8-K

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 (Date of earliest event

reported): October 11, 2023

ABBVIE

INC.

(Exact name of registrant as specified in its charter)

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:

(847) 932-7900

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

On October 11, 2023, AbbVie Inc. (“AbbVie”) expanded the size of its Board of Directors (the “Board”) from eleven directors to thirteen directors and appointed Jennifer Davis as a Class II director and Susan Quaggin as a Class III director. Ms. Davis currently serves as Chief Executive Officer, Health Care at Procter & Gamble. Dr. Quaggin currently serves as the Irving S. Cutter Professor and Chair of Medicine at Northwestern University Feinberg School of Medicine.

Ms. Davis has been appointed to the Nominations and Governance Committee, and Dr. Quaggin has been appointed to the Public Policy and Sustainability Committee.

The Board affirmatively determined that each of Ms. Davis and Dr. Quaggin is an “independent director” under the standards set forth in section 303A.02 of the New York Stock Exchange Listed Company Manual and AbbVie’s governance guidelines and director independence guidelines.

Ms. Davis and Dr. Quaggin will be entitled to compensation as independent directors as disclosed in Exhibit 10.6 to AbbVie’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

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.