Stockholder rights and accountability – Annual election of all directors – Majority voting for directors in uncontested elections – Stockholder special meeting right – Proxy access – No stockholder rights plan – No supermajority voting provisions – Robust year-round stockholder engagement process – Signatory of Commonsense Principles 2.0 – Endorser of Investor Stewardship Group Principles – Signatory to the Business Roundtable Statement on the Purpose of a Corporation – Stockholder right to remove directors Ethical impact ↗ Corporate governance IBM’s Board of Directors has long adhered to governance principles designed to ensure the continued vitality of the board and excellence in the execution of its duties. For more than 25 years, the board has had in place a set of governance guidelines reflecting these principles, including a policy of requiring a majority of the board to be independent directors; the importance of equity compensation to align the interests of directors and stockholders; and the practice of regularly scheduled executive sessions, including sessions of nonmanagement directors without members of management. The IBM Board Corporate Governance Guidelines reflect IBM’s principles on corporate governance matters. IBM’s Business Conduct Guidelines is our code of ethics for directors, executive officers, and employees. Any amendment to, or waiver of, the Business Conduct Guidelines that applies to one of our directors or executive officers may be made only by the board or a board committee, and would be disclosed on IBM’s website. IBM also has a process by which stockholders and other interested parties may communicate with the board or nonmanagement directors. Governance highlights Effective leadership, independent oversight, strong governance – Independent Lead Director with robust and well-defined responsibilities – Executive session led by independent Lead Director at each board meeting – Proactive board and committee refreshment, with focus on diversity and the optimal mix of skills and experience – Annual review of the board leadership structure – Confidential voting 12 IBM 2021 ESG Report