Lindner Peter – ‘PREC14A’ on 6/16/09 re: International Business Machines Corp

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Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary S/H Filing of Lindner for Ibm             16±    64K 


Text of Preliminary filing to SEC June 2010                                     

6/15/2010                                                                       
Lindner Peter PREC14A 1:10 IBM Co                                               

Preliminary Proxy Solicitation Material -- Contested                            
Solicitation * Schedule 14A                                                     
Filing Table of Contents                                                        
Document/Exhibit Description Pages Size                                         

1: PREC14A Peter Lindner 1st Draft of Proxy                                   

PREC14A 1 draftproxy.htm FIRST DRAFT OF NON-MANAGEMENT                          
PROXY                                                                           
SCHEDULE 14A INFORMATION                                                        
(Rule 14A-101)                                                                  
INFORMATION REQUIRED IN PROXY STATEMENT                                         
SCHEDULE 14A INFORMATION                                                        

Proxy Statement Pursuant to Section 14(a) of the Securities                     
Exchange Act of 1934                                                            
Filed by the Registrant [ ]                                                     
Filed by a Party other than the Registrant [X]                                  
Check the appropriate box:                                                      

[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission Only                                
(as permitted by Rule 14a-6(e)(2))                                              
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Rule 14a-12                                 

IBM COMPANY                                                                     

(Name of Registrant as Specified In Its Charter)                                
PETER LINDNER                                                                   

(Name of Person(s) Filing Proxy Statement, if other than                        
the                                                                             
Registrant)                                                                     

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[ ] Fee computed on the table below per Exchange Act Rule                       
14a-                                                                            
6(i)(1)and 0-11.                                                                
(1) Title of each class of securities to which transaction                    
applies:                                                                        
(2) Aggregate number of securities to which transaction                       
applies:                                                                        
(3) Per unit price or other underlying value of                               
transaction                                                                     
computed                                                                        
pursuant                                                                        
To Exchange Act Rule 0-11 (Set forth the amount on which                      
the                                                                             
filing fee is calculated and state how it was determined):                      
(4) Proposed maximum aggregate value of transaction:                          
(5) Total fee paid:                                                           
[ ] Fee paid previously with preliminary materials.                             
[ ] Check box if any part of the fee is offset as provided                      
by                                                                              
Exchange Act Rule                                                               
0- 11(a)(2) and identify the filing for which the                             
offsetting                                                                      
fee                                                                             
was paid previously. Identify the previous filing by                            
registration                                                                    
statement number, or the Form or Schedule and the date of                       
its                                                                             
filing.                                                                         
(1) Amount Previously Paid:                                                     
(2) Form, Schedule or Registration Statement No.:                               
(3) Filing Party:                                                               
(4)                                                                             
Date Filed:                                                                     

PRELIMINARY COPY, SUBJECT TO COMPLETION                                         
DATED MARCH 27, 2010                                                            
PROXY STATEMENT OF                                                              
<b>PETER LINDNER </b>                                                           
IN CONNECTION WITH THE                                                          
2010 ANNUAL MEETING OF STOCKHOLDERS                                             
OF                                                                              
<b>IBM COMPANY </b>                                                             

<b>INTRODUCTION </b>                                                            

This Proxy Statement (the "Proxy Statement") and the                          
accompanying                                                                    
form of Proxy are being furnished by Peter Lindner ("Mr.                        
Lindner")                                                                       
to the stockholders (the "Stockholders") of the IBM                             
Company (the "Company" or "IBM") in connection with his                         
solicitation of proxies to be voted at IBM's 2010                               
Annual Meeting of Stockholders (the "Annual Meeting"). IBM                      
has announced that the Annual Meeting will be held on                           
Monday,                                                                         
April xx, 2010, at 10:00 a.m. Eastern Time local time at:                       

International Business Machines Corporation                                     
New Orchard Road                                                                
Armonk, New York 10504                                                          
(914) 499-1900                                                                  

