8-K
AbbVie Inc. (ABBV)
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| Common<br>Stock, par value $0.01 per share | ABBV |
|---|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2020
ABBVIE
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35565 | 32-0375147 |
|---|---|---|
| (State or other Jurisdiction<br> of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
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:
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ¨
Securities registered pursuant to Section 12(b) ofthe Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on <br><br>which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | ABBV | New York Stock Exchange<br><br> <br>Chicago Stock Exchange |
Item 5.07. Submission of Matters to a Vote ofSecurity Holders.
AbbVie Inc. (“AbbVie”) held its Annual Meeting of Stockholders on May 8, 2020. The following is a summary of the matters voted on at that meeting.
| (1) | The stockholders elected AbbVie’s Class II Directors with terms expiring in 2023, as follows: | ||
|---|---|---|---|
| Name | For | Against | Broker Non-Votes |
| --- | --- | --- | --- |
| Robert J. Alpern | 1,020,123,196 | 22,223,090 | 251,100,201 |
| Edward M. Liddy | 1,023,302,016 | 19,044,270 | 251,100,201 |
| Melody B. Meyer | 1,035,823,592 | 6,522,694 | 251,100,201 |
| Frederick H. Waddell | 1,034,247,294 | 8,098,992 | 251,100,201 |
| (2) | The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting<br>firm for 2020, as follows: | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 1,283,070,625 | 8,155,121 | 2,220,741 | |
| (3) | The stockholders approved, on an advisory basis, the compensation of AbbVie’s named executive officers listed in the<br>proxy statement for the 2020 annual meeting, as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 979,032,010 | 58,236,949 | 5,077,327 | 251,100,201 |
| (4) | The stockholders did not approve the management proposal regarding amendment of the certificate of incorporation to eliminate<br>supermajority voting, as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 1,027,560,236 | 11,052,301 | 3,733,749 | 251,100,201 |
| (5) | The stockholders did not approve a stockholder proposal to issue a lobbying report, as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 305,759,857 | 722,755,468 | 13,830,961 | 251,100,201 |
| (6) | The stockholders did not approve a stockholder proposal to adopt a policy to require an independent chair, as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 287,051,093 | 749,233,839 | 6,061,354 | 251,100,201 |
| (7) | The stockholders did not approve a stockholder proposal to issue an annual Compensation Committee report on drug pricing, as<br>follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 249,382,082 | 773,211,511 | 19,752,693 | 251,100,201 |
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.
| ABBVIE<br> INC. | ||
|---|---|---|
| Date: <br> May 12, 2020 | By: | /s/<br> Laura J. Schumacher |
| Laura<br> J. Schumacher | ||
| Vice<br> Chairman, External Affairs, Chief Legal Officer, and Corporate Secretary |