INTERNATIONAL BUSINESS MACHINES CORP
DEFA14A, 2000-03-14
COMPUTER & OFFICE EQUIPMENT
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Internet Voting Screen No. 1

[IBM Logo]                                                            Proxy vote

VOTE-BY-NET
[Graphic Omitted]

Vote Your IBM Proxy Online

Thank you for choosing to participate in the program to vote your proxy through
the Internet. Please read this page and click on the "proceed" button below to
fill out and submit your proxy.

To vote online you must use the control number that appears in the box on your
proxy card. The proxy control number is located in the box on the card, just
below the perforation.

Your online vote authorizes the named proxies in the same manner as you marked,
signed, dated and returned the proxy card. If you choose to vote your shares
online, there is no need for you to mail back your proxy card.

                                    Proceed
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IBM Homepage                    IBM Investor Resources             Contact Us
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<PAGE>

Internet Voting Screen No. 2

[IBM Logo]                                          Proxy vote

VOTE-BY-NET
[Graphic Omitted]

Please click the Proceed button below to continue to the secure voting site.

                                    Proceed
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IBM Homepage                    IBM Investor Resources             Contact Us
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<PAGE>

Internet Voting Screen No. 3

[IBM Logo]                                                            Proxy vote

VOTE-BY-NET
[Graphic Omitted]

If you have more than one proxy card or voting instruction card or ballot,
please vote them one card at a time.

      [1]   Enter the Voter Control Number as it appears on the proxy card.

            [___________________________]

      [2]   Enter the last 4 digits of the U.S. Social Security Number or the
            U.S. Taxpayer Identification Number for this account.

            [_______]

If you do not have a U.S. Social Security Number or a U.S. Taxpayer
Identification Number for this account, please leave this box blank.

Important: For your vote to be cast, the Voter Control Number and the last four
digits of the U.S. Social Security Number or the U.S. Taxpayer Identification
Number, if applicable, for this account must match the numbers on our records.

      [3]   If you wish to receive an e-mail confirmation of your vote, enter
            your e-mail address below.

            [______________________________]

            Please enter your e-mail address again for validation.

            [______________________________]

                                    Proceed
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IBM Homepage                    IBM Investor Resources             Contact Us
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<PAGE>

Internet Voting Screen No. 4

[IBM LOGO]                                                            Proxy vote

VOTE-BY-NET
[Graphic Omitted]

                                    Welcome!

                                      Name
                                      Address

                                      E-mail address:

                                |______________|

                                    Proceed
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IBM Homepage                    IBM Investor Resources             Contact Us
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<PAGE>

Internet Voting Screen No. 5

[IBM Logo]   International Business Machines
             Corporation

Louis V. Gerstner, Jr., Lawrence R. Ricciardi, and Daniel E. O'Donnell, or any
of them individually and each of them with the power of substitution, are hereby
appointed Proxies of the undersigned to vote all common stock of International
Business Machines Corporation owned on the record date by the undersigned at the
Annual Meeting of Stockholders to be held in the Grand Ballroom of the
Renaissance Cleveland Hotel, Cleveland, Ohio at 10 a.m. on Tuesday, April 25,
2000, or any adjournment thereof.

THE PROXIES WILL VOTE USING THE DIRECTIONS PROVIDED BELOW. IF NO DIRECTION IS
PROVIDED, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS. THE
PROXIES ARE ALSO AUTHORIZED TO VOTE UPON ALL OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF, UTILIZING THEIR OWN DISCRETION
AS SET FORTH IN THE NOTICE OF 2000 ANNUAL MEETING AND PROXY STATEMENT.

This Proxy Card will also be used to provide voting instructions to the Trustee
for any shares of common stock of International Business Machines Corporation
held in the IBM Stock Fund investment alternative under the IBM Tax Deferred
Savings Plan on the record date, as set forth in the Notice of 2000 Annual
Meeting and Proxy Statement.

                         IBM's Directors Recommend a Vote
                         "FOR" all Nominees for Director.
                         "FOR" Proposals 2 and 3.
                         "AGAINST" Proposals 4 and 5.

Check this box to vote all proposals in accordance with the recommendations of
IBM's Directors |_|

IBM's Directors Recommend a Vote "FOR" all Nominees for Director.

                                  For All Nominees          Withhold
                                  Except As Noted           As to All
                                  Below                     Nominees

      1. Election of Directors.   |_|                       |_|

Or, check the box for the Director(s) from whom you wish to withhold your vote:

|_| C. Black              |_| K.I. Chenault      |_| J. Dormann
|_| L.V. Gerstner, Jr.    |_| N.O. Keohane       |_| C.F. Knight
|_| M. Makihara           |_| L.A. Noto          |_| J.B. Slaughter
|_| A. Trotman            |_| L.C. van Wachem    |_| C.M. Vest

IBM's Directors Recommend a Vote "FOR" Proposals 2 and 3.

                                            For      Against    Abstain

      2. Ratification of appointment of     |_|        |_|        |_|
           auditors

                                            For      Against    Abstain

      3. Adoption of IBM 2000 Employees     |_|        |_|        |_|
           Stock Purchase Plan

IBM's Directors Recommend a Vote "AGAINST" Proposals 4 and 5.

                                            For      Against    Abstain

      4. Stockholder Proposal on
           Executive Compensation           |_|        |_|        |_|

                                            For      Against    Abstain

      5. Stockholder Proposal
           on Pension and
           Retirement Medical               |_|        |_|        |_|

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Check the option below, if the option applies to you

      |_|   Will attend Annual Meeting - Use admission ticket attached to your
            proxy card.

      |_|   If you are receiving multiple copies of stockholder publications,
            check box to discontinue mailings to this account.

