AbbVie Inc PRE 14A, filed Mar 9, 2026

Market Capitalization

Quarterly Dividend

Total Stockholder Return

10-year increase, adding significant stockholder value

raised to $1.73 per share from $0.57 per share over the last decade

over the last decade

The measures set forth in this table were calculated as of 12/31/2025 versus 12/31/2015. The quarterly dividend increase is calculated on a declared basis.

AbbVie Inc. (ABBV)

PRE 14A 2026-03-09 For: 2026-03-09

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Added on October 18, 2026

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AbbVie Inc.
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Your vote is important. Please vote promptly using one of the methods mentioned below: Internet Visit www.proxyvote.com to vote online. Mail Sign and return your proxy card in the enclosed envelope if you received a printed version of the proxy card. Telephone Call toll-free 1-800-690-6903 in the U.S. and Canada. At the virtual meeting To be admitted to the virtual meeting, you must enter the control number found on your proxy card, voting instructions form, or notice you received.	The Annual Meeting of Stockholders of AbbVie Inc. (the “Annual Meeting”) will be held on Friday, May 8, 2026 at 9:00 a.m. CT. This year’s Annual Meeting will be a virtual meeting of stockholders.

		DATE AND TIME: Friday, May 8, 2026 9:00 a.m. CT	WHERE: Via live webcast online at www.virtualshareholdermeeting.com/ABBV2026.		ADMISSION: Stockholders of record at the close of business on March 9, 2026 are entitled to notice of and to vote at the annual meeting.
		Thank you for your continued support of and interest in the company.
				By Order of the Board of Directors,

				Perry C. Siatis
						Secretary March __, 2026


PROXY SUMMARY	1
About the Meeting	1
Who We Are	2
Our Business Performance	3
Our Governance Highlights	5
Our Approach to ESG	7
Executive Compensation Highlights	9

INFORMATION CONCERNING DIRECTOR NOMINEES	10


THE BOARD OF DIRECTORS AND ITS COMMITTEES	18


COMMUNICATING WITH THE BOARD OF DIRECTORS	25


DIRECTOR COMPENSATION	26


SECURITIES OWNERSHIP	29


EXECUTIVE COMPENSATION	31
Compensation Discussion and Analysis	31
Compensation Committee Report	48
Compensation Risk Assessment	48
Summary Compensation Table	50
2025 Grants of Plan-Based Awards	53
2025 Outstanding Equity Awards at Fiscal Year End	55
2025 Option Exercises and Stock Vested	58
Potential Payments upon Termination or Change in Control	67


RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	70


AUDIT INFORMATION	71
Audit Fees and Non-Audit Fees	71
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm	71
Audit Committee Report	72


SAY ON PAY—ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION	73


MANAGEMENT PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING	74


STOCKHOLDER PROPOSAL	76
Stockholder Proposal on Independent Board Chair	76


ADDITIONAL INFORMATION	79


INFORMATION ABOUT THE ANNUAL MEETING	83
Who Can Vote	83
Notice and Access	83
Voting by Proxy	83
Revoking a Proxy	83
Discretionary Voting Authority	83
Quorum	84
Votes Required for Each Item	84
Inspectors of Election	84
Cost of Soliciting Proxies	85
AbbVie Savings Plan	85

This proxy statement and the accompanying proxy are being made available to stockholders on or about March __, 2026. The accompanying proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting of Stockholders. This summary highlights selected information in the proxy statement. Please review the entire proxy statement and the AbbVie 2025 Annual Report before voting. The voting items expected to be proposed at the meeting are listed below along with the Board’s voting recommendations.	2026 Annual Meeting of Stockholders Information
		Date and Time: Friday, May 8, 2026 at 9:00 a.m. CT
		Place: Via live webcast online at www.virtualshareholdermeeting.com/ABBV2026
		Record Date: March 9, 2026


Proposal 1: Election of Directors				FOR Each Nominee
Jennifer L. Davis	Melody B. Meyer	Robert A. Michael	Frederick H. Waddell
Each of the nominees has the skills and experience necessary to fulfill their oversight role with respect to AbbVie’s business and culture. See the Information Concerning Director Nominees section for more information about the qualifications of our directors.

