UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans |
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 | Financial Statements and Exhibits |
|
Exhibit No. |
Exhibit |
| 99.1 | Notice provided to directors and executive officers of AbbVie Inc. on March 12, 2021. |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
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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.
| ABBVIE INC. | ||
| Date: March 12, 2021 | By: | /s/ Timothy J. Richmond |
| Name: Timothy J. Richmond | ||
| Title: Executive Vice President, Chief Human Resources Officer | ||
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Exhibit 99.1
Notice of Retirement Plan Blackout Period to
Directors and Executive Officers of AbbVie Inc.
As a director or executive officer of AbbVie Inc. (“AbbVie”), you are subject to restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934 (“Regulation BTR”). Those restrictions prohibit certain transactions in AbbVie securities during retirement plan blackout periods.
In April 2021, 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”) will undergo a recordkeeper change, the Savings Plan will undergo a trustee change, and the PR Savings Plan will undergo a custodian change. During this transition, 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 common stock), and obtaining Plan loans, withdrawals, and distributions. The transition period is called a “Blackout Period.” The Plan participants and beneficiaries were notified of the Blackout Period on February 26, 2021.
The Blackout Period is expected to begin on March 29, 2021 at 3:00 p.m. CT and to end during the week of April 11, 2021.
This Blackout Period is separate from (but coincides in part with) the quarterly earnings blackout imposed under AbbVie’s general insider trading policy, which disallows certain transactions in AbbVie stock during specific periods (in this case, during the month of April 2021 until after the first quarter earnings release). We are required by Sarbanes-Oxley and Regulation BTR to inform you that, during the entire Blackout Period (beginning on the afternoon of March 29), you are generally prohibited from directly or indirectly purchasing, selling, or otherwise transferring any equity security of AbbVie that you received in connection with your AbbVie service, regardless of whether you participate in either of the Plans.
If you have any questions concerning this notice or the Blackout Period, please contact Steve Scrogham by phone at (847) 938-6166, or you may write to AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064, Attn: Division Counsel, Securities, Finance and Governance.