- Board of directors
- Committees of the board
- Certain transactions and relationships
- Certain information about insurance and indemnification
- 2008 Director compensation
- Section 16(a) beneficial ownership reporting compliance
- Ownership of securities
- 2008 Compensation discussion and analysis:
- 2008 Summary compensation
- 2008 Grants of plan-based awards
- 2008 Outstanding equity awards at fiscal year-end
- 2008 Option exercises and stock vested
- 2008 Retention plan
- 2008 Pension benefits
- 2008 Nonqualified deferred compensation
- 2008 Potential payments upon termination
Equity compensation plan information
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (a) |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) (b) |
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
|---|---|---|---|
|
N/A is not applicable RSUs — Restricted Stock Units, including Retention Restricted Stock Units PSUs — Performance Share Units DCEAP Shares — Shares under the DCEAP (see plan description below) (1) In connection with 35 acquisition transactions, 2,007,749 additional options were outstanding as a result of the Company’s assumption of options granted by the acquired entities. The weighted average exercise price of these options was $56. The Company has not made, and will not make, any future grants or awards of equity securities under the plans of these acquired companies. (2) The numbers included for PSUs in column (a) above reflect the maximum number payout. Assuming target number payout, the number of securities to be issued upon the exercise of PSUs for equity compensation plans approved by security holders is 1,578,439 and for equity compensation plans not approved by security holders is 1,506,448. For additional information about PSUs, including payout calculations, refer to the information in the 2008 Summary Compensation Table Narrative. |
|||
| Equity compensation plans approved by security holders: | |||
| Options | 64,632,904 | $112.84 | — |
| RSUs | 1,659,324 | N/A | — |
| PSUs | 2,367,659(2) | N/A | — |
| Subtotal | 68,659,887 | $112.84 | 107,290,860 |
| Equity compensation plans not approved by security holders: | |||
| Options | 54,674,266 | $89.26 | — |
| RSUs | 10,738,191 | N/A | — |
| PSUs | 2,259,672(2) | N/A | — |
| DCEAP Shares | 76,307 | N/A | — |
| Subtotal | 67,748,436 | $ 89.26 | 22,764,359 |
| Total | 136,408,323 | $102.04 | 130,055,219 |
The material features of each equity compensation plan under which equity securities are authorized for issuance that was adopted without stockholder approval are described below:
2001 Long-term Performance Plan
The 2001 Long-Term Performance Plan (the 2001 Plan) is used to fund awards for employees other than senior executives of the Company. Awards for senior executives of the Company will continue to be funded from the stockholder-approved 1999 Long-Term Performance Plan (the 1999 Plan). Otherwise, the provisions of the 2001 Plan are identical to the 1999 Plan, including the type of awards that may be granted under the plan (stock options, restricted stock unit awards and long-term performance incentive awards).
The 2001 Plan is administered by the Executive Compensation and Management Resources Committee of the Board of Directors, and that Committee may delegate to officers of the Company certain of its duties, powers and authority. Payment of awards may be made in the form of cash, stock or combinations thereof and may be deferred with Committee approval. Awards are not transferable or assignable except (i) by law, will or the laws of descent and distribution, (ii) as a result of the disability of the recipient, or (iii) with the approval of the Committee.
If the employment of a participant terminates, other than as a result of the death or disability of the participant, all unexercised, deferred and unpaid Awards shall be canceled immediately, unless the Award Agreement provides otherwise. In the event of the death of a participant or in the event a participant is deemed by the Company to be disabled and eligible for benefits under the terms of the IBM Long-Term Disability Plan (or any successor plan or similar plan of another employer), the participant’s estate, beneficiaries or representative, as the case may be, shall have the rights and duties of the participant under the applicable Award Agreement. In addition, unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid, or deferred Awards at any time if the participant is not in compliance with all applicable provisions of the Award Agreement and the Plan. In addition, Awards are cancelled if the participant engages in any conduct or act determined to be injurious, detrimental or prejudicial to any interest of the Company.
PWCC Acquisition Long-Term Performance Plan
The IBM PWCC Acquisition Long-Term Performance Plan (the PWCC Plan) was adopted by the Board of Directors in connection with the Company’s acquisition of PricewaterhouseCoopers Consulting (PwCC) from PricewaterhouseCoopers LLP, as announced on October 1, 2002. The PWCC Plan has been and will continue to be used solely to fund awards for employees of PwCC who have come over to the Company as a result of the acquisition. Awards for senior executives of the Company will not be funded from the PWCC Plan. The terms and conditions of the PWCC Plan are substantively identical to the terms and conditions of the 2001 Plan, described above.
IBM Deferred Compensation and Equity Award Plan
The IBM Deferred Compensation and Equity Award Plan (the DCEAP) was adopted in 1993. Under the DCEAP, non-management directors receive Promised Fee Shares in connection with deferred annual retainer payments. Each Promised Fee Share is equal in value to one share of the Company’s common stock. Upon a director’s retirement or other completion of service as a director, all amounts deferred into Promised Fee Shares are payable in either cash and/or shares of the Company’s stock at the director’s election. For additional information about the DCEAP, see 2008 Director Compensation Narrative.
Stockholder proposals
Some of the following stockholder proposals contain assertions about IBM that we believe are incorrect. We have not attempted to refute all of these inaccuracies.
THE IBM BOARD OF DIRECTORS OPPOSES THE FOLLOWING PROPOSALS FOR THE REASONS STATED AFTER EACH PROPOSAL.