This Proxy Statement and form of Proxy are being mailed to                      
Stockholders on or about April 10, 2010.                                        

Mr. Lindner is soliciting proxies from fellow Stockholders                    
and                                                                             
fellow former Employees to elect Mr. Lindner to the Board                       
of                                                                              
Directors of IBM (the "Board") at the Annual Meeting.                           
Mr. Lindner is asking Stockholders to enact a Shareholder                       
Proposal (the "Proposal") on revising IBM's Code of Conduct                     
(the "Code"). Sometimes (and I have been wrong about this                       
in the past), there is a new wave sweeping across the                           
country                                                                         
for a revision of ethics. I wish IBM to lead the country in                     
having a good code of conduct, rather than have incidents                       
occur periodically that cause pain, embarrassment, and                          
social/financial disorder - which has happened in the US                        
Congress and in companies such as Enron.                                        

WHY YOU SHOULD ADD LINDNER TO THE BOARD OF DIRECTORS                            

*                                                                               
In Mr. Lindner's opinion, the current Code may not be                           
working. Mr. Lindner believes there is no stronger message                      
that can be sent to The                                                         
Company's Board and management this year than dual approval                     
of                                                                              
a shareholder resolution to fix the Code and to install Mr.                     
Lindner to ensure that this task is done.                                       

WHY YOU SHOULD VOTE FOR THE LINDNER SHAREHOLDER ETHICS                          
PROPOSAL                                                                        
*                                                                               
Sometimes transparency in words and deeds can have                              
unexpected                                                                      
morale and financial benefits. Your clear message in this                       
election                                                                        
will directly assist Mr. Lindner in convincing the                              
directors that                                                                  
a change in the Code is long overdue. Mr. Lindner believes                      
this                                                                            
will be the shortest path to the restoration of shareholder                     
value                                                                           
and the realization of IBM's promise of ethical behavior.                       
IBM trusts its customers to give their word and stand by                        
it, and                                                                         
billions of dollars are made on that premise. It would be                       
hypocrisy                                                                       
at best for IBM to give its word, yet not carry it out.                         

*                                                                               
Mr. Lindner has first hand knowledge of IBM's technology                        
and of its operations and its culture. Mr. Lindner has                          
spent nine                                                                      
years working at IBM, Travel Related Services (TRS),                            
and IBM Bank. His resume (and much more detail) are on the                      
website:                                                                        

www.IBMethics.com                                                               

(It stands for IBM Truth commission - the shareholder                           
proposal to                                                                     
investigate whether IBM has a few or has many incidents of                      
where the IBM Code of Conduct has been violated.)                               

Mr. Lindner has handled mailings, reviewed credit histories                     
of the                                                                          
millions of cardmembers, and potential c/m's, as well as                        
work with                                                                       
mathematical modeling, risk management, securitization of                       
our                                                                             
portfolio, modernization of the Banking system, and has                         
even                                                                            
helped (with his manager/director) save a key product line                      
by showing its viability/profitability.                                         

At IBM, Mr. Lindner has worked with customer databases                          
of several thousand customers, and even several million.                        

*                                                                               

*                                                                               

THIS SOLICITATION IS BEING MADE BY                                              
MR. LINDNER                                                                     
AND NOT ON BEHALF OF THE BOARD                                                  

Mr. Lindner is a former Senior Manager of IBM. He is an                         
experienced computer programmer, modeler, database marking                      
specialist - and is literate.                                                   

PLEASE DISREGARD ANY PROXY CARD YOU RECEIVE FROM                                
IBM.                                                                            
MR. LINDNER ENCOURAGES YOU TO RETURN ONLY THE ENCLOSED                          
[Tan? COLOR??] PROXY CARD.                                                      

