Form 8-K INTERNATIONAL BUSINESS For: Sep 28

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: September 28, 2015

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(d) Election of Directors.

On September 28, 2015, IBM announced that Hutham S. Olayan, principal, director and senior executive, The Olayan Group, has been elected to the IBM Board of Directors, effective January 1, 2016.  Ms. Olayan is expected to become a member of IBM’s Directors and Corporate Governance Committee.  After the election of Ms. Olayan takes effect, the IBM board will have a total of 15 members.

IBM’s compensatory and other arrangements for non-management directors are set forth in the company’s Proxy Statement dated March 9, 2015.  The press release is attached as Exhibit 99.1 of this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

IBM’s website (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 websites from time to time, as information is updated and new information is posted.

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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.

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Exhibit 99.1

HUTHAM S. OLAYAN ELECTED TO IBM BOARD OF DIRECTORS

ARMONK, N.Y., September 28 2015 . . . The IBM (NYSE: IBM) board of directors today elected Hutham S. Olayan to the board effective January 1, 2016.  Ms. Olayan, 61, is a principal, director and senior executive of The Olayan Group, a private multinational enterprise that is both an international investor and diversified commercial and industrial business in Saudi Arabia.

Ginni Rometty, IBM chairman, president and chief executive officer, said:  “We are delighted that Hutham will be joining the IBM board of directors.  She is a true global citizen and her insights and experience, particularly in international markets, will make a significant contribution to IBM as we continue to invest aggressively in our business.”

Ms. Olayan has been a director of The Olayan Group since 1981 and has headed the group’s New York office since 1985.  She is president and chief executive officer of Olayan America, the group’s affiliate responsible for investments primarily originating in North, Central and South America.

Ms. Olayan is a director of Morgan Stanley and a member of the Executive Advisory Board of General Atlantic.  She also serves on the boards of the American University of Beirut, The MasterCard Foundation, Memorial Sloan-Kettering Cancer Center and the Peter G. Peterson Institute for International Economics.

Ms. Olayan holds a B.A. from the American University of Beirut and a M.B.A. from Indiana University.