative support.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits


The following exhibits are being filed as part of this report:





Exhibit No.                           Description of Exhibit
  99.1          Press Release

  99.2          Letter

104           Cover Page Interactive Data File - the cover page interactive data
              file does not appear in the Interactive Data File because its XBRL
              tags are embedded within the Inline XBRL document



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.


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