RECOMMENDATIONS IF LINDNER IS ELECTED                                           
If elected, Mr. Lindner plans to make the following                             
recommendations                                                                 
to the Board, which Mr. Lindner believes are in the best                        
interests of IBM and its Stockholders:                                          
*                                                                               
Work closely with the various stakeholders at IBM - the                         
shareholders, the employees, the customers and the vendors                      
- to                                                                            
get reasonable solutions to the ethical demands in a modern                     
business. Ethics is the fancy way of saying doing right                         
when                                                                            
personal gains may say to choose a different path. Lies,                        
pandering, obfuscation, hypocrisy - why these are the very                      
things                                                                          
that the Securities and Exchange Acts sought to get rid of                      
in the                                                                          
1930's, and from those beginnings, a strong NY Stock                            
Exchange was                                                                    
created, to the envy of the world. We can make money and                        
not lose                                                                        
our morality or ethics. I am actually saying that perhaps                       
we will                                                                         
make more money with ethical conduct than by not having                         
ethics.                                                                         

*                                                                               
This proposal is directly related to an incident that                           
stemmed from Mr. Lindner being laid off in 2003.                                
That was resolved.  However, Mr. Lindner alleged that                           
IBM had spoken to a prospective employer, and in                                
violation of Title VII of the US Civil Rights Act of                            
1964, and in violation of the laws of NY State and                              
NYC, IBM retaliated against Mr. Lindner.                                        

Moreover, when the case 06cv4751 entitled --                                    
Peter W. Lindner v IBM, Robert Vanderheyden,                                    
Heather Christo Higgins, John Doe #1, And John Doe #2 --                        
went to discovery, IBM wrote in a submission to the                             
Magistrate Judge that some of the discovery requests                            
require interviewing 'hundred of thousands of employees'.                       
And IBM suggested that it did not have any                                      
ESI (Electronically Stored Information) in all of                               
IBM that was responsive to the discovery request.                               

(This document is a letter from IBM on June 5, 2009                             
to Magistrate Judge Eaton, cc: Peter Lindner,                                   
and will be posted on this SEC site as a pdf,                                   
which requires that it be typed up first as                                     
per SEC filing regulations, which Mr. Lindner                                   
intends to follow.)                                                             

Surely no one in data processing believes that if                               
IBM kept all their records -- as IBM promised -- that                           
there is no record on any of their computers or any                             
of their electronic storage media.                                              

So, this shareholder proposal is to stop IBM from                               
making such absurd statements to a Federal Court.                               

Furthermore, IBM was apprised the week of June 15 2009                          
that indeed a single document was found that proved                             
that the prospective employer of Mr. Lindner had                                
spoken to an IBM employee, IBM did not (as of this                              
writing) inform the Court that it spoke wrongly.                                

To summarize: IBM said it had no ESI, when in fact                              
it did.                                                                         

Thoroughly investigate all instances of ethical quandaries                      
faced by                                                                        
IBM over the last fifteen years. Some people say there is                       
nothing to be done, but I say that others have faced                            
greater                                                                         
problems than dealing with the ethics of an already pretty                      
good company. Getting rid of slavery for one (okay, that                        
was                                                                             
150 years ago), resolving death squads and apartheid by                         
having                                                                          
Truth Commissions, handling sexual improprieties in the US                      
Congress, balancing the rights of poor and wealthy                              
citizens.                                                                       
Let us go the extra distance and make IBM's Code                                
of Conduct a document to be proud of, which reflects the                        
honest aspirations of its best employees, its worthy                            
management                                                                      
and directors, and of course its shareholders who care for                      
these concerns and more. I ask for your vote for Director                       
in                                                                              
IBM's Board and for the Shareholder Proposal to revise the                      
Code                                                                            
of Conduct in the coming year in an open and honest                             
fashion,                                                                        
using the best minds of not just IBM's constituents, but                        
also                                                                            
of scholars, academics, business leaders and politicians.                       
This                                                                            
will be a Code of Conduct that can work in the 21st                             
century. No                                                                     
more will the powerful IBM fight just people who are racist                     
and who do not pay their bills, but also chide and penalize                     
those                                                                           
who break the honest standards set by IBM. This will                            
not be like Enron, where Ken Lay allowed a transgression by                     
a "top performer," thus abandoning his supposed ethics. The                     
film "Enron: The Smartest Guys in the Room[2005]" details                       
how                                                                             
this path led to Enron's ruin, and that of its hardworking                      
employees, the community, and many hapless investors.                           

EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE                        
YOUR VOTE                                                                       
AT ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED                       
PROXY WITH A LATER DATE TO                                                      
_____________________ AT THE ADDRESS ON THE BACK COVER.                         
NOMINEE FOR DIRECTOR GENERAL                                                    
The by-laws of IBM provide that the exact number of                           
directors shall be fixed by resolution of the Board.                            
According to                                                                    
public information, the Board currently consists of ten                         
members having one-year terms.                                                  

THE LINDNER NOMINEE                                                             

The information below concerning age and principal                            
occupation has                                                                  
Been furnished by Peter Lindner                                                 

NAME AGE PRINCIPAL OCCUPATION                                                   
Peter Lindner 59 Computer Programmer                                            

Mr. Lindner is currently an employee of Time Warner Cable                       
Company                                                                         
in NYC, and has been at TWC since 2007. (This year, March                       
2009,                                                                           
TWC became a separate company from Time Warner.) He                             
programs in                                                                     
SAS (a statistical language used among many companies,                          
including                                                                       
IBM), and Excel, among other computer                                           
languages. Mr. Lindner has been a professional computer                         
person                                                                          
for over 35 years, a SAS programmer for 25 years, and an                        
Excel (and Lotus 123) programmer/user for 15 years.                             

In between 2003 and 2007, Mr. Lindner worked as an                              
independent                                                                     
consultant, after being laid off from IBM in 2003.  Mr.                         
Lindner                                                                         
had 10 years worth of tenure at IBM, since Mr. Lindner                          
originally worked at IBM from 1973 to 1978, as a salesman                       
trainee, systems engineer, and also as a BAL (Basic                             
Assembly Language) mainframe programmer for IBM's operating                     
system (ACP Airline Control Program,                                            
now known as TPF for Transaction Processing Facility) and                       
with                                                                            
a forgotten language APL.  In the past                                          
fifteen years, Mr. Lindner's specialty has been statistical                     
programming, risk management, direct mail, and systems                          
analysis.                                                                       

Mr. Lindner joined American Express (Amex) in 1990, worked                      
in Amex Travel Related Services, then                                           
Amex Bank Headquarters in NYC, and then back to TRS for                         
Risk                                                                            
Management. Mr. Lindner helped with various models,                             
including                                                                       
working with his manager to create Amex's first Bankruptcy                      
Model,                                                                          
which became operational even at its early stages, and was                      
later                                                                           
productionized with a team of consultants into its current                      
form.                                                                           
Mr. Lindner used Continuous Process Improvement (CPI) to                        
build                                                                           
a small reporting system into a quickly responsive                              
production system of 90+ measures of credit card                                
performance -                                                                   
this latter lead to saving the Optima card which was to                         
have                                                                            
been killed by conventional average losses. The reporting                       
system showed that the losses were less each year, and were                     
now                                                                             
positive with its learning curve (a slight reference to                         
this was                                                                        
made in Amex's Annual Report).                                                  

Mr. Lindner has two degrees from the Massachusetts                              
Institute of                                                                    
Technology (MIT), both undergraduate and from their                             
business                                                                        
school, with a concentration in both finance and management                     
information systems.                                                            

Peter Lindner                                                                   

DATE OF                                                                         
TRANSACTION AMOUNT OF COMMON SHARES PURCHASED (P) / SOLD                        
(S)                                                                             
1990-1998 34* (P)                                                               

