Notice of IBM's annual meeting & pre-proxy to increase shares
Here you go Dorine - go to IBM's Miami meeting and apologize to IBM shareholders for confusing IBM flawless service with CPU's lack of same !
" Dear Stockholders,
You are cordially invited to attend the Annual Meeting of Stockholders on
Tuesday, April 27, at 10 a.m., in the James L. Knight Center at the Miami
Convention Center, Miami, Florida.
We are very pleased that Mr. Kenneth I. Chenault, president and chief operating
officer of American Express Company, who was elected to the Board in October
1998, is a nominee for the first time.
At this year's Annual Meeting you will be asked to approve, among other things,
certain amendments to IBM's Certificate of Incorporation to increase the number
of authorized shares. Your approval of these amendments is necessary to
effectuate a two-for-one stock split declared by the IBM Board of Directors on
January 26, 1999. In addition, you will also be asked to approve IBM's 1999
Long-Term Performance Plan, which provides for incentive and other awards that
are designed to provide participants with an increased proprietary interest in
our Company. Your vote on these matters is important and we appreciate your
continued support.
Stockholders of record can vote their shares by using the Internet or the
telephone. Instructions for using these convenient services are set forth on the
enclosed proxy card. Of course, you also may vote your shares by marking your
votes on the enclosed proxy card, signing and dating it, and mailing it in the
enclosed envelope. If you will need special assistance at the meeting because of
a disability, please contact the Office of the Secretary, Armonk, N.Y. 10504.
Very truly yours,
/s/ Louis V. Gerstner, Jr.
Louis V. Gerstner, Jr.
Chairman of the Board
YOUR VOTE IS IMPORTANT
Please Vote by Using the Internet, the Telephone, or by Signing, Dating, and
Returning the Enclosed Proxy Card
<PAGE>
3 IBM Notice of 1999 Annual Meeting and Proxy Statement
International Business Machines Corporation
Armonk, New York 10504
March 15, 1999
Notice of Meeting
The Annual Meeting of Stockholders of International Business Machines
Corporation will be held on Tuesday, April 27, 1999, at 10 a.m., in the James L.
Knight Center at the Miami Convention Center, 400 S.E. Second Avenue, Miami,
Florida 33131. The items of business are:
1. Election of directors for a term of one year.
2. Ratification of the appointment of auditors.
3. Amendment of the Certificate of Incorporation to increase authorized
shares and effect a two-for-one common stock split.
4. Adoption of the IBM 1999 Long-Term Performance Plan.
5. Approval of Annual Incentive Compensation Terms for Certain Executives.
6. Such other matters, including ___ stockholder proposals, as may properly
come before the meeting.
These items are more fully described in the following pages, which are hereby
made a part of this Notice. Only stockholders of record at the close of business
on March 1, 1999, are entitled to vote at the meeting. Stockholders are reminded
that shares cannot be voted unless the signed Proxy Card is returned, shares are
voted over the Internet or by telephone, or other arrangements are made to have
the shares represented at the meeting.
Daniel E. O'Donnell
Vice President and Secretary
This Proxy Statement and the accompanying form of Proxy Card are being
mailed beginning on or about March 15, 1999, to stockholders entitled to
vote. The IBM 1998 Annual Report, which includes financial statements, is
being mailed with this Proxy Statement. Kindly notify First Chicago Trust
Company of New York, Mail Suite 4688, P.O. Box 2530, Jersey City, N.J.
07303-2530, telephone 201-324-0405, if you did not receive a report, and a
copy will be sent to you.
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Jim K. |
