Abbott Laboratories DEF 14A, filed Mar 13, 2026

Abbott Laboratories (ABT)

DEF 14A 2026-03-13 For: 2026-04-24

View Original

Added on June 12, 2026

About this DEF 14A

Abbott Laboratories filed this DEF 14A on March 13, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			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 under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Notice of 202 6 A nnual M eeting of S hareholders			1

Proxy summary			2

Item 1: Election of Directors			9

The B oard of D irectors and its C o mmittees			15
Director independence			15
Director selection			15
Board composition and diversity			15
Leadership structure			16
Board oversight			18
Committees of the Board of Directors			19
Board evaluation process			22
Board meetings and director commitments			22
Shareholder engagement and feedback			23
Communicating with the Board of Directors			23
Corporate governance matters			23
Director compensation			24

Executive compensation			26
Compensation discussion and analysis			26
Shareholder engagement and feedback			27
Abbott’s peer group for pay and company performance benchmarking			28
Basis for compensation decisions			29
Compensation Committee report			52
Compensation risk assessment			53
Summary compensation table			55
2025 Grants of plan based awards			58
2025 Outstanding equity awards at fiscal year end			59
2025 Option exercises and stock vested			62
Pension benefits			62
2025 Non-qualified deferred compensation			66
Potential payments upon termination or change in control			67
CEO pay ratio			69
Pay versus performance			70


Item 2: Ratification of Ernst & Young LLP as auditors			75
Report of the Audit Committee			76

Item 3: Say on pay—An advisory vote on the approval of executive compensation			77

Item 4 : Approval of the Abbott L aboratories 2026 I ncentive S tock P rogram			79

Item 5 : Approval of the Abbott L aboratories 2026 E mployee S tock P urchase P lan for N on-U.S . E mployees			87

Equity compensation plan information			92

Additional i nformation			94
Security ownership of executive officers and directors			94
Information concerning security ownership			95
Delinquent Section 16(a) reports			95
Approval process for related person transactions			95
Other matters			96
Date for receipt of shareholder proposals for the 2027 Annual Meeting proxy statement			96
Procedure for recommendation and nomination of directors and transaction of business at Annual Meeting			96
General			97

Information about the Annual Meeting			98

Exhibit A — Abbott Laboratories 2026 Incentive Stock Program			102

Exhibit B — Abbott Laboratories 2026 Employee Stock Employee Purchase Plan for Non-U.S. Employees			115

Cautionary statement regarding forward-looking statements			122



Items of business		Board voting recommendation

Item 1	Election of the 12 director nominees named in this proxy statement to hold office until the next Annual Meeting or until the next meeting of shareholders at which directors are elected	FOR Each Director Nominee

Item 2	Ratification of the appointment of Ernst & Young LLP as auditors of Abbott for 2026	FOR

Item 3	Approval, on an advisory basis, of executive compensation	FOR

Item 4	Approval of the Abbott Laboratories 2026 Incentive Stock Program	FOR

Item 5	Approval of the Abbott Laboratories 2026 Employee Stock Purchase Plan for Non-U.S. Employees	FOR


1-Year Total Shareholder Return	3-Year Total Shareholder Return	5-Year Total Shareholder Return



			The strength of our compensation program is evident in our ‘say on pay’ voting results. Over the past six years, Abbott averaged 91% support from shareholders.


Lead independent director with distinct responsibilities

•Elected annually by independent directors •Regularly presides over executive sessions of independent directors at Board meetings and provides feedback to management •Facilitates communication with the Board and liaises between Chairman and independent directors •Authority to call meetings of independent directors •Reviews and communicates with the Chairman regarding appropriate agenda topics, and schedule sufficiency			•Leads the Board’s annual evaluation of the Chairman of the Board and Chief Executive Officer •Leads the annual performance review process •Consults with management on corporate governance issues and developments •Confers with the Nominations and Governance Committee and the Chairman of the Board and Chief Executive Officer regarding senior management succession planning •Engages directly with major shareholders as appropriate


