Current Report Filing (8-k)
March 12 2021 - 5:03PM
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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): March 12, 2021
ABBVIE INC.
(Exact Name of Registrant as Specified
in its Charter)
_______________________________________________
Delaware
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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.)
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_______________________________________________
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:
¨
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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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0.500% Senior Notes due 2021
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ABBV21C
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New York 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. ¨
Item 5.04
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Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
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On February 26, 2021, the administrator of
the AbbVie Savings Plan (the “Savings Plan”) and the AbbVie Puerto Rico Savings Plan (the “PR Savings Plan”)
(collectively, the “Plans,” and each, individually, a “Plan”) provided notice to Plan participants pursuant
to Section 101(i)(2) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under the
Plans (the “Blackout Period”). The Blackout Period is required because the Plans are undergoing administrative changes,
including a recordkeeper change for the Plans, a trustee change for the Savings Plan, and a custodian change for the PR Savings
Plan.
During the Blackout Period, Plan participants
will be unable to engage in transactions involving the assets held in their Plan accounts, including changing contribution rates,
directing or diversifying investments (including investments in AbbVie Inc. common stock), and obtaining Plan loans, withdrawals,
and distributions.
As described more fully in the notice, the
Blackout Period is expected to begin on March 29, 2021 at 3:00 p.m. CT and expected to end the week of April 11, 2021. During the
Blackout Period and for two years after the Blackout Period end date, a security holder or other interested person may obtain,
without charge, the actual beginning and ending dates of the Blackout Period by submitting a request to AbbVie Inc., 1 North Waukegan
Road, North Chicago, Illinois 60064, Attn: Division Counsel, Securities, Finance and Governance; (847) 938-6166.
On March 12, 2021, the registrant sent a notice
to its directors and executive officers (the “Notice”) informing them of the Blackout Period and the restrictions on
trading in AbbVie Inc. common stock (including with respect to derivatives) that apply to them during the Blackout Period pursuant
to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the Notice is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference.
Item 9.01
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Financial Statements and Exhibits
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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: March 12, 2021
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By:
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/s/ Timothy J. Richmond
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Name: Timothy J. Richmond
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Title: Executive Vice President, Chief Human Resources Officer
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Common Stock, $0.01 Par Value
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ABBV
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