*approximately                                                                  

PETER LINDNER RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF                     
THE                                                                             
PETER LINDNER LISTED BELOW AND                                                  
IN FAVOR OF THE ETHICS PROPOSAL AND                                             
NOT RETURN IBM'S PROXY CARD TO IBM AND                                          
NOT VOTE IN FAVOR OF THE NOMINEES OF IBM.                                       

QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ENCLOSED                       
Gold                                                                            
PROXY                                                                           
CARD SHOULD BE DIRECTED TO:                                                     
_______________________                                                         
________________________,                                                       
______________________                                                          
CALL                                                                            
1-212-979-9647                                                                  
____________                                                                    

VOTING                                                                          
Based on public information, the Board has fixed the close                    
of                                                                              
business on Febuary 27, 2010 as the record date for the                         
determination of the Stockholders entitled to notice of and                     
to                                                                              
vote at the Annual Meeting. Based the latest available                          
public information, there were approximately 1,320 million                      
shares of common stock outstanding on June 2009. The                            
holders of                                                                      
a majority of such shares, represented in person or by                          
proxy,                                                                          
shall constitute a quorum at the Annual Meeting. A quorum                       
is                                                                              
necessary before business may be transacted at the Annual                       
Meeting except that, even if a quorum is not present, the                       
Stockholders present in person or by proxy shall have the                       
power                                                                           
to adjourn the meeting from time to time until a quorum is                      
present. Each Stockholder entitled to vote shall have the                       
right                                                                           
to one vote for each share of common stock outstanding in                       
such Stockholder's name. Directors are to be elected by a                       
plurality of the votes cast at the Annual Meeting. With                         
respect                                                                         
to any other matter that may properly be brought before the                     
Annual Meeting, the affirmative vote of a majority of the                       
votes                                                                           
cast by Stockholders entitled to vote thereon is required                       
to take                                                                         
action, unless a greater percentage is required either by                       
law or                                                                          
by IBM's certificate of incorporation or by-laws. In                            
determining the number of votes cast with respect to any                        
voting matter, only those cast "for" or "withhold                               
authority"                                                                      
are included.                                                                   

Abstentions will be considered present and entitled to vote                     
at the                                                                          
Annual Meeting but will not be counted as votes cast.                           
Accordingly,                                                                    
abstentions will have no effect on the vote. Similarly,                         
where                                                                           
brokers submit proxies but are prohibited and thus refrain                      
from                                                                            
exercising discretionary authority in voting shares on                          
certain                                                                         
matters for beneficial owners who have not provided voting                      
instructions with respect to such matters (commonly                             
referred to as                                                                  
"broker non-votes"), those shares will be considered                            
present and                                                                     
entitled to vote at the Annual Meeting but will not be                          
counted as                                                                      
votes cast as to such matters and thus will have no effect                      
on the                                                                          
vote. Execution and return of the enclosed Gold Proxy Card                      
will not affect a Stockholder's right to attend the Annual                      
Meeting and vote in person. Any Stockholder that executes                       
and                                                                             
returns a Proxy Card has the right to revoke it by giving                       
notice                                                                          
of revocation to the Secretary of IBM at any time before                        
the Proxy is voted.                                                             

Unless contrary instructions are indicated on the enclosed                      
Gold Proxy Card, all shares of common stock represented by                      
valid Proxies received pursuant to this solicitation (which                     
have not been revoked as described above) will be voted                         

(a) FOR the election of Peter Lindner, and                                      
(b) in favor of the Lindner shareholder proposal to revise                      
the IBM                                                                         
Code of Conduct and                                                             
(c) to vote against a director at the discretion of the                         
Proxy                                                                           
holder(s), on                                                                   
such other business as may properly come before the Annual                      
Meeting,                                                                        
including any adjournment(s) or postponements(s) thereof.                       

