Current Report Filing (8-k)
May 10 2021 - 5:01PM
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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): May 7, 2021
ABBVIE INC.
(Exact Name of Registrant as specified
in its charter)
Delaware
|
|
001-35565
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32-0375147
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(State or other Jurisdiction
of incorporation)
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(Commission File Number)
|
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(IRS Employer
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 the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.01 Par Value
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ABBV
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New York Stock Exchange
Chicago Stock Exchange
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1.500% Senior Notes due 2023
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ABBV23B
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New York Stock Exchange
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1.375% Senior Notes due 2024
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ABBV24
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New York Stock Exchange
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1.250% Senior Notes due 2024
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ABBV24B
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New York Stock Exchange
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0.750% Senior Notes due 2027
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|
ABBV27
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New York Stock Exchange
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2.125% Senior Notes due 2028
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|
ABBV28
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New York Stock Exchange
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2.625% Senior Notes due 2028
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ABBV28B
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New York Stock Exchange
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2.125% Senior Notes due 2029
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|
ABBV29
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New York Stock Exchange
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1.250% Senior Notes due 2031
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ABBV31
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New York Stock Exchange
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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. ¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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AbbVie Inc. (“AbbVie”) held its
Annual Meeting of Stockholders on May 7, 2021. The following is a summary of the matters voted on at that meeting.
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(1)
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The stockholders elected AbbVie’s Class III Directors with terms expiring in 2024, as follows:
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Name
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For
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Against
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Broker Non-Votes
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Roxanne S. Austin
|
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1,176,814,309
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40,193,567
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266,940,608
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Richard A. Gonzalez
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1,143,418,886
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73,588,990
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|
266,940,608
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Rebecca B. Roberts
|
|
1,178,818,824
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|
38,189,052
|
|
266,940,608
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Glenn F. Tilton
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1,092,161,771
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124,846,105
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266,940,608
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(2)
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The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2021, as follows:
|
For
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Against
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Abstain
|
|
|
1,443,141,768
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38,474,335
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|
2,332,381
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|
|
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(3)
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The stockholders approved, on an advisory basis, the compensation of AbbVie’s named executive officers listed in the proxy statement for the 2021 annual meeting, as follows:
|
For
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|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
1,088,078,054
|
|
122,760,887
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|
6,168,935
|
|
266,940,608
|
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(4)
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The stockholders approved the Amended and Restated 2013 Incentive Stock Program, as follows:
|
For
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|
Against
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Abstain
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Broker Non-Votes
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1,151,977,015
|
|
60,300,643
|
|
4,730,218
|
|
266,940,608
|
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(5)
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The stockholders approved the Amended and Restated 2013 Employee Stock Purchase Plan for Non-U.S. Employees, as follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
1,179,691,622
|
|
33,184,479
|
|
4,131,775
|
|
266,940,608
|
|
(6)
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The stockholders did not approve the management proposal regarding amendment of the certificate of incorporation to eliminate supermajority voting, as follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
1,200,648,034
|
|
12,015,517
|
|
4,344,325
|
|
266,940,608
|
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(7)
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The stockholders did not approve a stockholder proposal to issue a lobbying report, as follows:
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For
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|
Against
|
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Abstain
|
|
Broker Non-Votes
|
435,784,510
|
|
770,846,870
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|
10,376,496
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|
266,940,608
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(8)
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The stockholders did not approve a stockholder proposal to adopt a policy to require an independent chair, as follows:
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For
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Against
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Abstain
|
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Broker Non-Votes
|
330,233,388
|
|
831,267,134
|
|
55,507,354
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|
266,940,608
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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.
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ABBVIE
INC.
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Date:
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May
10, 2021
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By:
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/s/
Laura J. Schumacher
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Laura
J. Schumacher
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Vice
Chairman, External Affairs, Chief Legal Officer, and Corporate Secretary
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Common Stock, $0.01 Par Value
|
ABBV
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