						Nita Ahuja, M.D. Director Since 2025 \| Age 59 Dean of the University of Wisconsin School of Medicine and Public Health, Vice Chancellor of Medical Affairs, and Professor in the Department of Surgery



Professional background •Dean of the University of Wisconsin School of Medicine and Public Health, Vice Chancellor of Medical Affairs, Professor in the Department of Surgery, and alternating Chair or Vice Chair of the Board of the University of Wisconsin Hospitals and Clinics Authority since May 2025. •Chair of the Department of Surgery at Yale School of Medicine from 2018 to 2025, Surgeon-in-Chief for Yale New Haven Health System and Board member of Yale New Haven Hospital from 2020 to 2025, Chair of the Yale Medicine Faculty Practice Plan from 2020 to 2024, and Interim Chief of the Yale Cancer Center from 2021 to 2022. •Vice Chair of Academic Affairs, Department of Surgery at the Johns Hopkins University School of Medicine from 2014 to 2018, and Chief, Division of Surgical Oncology at The Johns Hopkins Hospital from 2016 to 2018. •Serves as an elected member of the National Academy of Medicine and on the Board of Directors of the Association of American Medical Colleges, and has served as an elected national representative to the Commission on Cancer for the American College of Surgeons. Key qualifications and expertise Through her extensive leadership experience at leading medical institutions and her expertise as a practicing surgeon, Dr. Ahuja provides the Board with deep understanding of medical science and healthcare delivery, including valuable perspectives on research and development initiatives and strategic priorities, medical technologies, and the evolving healthcare environment.


						Claire Babineaux-Fontenot Director Since 2022 \| Age 61 Chief Executive Officer, Feeding America



Professional background •Chief Executive Officer of Feeding America, a U.S. hunger-relief charitable organization, since October 2018. Ms. Babineaux-Fontenot has announced her retirement after a period of transition in 2026. •Founder of CBF Consulting Group, LLC, a business consulting firm, since 2017. •Executive Vice President and Global Treasurer of Walmart Inc., a multinational retail corporation operating supercenters, discount department stores, and eCommerce websites, from 2014 to 2017. •Senior Vice President and Chief Tax Officer of Walmart, from 2007 to 2014. •Vice President of Audits and Tax Policy of Walmart, from 2004 to 2007. •Serves on the Board of Directors of New York Life Insurance Company. Key qualifications and expertise As the Chief Executive Officer of Feeding America, Ms. Babineaux-Fontenot provides Abbott’s Board with substantial experience in organizational governance, strategic planning, and supply chain and infrastructure management, and through her prior financial leadership roles at Walmart, Ms. Babineaux-Fontenot contributes extensive expertise and knowledge of global risk management and corporate finance and accounting matters for a multinational public company.


						Sally E. Blount, Ph.D. Director Since 2011 \| Age 64 Chief Executive Officer, Catholic Charities of the Archdiocese of Chicago, and Michael L. Nemmers Professor of Strategy and Former Dean of the J.L. Kellogg Graduate School of Management at Northwestern University



Professional background •Chief Executive Officer of Catholic Charities of the Archdiocese of Chicago since 2020. •Michael L. Nemmers Professor of Strategy at the J.L. Kellogg Graduate School of Management at Northwestern University since 2010. •Dean of the J.L. Kellogg Graduate School of Management at Northwestern University from 2010 to 2018. •Dean of the New York University Undergraduate College and Vice Dean of its Leonard N. Stern School of Business from 2004 to 2010. •Professor at the New York University Leonard School of Business from 2001 to 2010, and became the Abraham L. Gitlow Professor of Management in 2004. •Held academic posts at the University of Chicago’s Graduate School of Business from 1992 to 2001. •Served on the Board of Directors of Ulta Beauty, Inc. from 2017 to 2022, the Board of Directors of the Economic Club of Chicago from 2017 to 2023, and the Board of Directors of the Joyce Foundation from 2017 through 2025. Key qualifications and expertise As a professor of management and strategy, having served as Dean of the J.L. Kellogg Graduate School of Management at Northwestern University and as Vice Dean and Dean of the Undergraduate College of New York University’s Leonard N. Stern School of Business, Dr. Blount provides Abbott’s Board with expertise on business organization, strategy, governance and management matters.