IF YOU WISH TO VOTE FOR PETER LINDNER, YOU MUST EXECUTE                       
AND                                                                             
RETURN THE ENCLOSED Gold PROXY CARD AND SHOULD NOT EXECUTE                      
OR                                                                              
RETURN IBM'S PROXY CARD. DO NOT RETURN ANY PROXY                                
CARD OTHER THAN THE Gold PROXY CARD. IF YOU RETURN MORE                         
THAN                                                                            
ONE PROXY CARD THERE IS A RISK THAT YOUR SHARES WILL NOT BE                     
VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST DATED PROXY                        
CARD YOU                                                                        
SUBMIT COUNTS.                                                                  

EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE                      
YOUR VOTE                                                                       
AT                                                                              
ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED                          
PROXY WITH A                                                                    
LATER                                                                           
DATE TO ______________________ AT THE ADDRESS ON THE BACK                       
COVER.                                                                          
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM,                        
BANK OR                                                                         
NOMINEE ON THE RECORD DATE, ONLY IT CAN VOTE YOUR SHARES                        
AND ONLY                                                                        
UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.                                     

PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND                      
GIVE                                                                            
INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE Gold PROXY                      
CARD                                                                            
FOR PETER LINDNER.                                                              
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY                           
IMPORTANT.                                                                      

PLEASE SIGN AND DATE THE ENCLOSED Gold PROXY CARD AND                           
RETURN                                                                          
IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.                              

INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES                          

Under the applicable regulations of the Securities and                          
Exchange                                                                        
Commission, Mr. Lindner is deemed to be a "participant" in                      
our                                                                             
solicitation of proxies. The name, business address and                         
principal occupation of each of Mr. Lindner appears earlier                     
in                                                                              
this Proxy Statement. Except as described in this Proxy                         
Statement, neither the Participant nor any of his                               
respective                                                                      
affiliates or associates (together, the "Participant                            
Affiliates"), (i) directly or indirectly beneficially owns                      
any                                                                             
securities of IBM or of any subsidiary of IBM or                                
(ii) has had any relationship with IBM in any capacity                          
other than as a Stockholder, with the exception of the                          
lawsuit                                                                         
filed in Federal Court mentioned in the Shareholder                             
Proposal.                                                                       
Furthermore, except as described in this Proxy Statement,                       
neither                                                                         
the Participant nor any Participant Affiliate is a party to                     
any                                                                             
transaction or series of transactions since January 1,                          
2006,                                                                           
or has knowledge of any currently proposed transaction or                       
series of transactions, (i) to which IBM or any of its                          
subsidiaries was or is to be a party, (ii) in which the                         
amount                                                                          
involved exceeds $100,000, and (iii) in which the                               
Participant or                                                                  
Participant Affiliate had or will have, a direct or                             
indirect                                                                        
material interest. Except as described in this Proxy                            
Statement,                                                                      
neither the Participant nor any Participant Affiliate has                       
entered                                                                         
into any agreement or understanding with any person                             
respecting                                                                      
any (i) future employment by IBM or its affiliates or                           
(ii) any transactions to which IBM or any of its                                
affiliates will or may be a party. Except as described in                       
this                                                                            
Proxy Statement, there are no contracts, arrangements or                        
understandings by the Participant or Participant Affiliates                     
within the past year with any person with respect to any                        
capital stock of IBM.                                                           

COST AND METHOD OF SOLICITATION                                                 
Mr. Lindner will bear the cost of this solicitation. While                    
no                                                                              
precise estimate of this cost can be made at the present                        
time, we                                                                        
currently estimate that we collectively will spend a total                      
of                                                                              
approximately $5,000 for our solicitation of proxies,                           
including expenditures for attorneys, solicitors and                            
advertising,                                                                    
printing, transportation and related expenses. As of June                       
12,                                                                             
2009, we have incurred proxy solicitation expenses and                          
legal                                                                           
expenses of approximately $8,000 (precise number                                
confidential).                                                                  