Proposal 2: Ratification of Independent Auditor				FOR
Ernst & Young LLP has served as our independent auditor since 2013. The Board and the audit committee believe it is in the best interests of the company and its stockholders to retain Ernst & Young LLP as the company’s independent auditor. See the Ratification of Ernst & Young LLP as AbbVie’s Independent Registered Public Accounting Firm section for more information.

Proposal 3: Say on Pay – Advisory Vote on Executive Compensation				FOR
AbbVie’s compensation program aligns executive interests with the drivers of long-term, sustainable growth. Our program balances short- and long-term strategic objectives and directly links compensation to stockholder value. See the Say on Pay – Advisory Vote on the Approval of Executive Compensation section for more information.

Proposal 4: Management Proposal to Eliminate Supermajority Voting				FOR
AbbVie is again seeking stockholder approval to eliminate supermajority voting thresholds in our charter and by-laws. See the Management Proposal to Eliminate Supermajority Voting section for more information.

Stockholder Proposal

Proposal 5: Stockholder Proposal on Independent Board Chair				AGAINST

~ 57,000 employees worldwide	In more than 70 countries, AbbVie employees are working every day to advance health solutions for people around the world.
~ 57,000 employees worldwide		AbbVie is a global, diversified research-based biopharmaceutical company with a mission to discover and deliver innovative medicines and solutions that solve serious health issues today and address the medical challenges of tomorrow. AbbVie is positioned for success with a comprehensive product portfolio that has leadership positions across immunology, neuroscience, oncology, and aesthetics. Our products help patients and customers in more than 180 countries and territories around the world. Since our inception, we’ve invested over $85 billion to research, develop, and discover new medicines and solutions. Our approximately 57,000 employees are driven by our compassion for people, commitment to innovation and inclusion, service to the community and uncompromising integrity. We constantly strive to do the right thing, pursuing the highest standards in quality, compliance, safety, and performance. AbbVie employees are united in the same mission — to make a remarkable impact for our patients, communities, and people. We are committed to making a real difference in people’s lives and creating a positive impact on the world for generations to come.


Launched in 2013


Millions of patient lives touched
Millions of patient lives touched


AbbVie’s Principles are foundational:

Transforming Lives We inspire hope and transform lives every day. We make decisions based on our deep caring and compassion for people, delivering a lasting impact to our patients, their families, our employees and the community.	Acting with Integrity We strive to always do the right thing. With uncompromising integrity at the heart of everything we do, we pursue the highest standards in quality, compliance, safety and performance.	Driving Innovation We innovate relentlessly in everything we do to tackle unmet needs. We invest in the discovery and development of new medicines and healthcare approaches for a healthier world.	Embracing Diversity & Inclusion We treat everyone equally, with dignity and respect. Around the world, our employees embrace diverse backgrounds and perspectives, which allows us all to achieve our best.	Serving the Community We are proud to serve and support the community and do our part to protect the environment. We make a remarkable impact that's felt within healthcare and beyond.


Total Net Revenues	Growth Platform Net Revenues	Operating Cash Flow
$61.2BN	$56.6BN	$19.0BN
+8.5% operational growth compared to 2024*	+19.6% compared to 2024**	in 2025


Blockbuster Products	Adjusted R&D Investment	Development Pipeline
12	$13.8BN	~90
assets with 2025 net revenues > $1.0BN	a substantial increase compared to 2024*	active clinical and device programs***