						Robert B. Ford Director Since 2019 \| Age 52 Chairman of the Board and Chief Executive Officer, Abbott Laboratories



Professional background •Chairman of the Board and Chief Executive Officer of Abbott since December 2021. •President and Chief Executive Officer of Abbott from 2020 to 2021. •President and Chief Operating Officer of Abbott from 2018 to 2020. •Executive Vice President, Medical Devices of Abbott from 2015 to 2018. •Senior Vice President, Diabetes Care of Abbott from 2014 to 2015. •Held various leadership roles across Abbott’s Diagnostics, Nutrition, and Diabetes Care businesses in the U.S. and Latin America since joining Abbott in 1996. Key qualifications and expertise As Abbott’s Chairman of the Board and Chief Executive Officer, and having previously held various leadership positions at Abbott, including Chief Operating Officer, where he was responsible for all of Abbott’s operating businesses, Mr. Ford contributes an extensive knowledge of the Company’s global operations, a wide breadth of experience in strategy and execution, and valuable insights into global healthcare markets.


						Paola Gonzalez Director Since 2021 \| Age 54 Vice President, Global Financial Planning & Analysis, The Clorox Company



Professional background •Vice President, Global Financial Planning & Analysis of The Clorox Company, a manufacturer and marketer of consumer and professional products, since June 2023. •Vice President and Treasurer of Clorox, responsible for treasury, investor relations, and real estate, from 2018 to 2023. •Vice President of Finance, Household and Lifestyle Segments of Clorox from 2010 to 2017. •Vice President of Finance, Global Strategic Initiatives of Clorox from 2008 to 2010. •Held various leadership roles in finance across Clorox since joining Clorox in 1997. •Prior to Clorox, worked in finance for American Airlines in Latin America. Key qualifications and expertise As Vice President, Global Financial Planning & Analysis of The Clorox Company, pursuant to which she provides financial leadership across all Clorox businesses and business development efforts, and through her prior roles in treasury, investor relations, and several of Clorox’s businesses, Ms. Gonzalez has considerable experience providing financial leadership to a multinational public company with multiple businesses, contributing significant financial expertise and knowledge of financial statements, corporate finance and accounting matters.


						Michelle A. Kumbier Director Since 2018 \| Age 58 President, Turf & Consumer Products, Briggs & Stratton, LLC



Professional background •Senior Vice President and President, Turf & Consumer Products of Briggs & Stratton, LLC, a manufacturer and marketer of engines, batteries, and outdoor power equipment, since March 2022. •Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a motorcycle and related products manufacturer, from 2017 to 2020. •Senior Vice President of Motor Company Product and Operations of Harley-Davidson from 2015 to 2017. •Held various other executive roles across Harley-Davidson, from 1997 to 2015. •Held various positions at Kohler Company, maker of premium plumbing products, from 1986 to 1997. •Served on the Board of Directors of Tenneco Inc. from 2021 to 2022. Other public company boards Teledyne Technologies Incorporated, Ryerson Holding Corporation Key qualifications and expertise Having served in several executive roles at Harley-Davidson, Ms. Kumbier contributes extensive experience in the management of a multinational public company, including significant manufacturing, product development, commercial, business development and strategic planning experience.



			5			0-4 Years
			5			5-10 Years
			2			11 + Years



			58%			Overall
			50%			Women
			33%			Racial/Ethnic Diversity


						Darren W. McDew Director Since 2019 \| Age 65 Retired General, United States Air Force, and Former Commander of U.S. Transportation Command



Professional background •Four-star general who served for 36 years in the United States military before retiring in October 2018. •Commander, U.S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018. •Held various leadership roles across the U.S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division. •Serves on the Board of Directors of United Services Automobile Association, Boys & Girls Club of America, and Manns Home Youth Foundation. Other public company boards Parsons Corporation, GE Aerospace Key qualifications and expertise Through his extensive leadership in the U.S. Air Force, General McDew contributes significant experience managing large, complex global operations, including strategic planning, security and risk management, cybersecurity, supply chain and infrastructure management, succession planning, and leadership development.