We expect to seek reimbursement from IBM for our expenses                       
in connection with this solicitation. In addition to                            
soliciting                                                                      
proxies by mail, proxies may be solicited in person or by                       
telephone, telecopy, e- mail or the Internet. We will also                      
reimburse brokers, fiduciaries, custodians and other                            
nominees, as well as persons holding stock for others who                       
have                                                                            
the right to give voting instructions, for out-of- pocket                       
expenses incurred in forwarding this Proxy Statement and                        
related                                                                         
materials to, and obtaining instructions or authorizations                      
relating to such materials from, beneficial owners of                           
Company                                                                         
capital stock. We will pay for the cost of these                                
solicitations,                                                                  
but these individuals will receive no additional                                
compensation for                                                                
these solicitation services. We have retained the proxy                         
solicitation firm of ADP at customary fees, plus reasonable                     
out-                                                                            
of-pocket expenses, to participate in the solicitation of                       
proxies                                                                         
and revocations, up to $1,000. We also have agreed to                           
indemnify                                                                       
_________________ against certain liabilities and expenses.                     

We estimate that no employees of IBM will be involved                           
in the solicitation of proxies on my behalf, since                              
IBM has successfully filed in Federal Court to stop                             
communication between Mr. Lindner and any employee of                           
IBM, and has further required that there be no oral                             
communication but if there is written communication, it                         
must be                                                                         
censored and passed through IBM's attorney (the firm                            
of Kelley Drye & Warren LLP).                                                   

ADDITIONAL INFORMATION                                                          

Certain information regarding common stock held by IBM's                        
directors, nominees, management and 5% stockholders is                          
contained in                                                                    
IBM's proxy statement and is incorporated herein by                             
reference.                                                                      

Information concerning the date by which proposals of                           
security                                                                        
holders intended to be presented at the next annual meeting                     
of                                                                              
stockholders of IBM must be received by IBM                                     
for inclusion in IBM's proxy statement and form of                              
proxy for that meeting is also contained in IBM's proxy                         
statement and is incorporated herein by reference. We                           
assume no                                                                       
responsibility for the accuracy or completeness of any                          
information contained herein which is based on, or                              
incorporated by                                                                 
reference to, IBM's proxy statement.                                            

PETER LINDNER                                                                   

[June 12, 2009]                                                                 

IMPORTANT                                                                       

PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS                          
CAREFULLY.                                                                      
YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW                      
SHARES OF COMMON STOCK YOU OWN.                                                 
1. If your shares are registered in your own name, please                       
sign,                                                                           
date                                                                            
and mail the enclosed Gold Proxy Card to                                        
_____________________.                                                          
in the postage- paid envelope provided today.                                   

2. If you have previously signed and returned a proxy card                      
to                                                                              
IBM., you have every right to change your vote.                                 
Only your latest dated card will count. You may revoke any                      
proxy                                                                           
card already sent to IBM Inc. by signing, dating                                
and mailing the enclosed Gold Proxy Card in the postage-                        
paid envelope provided. Any proxy may be revoked at any                         
time                                                                            
prior to the 2010 Annual Meeting by sending a new proxy                         
card to                                                                         
________________________ or the Secretary of IBM,                               
Inc.,                                                                           
or by voting in person at the 2010                                              
Annual Meeting.                                                                 

3.                                                                              
If your shares are held in the name of a brokerage firm,                        
bank                                                                            
nominee or Other institution, only it can sign a Gold Proxy                     
Card with respect to your shares and only after receiving                       
your                                                                            
specific instructions. Accordingly, please sign, date and                       
mail                                                                            
the enclosed Gold Proxy Card in the postage- paid envelope                      
provided, and to ensure that your shares are voted, you                         
should                                                                          
also contact the person responsible for your account and                        
give                                                                            
instructions for a Gold Proxy Card to be issued                                 
representing your shares.                                                       