	Topic:	Actions taken by our Board:
	Stockholder Voting Rights	approved a management proposal to eliminate supermajority voting (Item 4) to seek stockholder approval to amend the company’s Amended and Restated Certificate of Incorporation to provide for a simple majority of shares outstanding for all provisions previously subject to a supermajority provision and previously submitted the same proposal from 2018 to 2025 as well as a declassification management proposal from 2016 to 2018
	CEO and Chairman Transition	appointed Robert Michael as AbbVie’s CEO in July 2024 and as the Board’s Chairman in July 2025, succeeding Richard Gonzalez provided disclosure on the CEO and Board succession planning processes in the 2024 and 2025 proxy statements and this proxy statement
	Board Refreshment	appointed Roxanne Austin as the new Lead Independent Director in 2024, AbbVie’s first new Lead Independent Director since its inception in 2013 added four new directors between 2023 and 2025, including three independent directors appointed all new committee chairs in 2024 amended our governance guidelines in 2023 to add specific limits on the number of other directorships a director may hold
	Board Skills Disclosures	updated our director biographies in 2023 to include additional skills of interest to our stockholders, such as cybersecurity experience shared our Board skills matrix beginning in 2016 and updated the matrix with additional skills in 2024
	ESG Disclosures	became a participating member in the UN Global Compact in 2024 increased our disclosures on Board risk oversight in 2023 enhanced our website disclosures on political contributions and lobbying in 2022-2024 issued a TCFD aligned report, starting in 2022 and SASB aligned reporting in our ESG Action Report, starting in 2021


Additional highlights of our governance practices include:

Director independence ✓ Twelve of AbbVie’s thirteen directors are independent and regularly meet in executive session ✓ Since our inception, we have had a Lead Independent Director with robust responsibilities ✓ All members of our audit, compensation, nominations and governance, and public policy and sustainability committees are independent	Stockholder rights ✓ Adopted a proxy access By-Law provision for 3%/3 years ✓ We do not have a stockholder rights plan or “poison pill” ✓ Our directors are elected by a majority vote of our stockholders for uncontested elections, and we have a resignation policy if the director fails to receive a majority of the votes cast	Board and executive accountability ✓ Annual executive succession planning ✓ Minimum stock ownership guidelines are in place for the CEO and other NEOs ✓ We have a related person transaction policy to ensure appropriate oversight ✓ We hold an annual say-on-pay advisory vote on executive compensation


Board composition and effectiveness ✓ Our governance guidelines restrict the number of boards our directors may serve on to prevent overboarding ✓ Annual board and committee self-assessments and regular board succession planning, including an assessment of current director skillset, upcoming potential retirements, and optimal board size ✓ As part of its comprehensive assessment of potential director nominees, the board considers how a specific nominee would contribute to the board’s overall diversity	Clawback and anti-hedging and anti-pledging policies ✓ Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the AbbVie Code of Business Conduct ✓ Directors and executive officers are prohibited from buying or selling any financial instruments designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold ✓ Directors and executive officers are prohibited from pledging AbbVie stock as collateral for a loan	Other ESG practices ✓ ESG goals are incorporated into our executive compensation programs for all executives ✓ We are guided by strong ethics programs and supplier guidelines ✓ We disclose our corporate political contributions, our trade association memberships, and oversight process on our website and expanded these disclosures in 2022, 2023, and 2024


1	Align executive interests with the drivers of stockholder returns and profitable growth		2	Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives		3	Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value


Element	Type	Primary Objective	Key Characteristics

Base Salary	Fixed	Attract & retain top talent	Individual salaries are established relative to market median based on each NEO’s individual performance, skills, experience, and internal equity, as well as the company’s annual operating budget

Short-Term Incentives	At-Risk	Encourage achievement of company’s primary business goals	Plan utilizes non-GAAP financial goals as well as an assessment of individual performance against strategic objectives: — Platform revenue — Income before taxes — Operating margin — Return on assets — Strategic and leadership goals

Long-Term Incentives	At-Risk	Align NEO interests with stockholders	Long-term incentive annual awards are granted in the form of: — Performance shares and performance-vested restricted stock units (80% of NEO’s LTI award) — Non-qualified stock options (20% of NEO’s LTI award)


PROXY SUMMARY


	PROXY SUMMARY


PROXY SUMMARY


1-Year	3-Year	5-Year	10-Year
+33%	+58%	+159%	+485%

	2013 72 : Nominations & Governance and Public Policy and Sustainability Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine
	Jennifer L. Davis Director Since: 2023 Age: 54 Committees: Nominations & Governance Primary Occupation: Chief Executive Officer, Health Care, Procter & Gamble

Business Experience: Ms. Davis currently serves as Chief Executive Officer, Health Care at Procter & Gamble (P&G), a position she has held since 2022. Ms. Davis previously served at P&G as President, Feminine Care (2019 - 2022), President, Global Feminine Care (2018 - 2019), and Vice President - Feminine Care, North America and Brand Franchise Leader, Tampax (2016 - 2018), in addition to various commercial roles with increasing responsibility in her 30+ year career at P&G. Ms. Davis plans to retire from P&G in June 2026.