						Nancy McKinstry Lead Independent Director Director Since 2011 \| Age 67 Retired Chief Executive Officer and Chairman of the Executive Board, Wolters Kluwer N.V.



Professional background •Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., a global information, software, and services provider, from September 2003 to February 2026, and a member of its Executive Board from June 2001 to February 2026. •Member of the J.P. Morgan International Council. •Serves on the Board of Directors of Russell Reynolds Associates and the Board of Overseers of Columbia Business School. Other public company boards Accenture plc, Mondelēz International, Inc. Key qualifications and expertise Having served as the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience in a broad range of key issues impacting a large multinational business such as Abbott’s, including global strategy and operations, risk management, corporate finance and financial reporting, and regulatory and compliance matters.


						Michael G. O’Grady Director Since 2023 \| Age 60 Chairman and Chief Executive Officer, Northern Trust Corporation



Professional background •Chairman of Northern Trust Corporation, a financial services company, since 2019, Chief Executive Officer since 2018, and President since 2017. •President, Corporate & Institutional Services of Northern Trust from 2014 to 2016. •Chief Financial Officer of Northern Trust from 2011 to 2014. •Managing Director, Investment Banking Group of Bank of America Merrill Lynch from 2000 to 2011. Other public company boards Northern Trust Corporation Key qualifications and expertise As the Chairman and Chief Executive Officer of Northern Trust Corporation, Mr. O’Grady has significant experience leading a global public company in a highly regulated industry, including oversight of operations and risk management, strategy and business development, and corporate governance. Mr. O’Grady also contributes broad financial expertise, including extensive experience in financial advisory and investment banking matters.


						Michael F. Roman Director Since 2021 \| Age 66 Retired Chairman of the Board, President and Chief Executive Officer, 3M Company



Professional background •Executive Chairman of the Board of 3M Company, a global manufacturing and technology company, from May 2024 to March 2025. •Chairman of the Board, President and Chief Executive Officer of 3M from 2019 to 2024. •Chief Executive Officer of 3M from 2018 to 2019. •Chief Operating Officer and Executive Vice President of 3M from 2017 to 2018 with direct responsibilities for 3M’s five business groups and its international operations. •Executive Vice President, Industrial Business Group of 3M from 2014 to 2017. •Senior Vice President, Business Development of 3M from 2013 to 2014. •Vice President and General Manager of Industrial Adhesives and Tapes Division of 3M from 2011 to 2013. Other public company boards Waystar Holding Corp. Key qualifications and expertise Having served as 3M Company’s Executive Chairman and its Chairman of the Board, President and Chief Executive Officer, Mr. Roman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable insights into corporate strategy and risk management.


						Daniel J. Starks Director Since 2017 \| Age 71 Retired Chairman, President and Chief Executive Officer, St. Jude Medical, Inc.



Professional background •Executive Chairman of the Board of St. Jude Medical, Inc., a medical device manufacturer, from January 2016 to January 2017, when Abbott completed its acquisition of St. Jude Medical. •Chairman, President and Chief Executive Officer of St. Jude Medical from 2004 until his retirement in January 2016. •President and Chief Operating Officer of St. Jude Medical from 2001 to 2004. •President and CEO, Cardiac Rhythm Management Business of St. Jude Medical from 1997 to 2001. Key qualifications and expertise Having served as St. Jude Medical’s Executive Chairman and its Chairman, President and Chief Executive Officer, and having joined St. Jude Medical in 1996, Mr. Starks contributes not only comprehensive and critical knowledge of the medical device industry, but also extensive business and management experience operating a global public company in a highly regulated industry.


						John G. Stratton Director Since 2017 \| Age 65 Retired Executive Chairman, Frontier Communications Parent, Inc.



