Bylaw Amendment

Title of each class Capital stock, par value $.20 per share Trading symbol IBM Common Stock     UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549         FORM 8-K       CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934    Date of Report : October 22, 2021 (Date of earliest event reported)       INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter)       New York   1-2360   13-0871985 (State of Incorporation)   (Commission File Number)   (IRS employer Identification No.)   One New Orchard Road     Armonk , New York   10504 (Address of principal executive offices)   (Zip Code)   914 - 499-1900 (Registrant’s telephone number)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading symbol(s)   Name of each exchange on which registered Capital stock, par value $.20 per share   IBM   New York Stock Exchange         NYSE Chicago 2.625% Notes due 2022   IBM 22A   New York Stock Exchange 1.250% Notes due 2023   IBM 23A   New York Stock Exchange 0.375% Notes due 2023   IBM 23B   New York Stock Exchange 1.125% Notes due 2024   IBM 24A   New York Stock Exchange 2.875% Notes due 2025   IBM 25A   New York Stock Exchange 0.950% Notes due 2025   IBM 25B   New York Stock Exchange 0.875% Notes due 2025   IBM 25C   New York Stock Exchange 0.300% Notes due 2026   IBM 26B   New York Stock Exchange 1.250% Notes due 2027   IBM 27B   New York Stock Exchange 0.300% Notes due 2028   IBM 28B   New York Stock Exchange 1.750% Notes due 2028   IBM 28A   New York Stock Exchange 1.500% Notes due 2029   IBM 29   New York Stock Exchange 1.750% Notes due 2031   IBM 31   New York Stock Exchange 0.650% Notes due 2032   IBM 32A   New York Stock Exchange 1.200% Notes due 2040   IBM 40   New York Stock Exchange 7.00% Debentures due 2025   IBM 25   New York Stock Exchange 6.22% Debentures due 2027   IBM 27   New York Stock Exchange 6.50% Debentures due 2028   IBM 28   New York Stock Exchange 7.00% Debentures due 2045   IBM 45   New York Stock Exchange 7.125% Debentures due 2096   IBM 96   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨              Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   The IBM Board of Directors adopted amendments to IBM’s By-laws, effective October 25, 2021, to amend Article III, Section 2, to increase the number of directors from twelve to thirteen as a result of the previously disclosed election of Al Zollar.   The foregoing description of the amendments to the By-laws is qualified in its entirety by the text of the By-laws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.   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 3.2   The By-laws of IBM, as amended through October 25, 2021         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.   2        SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.   Date: October 22, 2021         By: /s/ Frank Sedlarcik     Frank Sedlarcik     Vice President, Assistant General Counsel and Secretary    3