Key Contributions to the Board:
· As a result of her extensive tenure at P&G, Ms. Davis brings to the Board marketing and other commercial strategy and execution experience, as well as corporate strategy and leadership, consumer behavior, and business development expertise. She also has substantial experience overseeing P&G’s health care research and development, manufacturing, quality, and supply, and regulatory compliance.

	2017 67 Audit and Public Policy & Sustainability (Chair) Retired President, Chevron Asia Pacific Exploration and Production
	Melody B. Meyer Director Since: 2017 Age: 68 Committees: Audit and Public Policy & Sustainability (Chair) Primary Occupation: Retired President, Chevron Asia Pacific Exploration and Production
Business Experience: Ms. Meyer served as President of Chevron Asia Pacific Exploration and Production Company from March 2011 to April 2016. She previously served as President of Chevron Energy Technology Company from 2008 to 2011. Ms. Meyer held various leadership roles in global and U.S. locations during her thirty-seven year career at Chevron and retired in 2016. Ms. Meyer is President of Melody Meyer Energy, LLC, a private consulting firm, since June 2016 and Women with Energy LLC since 2025. Ms. Meyer is also a director at bp p.l.c., where her term ends in April 2026. Ms. Meyer previously served as a director of NOV, Inc. from 2017 to 2023.

Key Contributions to the Board:
· As a result of her tenure at Chevron, Ms. Meyer has acquired operational, management, strategic planning, and financial expertise with extensive global experience and provides an informed perspective to the Board on financial and operational matters faced by a complex international company. She also brings substantial experience related to long-term capital projects and environmental, health, safety, and sustainability matters. Her experience spans multiple jurisdictions, including developing markets in Asia and Africa. Ms. Meyer has long been active in promoting the advancement of women in energy and life sciences and provides the Board with strong human capital management oversight experience.

	2013 72 Audit (Chair) and Compensation Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company
	Robert A. Michael Director Since: 2024 Age: 55 Primary Occupation: Chairman of the Board and Chief Executive Officer, AbbVie Inc.

Business Experience: Mr. Michael is AbbVie’s Chairman and Chief Executive Officer, a position he has held since July 2025. Mr. Michael previously served as Chief Executive Officer starting in 2024 and President and Chief Operating Officer from July 2023 to June 2024, where he was responsible for global commercial operations, finance, corporate human resources, global operations, business development and corporate strategy for the company. He previously served as Vice Chairman and President from June 2022 to July 2023, as Vice Chairman, Finance and Commercial Operations and Chief Financial Officer from June 2021 to June 2022, as Executive Vice President, Chief Financial Officer from 2019 to 2021, and as Senior Vice President, Chief Financial Officer from 2018 to 2019. Mr. Michael first joined Abbott in 1993 and held numerous leadership positions across several different business units before joining AbbVie in 2013.

Key Contributions to the Board:
· As a result of his numerous leadership roles across a more than 30-year career at Abbott and AbbVie, Mr. Michael has developed valuable business, strategic, leadership, and financial experience, as well as extensive knowledge of AbbVie and its complex global operations. Mr. Michael’s experience and knowledge enable him to contribute to AbbVie’s Board key insights into strategic, operations, business development, management, and financial matters.

	Frederick H. Waddell Director Since: 2013 Age: 72 Committees: Audit (Chair) and Compensation Primary Occupation: Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company

Business Experience: Mr. Waddell served as Chairman of the Board of Northern Trust Corporation and The Northern Trust Company from November 2009 until his retirement in January 2019. He previously served as Chief Executive Officer from 2008 through 2017, as President from 2006 to 2011 and again from October to December 2016, and Chief Operating Officer from 2006 to 2008. Mr. Waddell is also a director of International Business Machines Corporation.