To submit your vote please click the button below. (Your vote will not be
counted until the Submit Your Vote button is clicked)

                                Submit Your Vote
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<PAGE>

Internet Voting Screen No. 6

[IBM Logo]                                                           Proxy vote

VOTE-BY-NET
[Graphic Omitted]

                  Your proxy vote has been recorded as follows:

                        1. Election of Directors

                           [stockholder's vote inserted here]

                        2. Ratification of appointment of auditors

                           [stockholder's vote inserted here]

                        3. Adoption of IBM 2000 Employees Stock Purchase Plan

                           [stockholder's vote inserted here]

                        4. Stockholder Proposal on Executive Compensation

                           [stockholder's vote inserted here]

                        5. Stockholder Proposal on Pension and Retirement
                           Medical

                           [stockholder's vote inserted here]

Please review your vote. If this is incorrect, please use the Back button on
your browser, change your vote and resubmit. If this is correct, please click
the button below.

                                    Proceed

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IBM Homepage                    IBM Investor Resources             Contact Us
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<PAGE>

Internet Voting Screen No. 7

[IBM Logo]                                                           Proxy vote

VOTE-BY-NET
[Graphic Omitted]

Success! Your vote has been cast and will be tabulated by EquiServe, within 24
hours.

If you wish to receive future copies of IBM's annual reports and proxy
statements electronically, instead of by mail, and if you have not already
signed up for electronic delivery, you can provide your consent by clicking the
Proceed button below.

                                    Proceed

If you wish to submit comments regarding online voting, click the Comments
button below.

                                 Submit Comments

You can now vote another Proxy Card or exit to IBM's homepage.

                               Vote Another Proxy

                                    Proceed
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IBM Homepage                    IBM Investor Resources             Contact Us
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<PAGE>

[TELEPHONE VOTING SCRIPT)

Welcome to the electronic voting system. Please have your proxy card or voting
instruction sheet or ballot available before voting.

Enter the Voter Control Number as it appears on the card followed by the pound
sign.

One moment please while we verify your information.

Enter the last four digits of the U.S. Social Security number or the U.S.
taxpayer identification number for this account followed by the pound sign.

The company that you are voting is IBM.

Your vote is subject to the same terms and authorizations as indicated on the
proxy card. It also authorizes the named proxies to vote according to the
instructions at the meeting of the stockholders.

To vote all proposals in accordance with the recommendations of the Board of
Directors, press 1. If you wish to vote on one proposal at a time, press 2.
      If 1, go to Playback.
      If 2, go to 8.

Item # 1. To vote for all nominees press 1. To withhold from all nominees press
2. To withhold from individual nominees press 3.

      If 1, go to 9.
      If 2, go to 9.
      If 3, go to Director Exception.

            Director Exception

            Enter the 2-digit number next to the nominee from whom you would
            like to withhold your vote followed by the pound key. Or if you have
            completed voting on directors, press the pound key again.
                  If pound key entered twice, go to the next item.
                  If valid nominee number, go to Next Nominee.

            Next Nominee

            To withhold your vote from another nominee, enter the 2-digit number
            next to the nominee followed by the pound key, or if you have
            completed voting on directors press the pound key again.
                  If pound key entered twice, go to the next item.
                  If valid nominee number, go to Next Nominee.

            Invalid Nominee Number

            You have entered an invalid nominee number.
                  {Go to Next Nominee.}

Item # 2. To vote for, press 1; against, press 2; abstain, press 3.

      If 1, go to 10.
      If 2, go to 10.
      If 3, go to 10.

Item # 3. To vote for, press 1; against, press 2; abstain, press 3.

      If 1, go to 11.
      If 2, go to 11.
      If 3, go to 11.

Item # 4. To vote for, press 1; against, press 2; abstain, press 3.

      If 1, go to 12.
      If 2, go to 12.
      If 3, go to 12.

Item # 5. To vote for, press 1; against, press 2; abstain, press 3.

      If 1, go to 13.
      If 2, go to 13.
      If 3, go to 13.

If you would like to attend the annual meeting, press 1. If not, press 2.

      If 1, go to 14.
      If 2, go to 14.

If you would like to discontinue mailing an annual report to this account, press
1. If not, press 2.

      If 1, go to 15.
      If 2, go to 15.

You have cast your vote as follows:

            Playback {Playback the appropriate vote for this proxy card.}
            Default Playback
            You have voted in the manner recommended by the Board of Directors.

            Director Proposal Playback
            Voted for all nominees: Item #. You have voted for all nominees.

            Withhold from all nominees: Item #. You have voted to withhold your
            vote from all nominees.

            Withhold from individual nominees: Item #. You have voted for all
            nominees except for the following nominee numbers

            For/Against/Abstain Proposal Playback
            Item # {For | Against | Abstain}

To confirm your vote, press 1. To cancel your vote, press 2.
      If 1, go to 18.
      If 2, go to 17.

Your vote has been canceled. If you wish to vote this card or another card,
press 1. Otherwise, please hang up and mark, sign, and return your card in the
envelope provided. Thank you for calling.

Your vote has been successfully recorded. It is not necessary for you to mail
your card. If you wish to vote another card or change your vote, press 1.
Otherwise, please hang up. Thank you for voting.

            Invalid Control Numbers
            We are unable to authenticate the information that you entered.

            No Key Pressed
            Go to the same item (repeat three times); otherwise, go to Error.

            Invalid Number
            Go to the same item (repeat three times); otherwise, go to Error.

            Error
            We are unable to process your request at this time. Thank you for
            calling.
              {Call ends.}



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