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
Date of Report (Date of earliest event
reported):
(Exact Name of Registrant as specified in its charter)
| (State or other Jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
_______________________________________________
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
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) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.07 | Submission of Matters to a Vote of Security Holders. |
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.
| (1) | The stockholders elected AbbVie’s Class III Directors with terms expiring in 2024, as follows: |
| Name | For | Against | Broker Non-Votes | |||
| Roxanne S. Austin | 1,176,814,309 | 40,193,567 | 266,940,608 | |||
| Richard A. Gonzalez | 1,143,418,886 | 73,588,990 | 266,940,608 | |||
| Rebecca B. Roberts | 1,178,818,824 | 38,189,052 | 266,940,608 | |||
| Glenn F. Tilton | 1,092,161,771 | 124,846,105 | 266,940,608 |
| (2) | The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2021, as follows: |
| For | Against | Abstain | ||||
| 1,443,141,768 | 38,474,335 | 2,332,381 |
| (3) | 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 | Against | Abstain | Broker Non-Votes | |||
| 1,088,078,054 | 122,760,887 | 6,168,935 | 266,940,608 |
| (4) | The stockholders approved the Amended and Restated 2013 Incentive Stock Program, as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 1,151,977,015 | 60,300,643 | 4,730,218 | 266,940,608 |
| (5) | 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) | 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 |
| (7) | The stockholders did not approve a stockholder proposal to issue a lobbying report, as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 435,784,510 | 770,846,870 | 10,376,496 | 266,940,608 |
| (8) | 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 | |||
| 330,233,388 | 831,267,134 | 55,507,354 | 266,940,608 |
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: | May 10, 2021 | By: | /s/ Laura J. Schumacher |
| Laura J. Schumacher | |||
| Vice Chairman, External Affairs, Chief Legal Officer, and Corporate Secretary |