Key Contributions to the Board:
· As former Chairman and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company, Mr. Waddell contributes broad financial services experience with a strong record of leadership in a highly regulated industry. Having begun his role as CEO at Northern Trust during the 2008 recession, Mr. Waddell has substantial experience overseeing a company’s strategic priorities during changing economic conditions. Through his role as a director at IBM since 2017, Mr. Waddell has garnered significant information technology and security experience.

	2013 63 Compensation President, Austin Investment Advisors
	Roxanne S. Austin Director Since: 2013 Age: 65 Committees: Audit, Compensation, Nominations & Governance, and Public Policy & Sustainability Primary Occupation: President, Austin Investment Advisors Lead Independent Director

Business Experience: Ms. Austin is President of Austin Investment Advisors, a private investment and consulting firm. She chaired the U.S. Mid-market Investment Advisory Committee of EQT Partners from 2017 to 2023. Previously, Ms. Austin also served as the President and Chief Executive Officer of Move Networks, Inc., a provider of Internet television services. Ms. Austin served as President and Chief Operating Officer of DIRECTV, Inc. Ms. Austin also served as Executive Vice President and Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. Ms. Austin is also a director of Crowdstrike, Inc., Freshworks, Inc., and Verizon Communications Inc. Ms. Austin previously served as a director of Abbott Laboratories from 2000 to 2022, Teledyne Technologies, Inc. from 2006 to 2021, Target Corporation from 2002 to 2020, and Telefonaktiebolaget LM Ericsson from 2008 to 2016.

Key Contributions to the Board:
· As a result of her extensive management and operating roles, Ms. Austin contributes significant oversight and leadership experience to the Board, including knowledge of global business strategy in health care and other industries, corporate governance, financial statements, and capital allocation strategy. Ms. Austin also provides substantial cybersecurity and other information technology expertise, as a result of her role as a director at Crowdstrike, Inc., a cybersecurity technology company, and other publicly traded companies. · Her leadership roles at both public and private companies also enhance her independent oversight role as AbbVie’s Lead Independent Director, including effectively leading key board processes such as self-evaluations and succession planning.

	2013 70 Chairman of the Board and Chief Executive Officer, AbbVie Inc.
	Thomas J. Falk Director Since: 2025 Age: 67 Committees: Audit Primary Occupation: Retired Chairman and Chief Executive Officer, Kimberly-Clark Corporation

Business Experience: Having served 36 years at Kimberly-Clark Corporation, Mr. Falk served as Executive Chairman from January 2019 until his retirement in December 2019. He previously served as Chairman of the Board and Chief Executive Officer from 2003 until December 2018, as Chief Executive Officer from 2002 to 2003, and as President and Chief Operating Officer from 1999 to 2002. Mr. Falk is also a director on the boards of Lockheed Martin and the Bipartisan Policy Center, the Baker Institute, and as a National Governor of the Boys and Girls Clubs of America.

Key Contributions to the Board:
· During his tenure as Chairman of the Board and Chief Executive Officer of Kimberly-Clark Corporation, Mr. Falk acquired extensive management experience overseeing a complex multinational business, including strategic, management, financial, and operational expertise. In addition, as a result of his current role as Lead Independent Director at Lockheed Martin, Mr. Falk has garnered significant independent board oversight experience, including related to key board processes such as succession planning and capital allocation oversight. This combined expertise allows him to exercise effective independent oversight of AbbVie’s business.

	2018 70 : Nominations & Governance and Public Policy and Sustainability Retired President of Chevron Pipe Line Company
	Susan E. Quaggin, M.D. Director Since: 2023 Age: 62 Committees: Public Policy & Sustainability Primary Occupation: Irving S. Cutter Professor and Chair of Medicine, Northwestern University Feinberg School of Medicine

Business Experience: Dr. Quaggin is currently the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, where she has served as the Chair of the Department of Medicine since 2023 and Director of the Feinberg Cardiovascular and Renal Research Institute since 2013. Dr. Quaggin serves as a council member of the Association of American Physicians and previously served as President of the American Society of Nephrology in 2021 and 2022.