4. After signing the enclosed Gold Proxy Card do not sign                       
or                                                                              
return IBM's proxy card unless you intend to change your                        
vote, because only your latest dated proxy card will be                         
counted.                                                                        

If you have any questions about giving your proxy or                            
require                                                                         
assistance,                                                                     
please call Mr. Lindner at                                                      

____________________________                                                    
1-212-979-9647                                                                  

Moreover, the website mentioned above:                                          
www.IBMTruth.com                                                                
will have additional documents, evidence, transcripts, etc,                     
subject                                                                         
only to what IBM can get the Court to disallow, as IBM has                      
tried                                                                           
in the past (and succeeded in April 2007) to stop me from                       
speaking                                                                        
at the Shareholder Meeting, and has tried again this year                       
to stop                                                                         
me (details upon request).                                                      

IN OPPOSITION TO THE BOARD OF DIRECTORS OF                                      
IBM COMPANY                                                                     
PROXY FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS                               
THIS PROXY IS SOLICITED ON BEHALF OF PETER LINDNER                              

The undersigned hereby appoints Peter Lindner as proxy for                      
the                                                                             
undersigned with full power of substitution, to vote all                        
shares of                                                                       
beneficial interest of IBM, Inc. (the "Company")                                
which the undersigned is entitled to vote at IBM's                              
2010 Annual Meeting of Stockholders, and any postponements                      
or                                                                              
adjournments thereof, hereby revoking all prior proxies, on                     
the matters set forth below as follows:                                         

PETER LINDNER RECOMMENDS A VOTE FOR SHAREHOLDER ETHICS                        
PROPOSAL                                                                        
5.                                                                              
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE                          
MANNER                                                                          
DIRECTED. IF A CHOICE IS NOT SPECIFIED, THE PROXY WILL BE                       
VOTED                                                                           
FOR                                                                             
THE NOMINEE LISTED BELOW.                                                       

[X] Please mark your votes as in this example.                                  
1.                                                                              
Election of Peter Lindner as Director whose term expires in                     
2008:                                                                           

[ ]FOR nominee (except as marked below)                                         
[ ]FOR Shareholder Ethics Proposal (except as marked below)                     
* WITHHOLD AUTHORITY for all nominees                                           
* FOR AUTHORITY for CERTAIN nominees                                            

(INSTRUCTION: To withhold authority to vote for one or more                     
nominees, mark                                                                  
FOR                                                                             
above and print the name(s) of the person(s) with respect                       
to whom                                                                         
you wish to withhold authority OR for other nominees in the                     
space provided below.)                                                          

________________________________________________________                        

_______________________________________________________                         

2.                                                                              
To act upon any other matters that may properly come before                     
the                                                                             
meeting.                                                                        

PLEASE MARK YOUR VOTES (ON REVERSE SIDE), SIGN, DATE AND                      
RETURN                                                                          
THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID                         
ENVELOPE.                                                                       

Please sign exactly as your name appears on this Proxy.                       
When                                                                            
shares are held by joint tenants, both should sign. When                        
signing                                                                         
as attorney, executor, administrator, trustee or guardian,                      
please give your full title. If a corporation, please sign                      
in                                                                              
full corporate name by President or other authorized                            
officer.                                                                        
If a partnership, please sign in partnership name by the                        
authorized person.                                                              

Date: April ________, 2010                                                      

______________________________                                                  

Signature of Stockholder                                                        

_______________________________                                                 

Signature of Stockholder                                                        

Dates Referenced Herein and Documents Incorporated By                           
Reference                                                                       
This PREC14A Filing                                                             

Date                                                                            

Other Filings                                                                   

15                                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PREC14A’ Filing		Date		Other Filings
		4/10/10
		3/27/10
Filed as of:		6/17/09
Filed on:		6/16/09		4
		6/12/09
		6/5/09
		1/1/06		3
				List all Filings