Professional background •Executive Chairman of Frontier Communications Parent, Inc., a telecommunications company, from April 2021 to January 2026. •Executive Vice President and President of Global Operations of Verizon Communications Inc. from 2015 to 2018. •Executive Vice President and President of Global Enterprise and Consumer Wireline of Verizon from 2014 to 2015. •President of Verizon Enterprise Solutions from 2012 to 2014. •Chief Operating Officer and Executive Vice President of Verizon Wireless from 2010 to 2012. •Member of The President’s National Security Telecommunications Advisory Committee from 2012 to 2018. •Director of the Cellular Telecommunications Industry Association from 2015 to 2018. Other public company boards General Dynamics Corporation Key qualifications and expertise Through his executive leadership experience, Mr. Stratton contributes extensive business and management expertise operating a global public company such as Abbott, including valuable insights on corporate strategy and risk management. His service on the National Security Telecommunications Advisory Committee enables him to provide government perspective and experience in a highly regulated industry.


•Global business perspective •Successful track record •Innovative thinking			•Knowledge of corporate governance requirements and practices •High integrity •Commitment to good corporate citizenship


The 12 director nominees form a well-balanced, highly qualified Board with broad expertise and perspectives to provide strong oversight over Abbott’s diversified operating model and long-term strategy


•Preside at regularly conducted executive sessions of the independent directors and provide feedback to the Chairman and CEO and other senior management, as appropriate •Preside at all meetings of the Board at which the Chairman is not present •Facilitate communication with the Board and serve as liaison between the Chairman and the independent directors •Authority to call meetings of independent directors •Review and communicate with the Chairman regarding appropriate agenda topics and schedule sufficiency			•Lead the Board’s annual evaluation of the Chairman of the Board and Chief Executive Officer •Lead the annual performance review process •Consult with management on corporate governance issues and developments •Confer with the Nominations and Governance Committee and the Chairman of the Board and Chief Executive Officer regarding senior management succession planning •Engage directly with major shareholders as appropriate


Name	Fees Earned or Paid in Cash ($)(2)			Stock Awards ($)(3)			Option Awards ($)(4)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)			Total ($)
N. Ahuja(1)		$	—		$	—		$	—		$	—		$	—	$	—
R. J. Alpern		126,000			209,906			—			112,585			25,000		473,491
C. Babineaux-Fontenot		132,000			209,906			—			—			25,000		366,906
S. E. Blount		126,000			209,906			—			13,429			25,000		374,335
P. Gonzalez		132,000			209,906			—			—			—		341,906
M. A. Kumbier		132,000			209,906			—			—			—		341,906
D. W. McDew		126,000			209,906			—			—			—		335,906
N. McKinstry		147,000			209,906			49,000			759			—		406,665
M. G. O’Grady		—			209,906			126,000			—			—		335,906
M. F. Roman		147,667			209,906			—			—			—		357,573
D. J. Starks		—			209,906			151,000			—			—		360,906
J. G. Stratton		153,667			209,906			—			—			25,000		388,573


In 2025, Abbott’s one-year total shareholder return (TSR) was 13%, delivering shareholder returns exceeding the 7% peer group median. On a three-year and five-year basis, our TSR performance was 21% and 25%, respectively, performing above the peer group medians of 6% and 17%. Relative to our peers, on a one-year basis our TSR performance placed us at the 63rd percentile. On a three-year and five-year basis our TSR performance placed us at the 68th and 58th percentile, respectively. These consistent top-tier returns are driven by strong execution, an effective governance structure, and the strength of our diversified business model with leadership positions in some of the largest and fastest-growing markets in healthcare and innovative product portfolios across our businesses.

1-Year Total Shareholder Return	3-Year Total Shareholder Return	5-Year Total Shareholder Return


In addition to delivering significant shareholder returns, Abbott continued to take important steps to position the Company for long-term, sustainable growth.