Key Contributions to the Board:
· Through her position as the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, as well as her other leadership roles, Dr. Quaggin has acquired extensive medical and scientific expertise and deep knowledge of the health care environment. This expertise allows her to contribute valuable insights on AbbVie’s key research and development initiatives, among other matters.

	2018 71 Nominations & Governance and Public Policy & Sustainability Retired President of Chevron Pipe Line Company
	Rebecca B. Roberts Director Since: 2018 Age: 73 Committees: Nominations & Governance and Public Policy & Sustainability Primary Occupation: Retired President of Chevron Pipe Line Company

Business Experience: Ms. Roberts served as President of Chevron Pipe Line Company from 2006 until her retirement in 2011. She previously served as the President of Chevron Global Power Generation from 2003 to 2006, in addition to various technical and management positions during her thirty-six year career with Chevron. Ms. Roberts began her career as a chemist and research scientist. Ms. Roberts previously served as a director of Enbridge, Inc. from 2015 to 2018, Black Hills Corporation from 2011 to 2025, and MSA Safety Incorporated from 2013 to 2025.

Key Contributions to the Board:
· Ms. Roberts brings management, business development, operational, environmental and safety, marketing, and strategy development expertise with a scientific background and extensive global experience at Chevron. · She provides an informed perspective to the Board on regulatory and operational matters faced by a complex international company. She also has broad experience across a range of geographies, including Asia, Europe, and Central America.

	William H.L. Burnside Director Since: 2013 Age: 74 Committees: Audit and Public Policy & Sustainability Primary Occupation: Retired Senior Vice President and Director at The Boston Consulting Group

Business Experience: Mr. Burnside is a retired Senior Vice President and director at The Boston Consulting Group (BCG). Prior to becoming managing partner of BCG’s Los Angeles office in 1987, he worked in BCG’s London and Chicago offices, servicing clients in telecommunications, media, defense, financial services, and manufacturing. He most recently served as an advisor for BCG from 2011 to 2023.

Key Contributions to the Board:
● Through his experience with The Boston Consulting Group, Mr. Burnside contributes knowledge and understanding of corporate finance and capital markets matters to the Board, as well as global and domestic strategic advisory experience across a broad base of industries. He provides an informed perspective to the Board on financial forecasting and planning, mergers and acquisitions, human capital management, marketing, and risk planning.

	2016 50 Executive Vice President and Chief Administrative Officer, United Airlines Holdings, Inc.
	Thomas C. Freyman Director Since: 2020 Age: 71 Committees: Compensation and Nominations & Governance (Chair) Primary Occupation: Retired Executive Vice President, Finance and Administration, Abbott Laboratories

Business Experience: Mr. Freyman served as a director at Allergan from 2018 to 2020, when AbbVie acquired Allergan plc. Mr. Freyman previously served as Executive Vice President, Finance and Administration at Abbott Laboratories from 2015 until his retirement in 2017. He previously served at Abbott as Chief Financial Officer and Executive Vice President, Finance and was first appointed Chief Financial Officer and Senior Vice President, Finance in 2001. Mr. Freyman previously served as a director of Tenneco Inc. from 2013 to 2022 and Hanger, Inc. from 2017 to 2022.

Key Contributions to the Board:
· Mr. Freyman’s extensive experience as a leader in the health care industry, knowledge of the Allergan businesses, and expertise in complex accounting and financial issues provides the Board with significant global industry experience, continuity in oversight of the Allergan businesses, and finance and risk expertise, including related to financial planning. As a result of his previous role as a director at Tenneco Inc., a global automotive products manufacturer, Mr. Freyman also has extensive manufacturing and environmental, health, and safety oversight experience.

	Brett J. Hart Director Since: 2016 Age: 57 Committees: Compensation (Chair) and Nominations & Governance Primary Occupation: President, United Airlines Holdings, Inc.

