SEC Comment Letter for INTERNATIONAL BUSINESS MACHINES CORP (IBM) (CIK 0000051143) (IBM) — Sep 2, 2022
INTERNATIONAL BUSINESS MACHINES CORP (IBM) (CIK 0000051143)
Date: Sept. 2, 2022 · CIK: 0000051143 · Accession: 0000000000-22-009607
AI Filing Summary & Sentiment
File numbers found in text: 001-02360
Letter
United States securities and exchange commission logo September 2, 2022 Frank P. Sedlarcik Vice President, Assistant General Counsel and Secretary International Business Machines Corporation One New Orchard Road Armonk, New York 10504 Re:International Business Machines Corporation Definitive Proxy Statement on Schedule 14A Filed March 7, 2022 File No. 001-02360 Dear Mr. Sedlarcik: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed March 7, 2022 General 1.Please expand your discussion to address how the experience of the Lead Director is brought to bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: •represent the board in communications with shareholders and other stakeholders; •require board consideration of, and/or override your CEO on, any risk matters; or •provide input on the design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example, please disclose: •the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the
FirstName LastNameFrank P. Sedlarcik Comapany NameInternational Business Machines Corporation September 2, 2022 Page 2 FirstName LastName Frank P. Sedlarcik International Business Machines Corporation September 2, 2022 Page 2 immediacy of the risk assessed; •whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; •how the board interacts with management to address existing risks and identify significant emerging risks; •whether you have a Chief Compliance Officer and to whom this position reports; and •how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551- 3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 2, 2022
Frank P. Sedlarcik
Vice President, Assistant General Counsel and Secretary
International Business Machines Corporation
One New Orchard Road
Armonk, New York 10504
Re:International Business Machines Corporation
Definitive Proxy Statement on Schedule 14A
Filed March 7, 2022
File No. 001-02360
Dear Mr. Sedlarcik:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 7, 2022
General
1.Please expand your discussion to address how the experience of the Lead Director is
brought to bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Director plays in the leadership of the board.
For example, please enhance your disclosure to address whether or not your Lead Director
may:
•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on the design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
FirstName LastNameFrank P. Sedlarcik
Comapany NameInternational Business Machines Corporation
September 2, 2022 Page 2
FirstName LastName
Frank P. Sedlarcik
International Business Machines Corporation
September 2, 2022
Page 2
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program