Company Name	Sales/ Rev.(1) (billions)			Market Cap(1) (billions)			% Rev. Outside U.S.	Similar # Employees	Mfg. Driven/ Consumer- Facing	Abbott Business Segment(s)/ Characteristics Represented
3M Company		$	24.9		$	85.0				Consumer
Becton Dickinson		$	21.8		$	55.4				Diagnostics, Medical Devices
Boeing		$	89.5		$	170.0				Diagnostics, Medical Devices
Boston Scientific		$	20.1		$	141.4				Medical Devices
Bristol-Myers Squibb		$	48.0		$	109.8				Established Pharmaceuticals
Cisco		$	57.7		$	304.4				Diagnostics, Medical Devices
The Coca-Cola Company		$	47.0		$	300.7				Consumer
Danaher Corporation		$	24.6		$	161.7				Diagnostics
Honeywell International		$	37.4		$	123.9				Diagnostics, Medical Devices
Johnson & Johnson		$	94.2		$	498.6				Diagnostics, Established Pharmaceuticals, Medical Devices
Medtronic		$	34.8		$	123.2				Medical Devices
Merck		$	64.8		$	261.3				Established Pharmaceuticals
Nike		$	46.5		$	94.3				Consumer
PepsiCo		$	93.4		$	196.2				Consumer
Pfizer		$	61.9		$	141.6				Established Pharmaceuticals
Procter & Gamble		$	85.3		$	334.9				Consumer
Reckitt Benckiser(2)		$	18.9		$	40.4				Nutrition
Stryker Corporation		$	25.1		$	134.4				Medical Devices
Thermo Fisher Scientific		$	44.6		$	217.7				Diagnostics
Peer Group Median		$	46.5		$	151.7
Abbott		$	44.3		$	217.9
Abbott Percentile Rank		42nd			71st


Evaluation of performance
Metric			Strategic link
Our annual incentive plan is aligned to the following drivers of shareholder value:
Sales			Measures Abbott’s ability to compete effectively in the markets in which we participate and focuses management on achieving strong top-line growth, consistent with our business strategy.
Diluted EPS			Measures Abbott’s ability to deliver profitable growth, contributing to strong shareholder returns.
Return on Assets			Measures profitability and how effectively Company assets are used to generate profit.
Free Cash Flow			Recognizes the importance of generating cash to fund ongoing investments in our business and to pay down debt, pay dividends, and fund investments outside of capital expenditures.
Gross Margin			Measures Abbott’s profit after subtracting the cost of manufacturing and distributing our products.
Our long-term incentive plan relies on the following Company metrics, and 3-year sustained individual performance metrics, to determine award value:
Total Shareholder Return			Measures Abbott’s stock and dividend performance against our peer group. Used to position LTI award guidelines relative to the market.
3-year LTI Contribution Metrics			Measures how each officer has performed relative to their sales, margin, and strategic metrics over the past three years and LTI award guidelines are adjusted to reflect individual performance.
Return on Equity			Measures how much profit Abbott generates over the long-term with the capital that shareholders have invested. Used to determine if performance-based restricted stock awards vest over the three year period following the grant.


Goal	2024 Results achieved	Goal weight	2025 Goal measurement			2025 Results achieved	Goal score %
			Threshold	Target	Maximum
Financial metrics(1)
Adjusted Sales(2)	$42.294B	25%	$43.840B	$44.161B	$44.380B	$43.141	0.0%
Adjusted Diluted EPS	$4.67	25%	$5.10	$5.15	$5.20	$5.15	25.0%
Adjusted ROA	14.3%	10%	13.5%	13.6%	13.8%	13.6%	10.0%
Free Cash Flow	$6.4B	10%	$6.2B	$6.5B	$6.8B	$7.4B	15.0%
Strategic metrics
Structural Heart Growth		10%	11.5%	13.6%	15.5%	11.5%	5.0%
Goal (10% weight)(3): Meet key product submission and launch milestones.						Achieved	10.0%
Human capital metrics
Goal (10% weight): Meet talent and succession planning targets.						Achieved	10.0%
						Total	75.0%


Base salary	Bonus target %	Total goal score	Award payout
$1,500,000	175%	75.0%	$1,968,750


LTI award guideline	LTI adjustment	Award allocation	Award value
$15,979,000	110%	50% Stock Options(1)	$8,788,450
		50% Performance Restricted Shares(2)	$8,788,450
			$17,576,900


LTI adjustment legend
Total						Result
+4 or More						125%
+1 to +3						110%
0						100%
-1 or -2						90%
-3 or Less						75%