Business Experience: Mr. Hart is the President of United Airlines Holdings, Inc. (UAL) and United Airlines, Inc. He served as Executive Vice President and Chief Administrative Officer between March 2019 and May 2020, Executive Vice President, Chief Administrative Officer and General Counsel between May 2017 and March 2019, and as Executive Vice President and General Counsel between February 2012 and May 2017. Mr. Hart also served as acting Chief Executive Officer of UAL and United Airlines, Inc. from October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United and Continental. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation.

Key Contributions to the Board:
· In his role leading United Airlines Holdings, Inc.’s operations, including safety, government affairs, regulatory, legal, and environmental sustainability teams, among other functions, Mr. Hart has a broad set of skills critical to oversight of a complex international business in a highly regulated industry like AbbVie. These skills include operational and strategic acumen with expertise in risk management, ESG, climate change, legal strategic matters, government and regulatory affairs, corporate governance, and compliance.

	Edward J. Rapp Director Since: 2013 Age: 68 Committees: Audit and Nominations & Governance Primary Occupation: Retired Group President for Resource Industries of Caterpillar Inc.

Business Experience: Mr. Rapp served as the Caterpillar Inc. Group President for resource industries from 2014 until his retirement in mid-2016. He previously served at Caterpillar as Group President based in Singapore in 2013 and 2014 and as the Chief Financial Officer from 2010 to 2013, and he was named a Group President in 2007. He also serves as a director of Xos, Inc. He is currently a member of the University of Missouri College of Business Advisory Board. Mr. Rapp previously served as a director of FM Global.

Key Contributions to the Board:
· As a result of his tenure as Group President and Chief Financial Officer at Caterpillar Inc., Mr. Rapp has acquired management, operational, and financial expertise with extensive global experience and provides the Board with an informed perspective on financial and operational matters faced by a complex international company. · Mr. Rapp brings experience with business operations in numerous geographies, including Asia, Africa, and Europe, which provides a strong international perspective for AbbVie’s business across more than 180 countries and territories. As a result of his role on the board of Xos, Inc., a manufacturer of zero-emission commercial vehicles, Mr. Rapp has gained substantial experience in climate change and emissions oversight.


	Health Care Industry	Relevant to an industry understanding and review of our business and strategy for continued innovation.
	Leadership	For a board that can successfully advise and oversee the company’s business performance and represent stockholders’ interests.
	Global Business and Strategy	For oversight of a complex global organization like AbbVie to successfully advise and oversee the strategic development and direction of the company.
	Science/Research & Development	For an understanding of AbbVie’s scientific and research and development initiatives.
	Corporate Governance and Public Company Board	Ensuring directors have the background and knowledge to perform oversight and governance roles.
	Finance or Accounting	Enabling our directors to analyze our financial statements, oversee our capital structure, and consider financial transactions.
	Government Relations and Regulatory	For an understanding of the complex regulatory and governmental environment in which our business operates.
	Marketing/Sales	Experience in commercialization, marketing, and brand development, including through digital channels.


AbbVie is committed to maintaining a Board of Directors with the skill sets, experience, and leadership necessary to provide effective oversight of AbbVie’s business. AbbVie serves patients in more than 180 countries and territories across many different diseases. As discussed in our governance guidelines, offering and representing diverse perspectives is an integral part of effective board oversight.	38% female Board members	15% ethnically or racially diverse Board members
These perspectives can result from diverse backgrounds, including varied professional skills, education, geography, or life experiences. As part of its comprehensive assessment of potential director nominees, the Board considers how a specific nominee would contribute to the board’s overall diversity.


											Change in
											Pension Value
											and
											Nonqualified
		Fees			Restricted						Deferred
		Earned or			Stock Unit			Option			Compensation			All Other
		Paid in Cash			Awards			Awards			Earnings			Compensation			Total
Name		($)(1)			($)(2)			($)(3)			($)(4)			($)(5)			($)
R. Alpern			122,917			224,961			0			125,616			25,000			498,494
R. Austin			182,917			224,961			0			0			25,000			432,878
W. Burnside			132,917			224,961			0			0			25,000			382,878
J. Davis			122,917			224,961			0			0			25,000			372,878
T. Falk⁽⁶⁾			78,750			224,961			0			0			25,000			328,711
T. Freyman			147,917			224,961			0			0			25,000			397,878
B. Hart			147,917			224,961			0			0			25,000			397,878
M. Meyer			157,917			224,961			0			0			25,000			407,878
S. Quaggin			122,917			224,961			0			3,970			7,663			359,511
E. Rapp			132,917			224,961			0			0			25,560			383,438
R. Roberts			122,917			224,961			0			0			25,000			372,878
G. Tilton⁽⁷⁾			65,417			224,961			0			0			26,996			317,374
F. Waddell			152,917			224,961			0			0			25,000			402,878
R. Gonzalez			0			10,365,982			2,499,343			1,721,855			2,484,243			17,071,423


				Stock Options
		Shares		Exercisable
		Beneficially		within 60 days
Name		Owned^(1)(2)(3)		of March 6, 2026
R. Michael		178,737		395,588
R. Alpern		35,646		0
R. Austin		38,458		0
W. Burnside		26,958		0
J. Davis		2,525		0
T. Falk		4,203		0
T. Freyman		134,633		0
B. Hart		19,472		0
M. Meyer		16,498		0
S. Quaggin		2,525		0
E. Rapp		44,846		0
R. Roberts		13,728		0
F. Waddell		28,958		0
S. Reents		38,777		150,720
A. Saleki-Gerhardt		204,373		307,041
J. Stewart		84,509		218,315
R. Thakkar		55,374		58,453
All directors and executive officers as a group⁽⁴⁾		1,020,380		1,339,372


Name and Address of Beneficial Owner		Shares Beneficially Owned	Percent of Class*
The Vanguard Group	(1)	177,266,703	10.01%
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.	(2)	143,180,060	8.08%
50 Hudson Yards
New York, NY 10001


EXECUTIVE SUMMARY	32		COMPENSATION PLAN ELEMENTS	39
Compensation Philosophy	32		Base Salary	39
Business Performance Highlights	33		Short-Term Incentives and 2025 Results	39
Stockholder Engagement	35		Long-Term Incentives and 2025 Results	43
Compensation Program Governance Summary	36		Benefits	45
Components of our Executive Compensation Program	37		Employment Agreements	46
			Change in Control Agreements	46
			Excise Tax Gross-Ups	47


EXECUTIVE COMPENSATION PROCESS	37		OTHER MATTERS	47
Commitment to Performance-Based Awards	37		Stock Ownership Guidelines	47
Committee Process for Setting Total Compensation	38		Clawback Policy	47
Compensation Benchmarking	38		Anti-Hedging and Anti-Pledging Policies	47
Role of the Compensation Consultant	38		Insider Trading Policy	48
Compensation Risk Oversight	39


WHAT WE DO			WHAT WE DO NOT DO


✓ We balance short- and long-term strategic objectives and directly link compensation to stockholder value. ✓ We tie more than three-fourths of our NEO compensation to performance. ✓ We are committed to pay equity and we regularly review pay to ensure our pay is fair and equitable. ✓ We have broad discretion to clawback incentive awards in the event of a material breach of the AbbVie Code of Business Conduct, as well as a robust mandatory clawback policy covering excess compensation in the event of a restatement. ✓ We engage annually with a large portion of our stockholders to gather feedback on our policies and practices. ✓ We have robust stock ownership guidelines and prohibit the selling of shares unless ownership guidelines have been met.			X We do not have employment agreements with any of our NEOs. X We do not provide tax gross-ups on NEO compensation or excise tax gross-ups on severance or other payments in connection with a change in control. X NEOs are prohibited from entering or engaging in the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold. X We do not include pay design features that may have the potential to encourage excessive risk-taking. X We do not pay dividends on unearned performance awards. X We do not have single trigger change in control equity vesting or other benefits.


At our 2025 Annual Meeting, the say on pay proposal received support from 93.1% of our stockholders. The Board and compensation committee are encouraged by the continued, consistent stockholder support for our executive compensation program.			93.1% Say on Pay Results