Benefits and Perquisites									Description
Retirement Benefits									The named officers participate in Abbott-sponsored defined benefit plans: the Abbott Laboratories Annuity Retirement Plan and the Abbott Laboratories Supplemental Pension Plan. These plans are described in greater detail in the “Pension Benefits” section of the proxy. Since officers’ Supplemental Pension Plan benefits cannot be secured in a manner similar to qualified plans, which are held in trust, officers receive an annual cash payment equal to the increase in present value of their Supplemental Pension Plan benefit. Officers have the option of depositing these annual payments to an individually established grantor trust, net of tax withholdings. Deposited amounts may be credited with the difference between the officers’ actual annual trust earnings and the rate used to calculate trust funding (currently 8%) while they are employed. Amounts deposited in the individual trusts are not tax deferred. Officers do not receive tax gross ups on their grantor trusts. The manner in which the grantor trust will be distributed to an officer upon retirement from the Company generally follows the manner elected by the officer under the Annuity Retirement Plan. Should an officer (or the officer’s spouse, depending upon the pension distribution method elected by the officer under the Annuity Retirement Plan) live beyond the actuarial life expectancy age used to determine the Supplemental Pension Plan benefit and, therefore, exhaust the trust balance, the Supplemental Pension Plan benefit will be paid by the Company.
Deferred Compensation									Officers of the Company, like all U.S. employees, are eligible to defer a portion of annual base salary and bonus (in certain cases), on a pre-tax basis, to the Company’s qualified 401(k) plan, up to the IRS contribution limits. Officers are also eligible to defer up to 18% of their base salary, less contributions to the 401(k) plan, to a non-qualified plan. Unlike other U.S. managers, officers are not eligible to elect to defer compensation into the Deferred Compensation and Restoration Plan. However, up to one hundred percent (100%) of annual incentive awards earned under the Company’s Performance Incentive Plan is eligible for deferral to a non-qualified plan. Officers may defer these amounts to unfunded book accounts or choose to have the amounts paid in cash on a current basis and deposited into individually established grantor trusts, net of tax withholdings. These amounts are credited annually with earnings. Officers do not receive tax gross ups on their grantor trusts. Officers elect the manner in which the assets held in their grantor trusts will be distributed to them upon retirement or other separation from the Company.
Change in Control Arrangements									All named officers have change in control agreements, the purpose of which is to aid in retention and recruitment, encourage continued attention and dedication to assigned duties during periods involving a possible change in control of the Company, and protect the earned benefits of the officer against adverse changes resulting from a change in control. The level of payments provided under the agreements is established to be consistent with market practices as confirmed by data provided to the Committee by its independent compensation consultant. These arrangements are described in greater detail in the “Potential Payments Upon Termination or Change in Control” section of this proxy.


Benefits and Perquisites									Description
Physical and Financial Wellness									To encourage the proactive management of executive health, named officers are eligible to participate in an executive health program that includes an annual physical exam and health consultation. Similarly, to promote financial wellness, named officers are eligible to receive up to $15,000 of fees annually associated with estate planning advice, tax preparation, and general financial planning. If an officer chooses to utilize these benefits, fees for services received are paid by the Company and are treated as imputed income to the officer, who then is responsible for payment of all taxes due on the fees paid by the Company.
Company Automobile									Named officers are eligible for use of a Company-leased vehicle, with a lease term of 50 months. Seventy-five percent (75%) of the cost of the vehicle is imputed to the officer as income for federal income tax purposes.
Company Aircraft									Non-business-related flights on corporate aircraft by Mr. Ford are covered by a time-sharing lease agreement, pursuant to which incremental costs associated with those flights are reimbursed by the executive to the Company in accordance with Federal Aviation Administration regulations.
Disability Benefit									In addition to Abbott’s standard disability benefits, the U.S. named officers are eligible for a monthly long-term disability benefit, which is described in greater detail in the “Potential Payments Upon Termination or Change in Control” section of this proxy.


Role									Guideline
Chief Executive Officer									6 times base salary
Executive Vice Presidents									3 times base salary
Senior Vice Presidents									3 times base salary
All other officers									2 times base salary