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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 9, 2014

        The Annual Meeting of the Stockholders of AbbVie Inc. will be held at the Rosewood, 2825 Sand Hill Road, Menlo Park, California 94025, on Friday, May 9, 2014, at 9:00 a.m. for the following purposes:

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To elect 3 directors to hold office until the next Annual Meeting or until their successors are elected (Item 1 on the proxy card),



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To ratify the appointment of Ernst & Young LLP as AbbVie's independent registered public accounting firm for 2014 (Item 2 on the proxy card),



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To vote on an advisory vote on the approval of executive compensation (Item 3 on the proxy card), and



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To transact such other business as may properly come before the meeting.

        The close of business on March 12, 2014, has been fixed as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting.

        AbbVie's 2014 Proxy Statement and 2013 Annual Report on Form 10-K are available at www.abbvieinvestor.com. If you are a registered stockholder, you may access your proxy card by either:

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Going to the following website: www.proxyvote.com, entering the information requested on your computer screen and following the simple instructions, or



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Calling (in the United States, U.S. territories, and Canada) toll free 1-800-690-6903 on a touch-tone telephone and following the simple instructions provided by the recorded message.

By order of the board of directors.

Laura J. Schumacher
Secretary

March 24, 2014

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PROXY STATEMENT
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PROXY STATEMENT

SOLICITATION OF PROXIES

        The accompanying proxy is solicited on behalf of the board of directors for use at the Annual Meeting of Stockholders. The meeting will be held on May 9, 2014, at the Rosewood, 2825 Sand Hill Road, Menlo Park, California 94025.

INFORMATION ABOUT THE ANNUAL MEETING

Who Can Vote

        Stockholders of record at the close of business on March 12, 2014 will be entitled to notice of and to vote at the Annual Meeting. As of March 12, 2014, AbbVie had 1,596,050,177 outstanding shares of common stock, which are AbbVie's only outstanding voting securities. Each stockholder has one vote per share. Stockholders do not have the right to vote cumulatively in electing directors.

Notice and Access

        In accordance with the Securities and Exchange Commission's e-proxy rules, AbbVie mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to stockholders in March 2014. The Notice describes the matters to be considered at the Annual Meeting and how stockholders can access the proxy materials online. It also provides instructions on how stockholders can vote their shares. If you received the Notice, you will not receive a printed version of the proxy materials unless you request one. If you would like to receive a printed version of the proxy materials, free of charge, please follow the instructions on the Notice.

Voting by Proxy

        AbbVie's stockholders may vote their shares by telephone, the Internet, or at the Annual Meeting. If you vote by telephone or the Internet, you do not need to return your proxy card. The instructions for voting can be found on the Notice, on the website listed in the Notice, and, if you received one, on your proxy card. If you requested a printed version of the proxy card, you may also vote by mail.

Revoking a Proxy

        You may revoke your proxy by voting in person at the Annual Meeting or, at any time prior to the meeting:

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by delivering a written notice to the secretary of AbbVie,



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by delivering an authorized proxy with a later date, or



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by voting by telephone or the Internet after you have given your proxy.

Discretionary Voting Authority

        Unless authority is withheld in accordance with the instructions on the proxy, the persons named in the proxy will vote the shares of AbbVie common stock covered by proxies they receive to elect the 3 nominees named in Item 1 on the proxy card. Should a nominee become unavailable to serve, the shares will be voted for a substitute designated by the board of directors, or for fewer than 3 nominees if, in the judgment of the proxy holders, such action is necessary or desirable.

        Where a stockholder has specified a choice for or against the ratification of the appointment of Ernst & Young LLP as AbbVie's independent registered public accounting firm or the advisory vote on the approval of executive compensation, the shares of AbbVie common stock represented by the proxy will be voted (or not voted) as specified. Where no choice has been specified, the proxy will be voted

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FOR the ratification of Ernst & Young LLP as auditors and FOR the approval of executive compensation.

        The board of directors is not aware of any other issue which may properly be brought before the meeting. If other matters are properly brought before the meeting, the accompanying proxy will be voted in accordance with the judgment of the proxy holders.

Quorum and Vote Required to Approve Each Item on the Proxy

        A majority of the outstanding shares entitled to vote generally in the election of directors, represented in person or by proxy, constitutes a quorum. The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the stockholders with respect to that matter.

Effect of Broker Non-Votes and Abstentions

        A proxy submitted by an institution such as a broker or bank that holds shares for the account of a beneficial owner may indicate that all or a portion of the shares represented by that proxy are not being voted with respect to a particular matter. This could occur, for example, when the broker or bank is not permitted to vote those shares in the absence of instructions from the beneficial owner of the stock. These "non-voted shares" will be considered shares not present and, therefore, not entitled to vote on those matters, although these shares may be considered present and entitled to vote for other purposes. Brokers and banks have discretionary authority to vote shares in the absence of instructions on matters the New York Stock Exchange considers "routine," such as the ratification of the appointment of the auditors. They do not have discretionary authority to vote shares in absence of instructions on "non-routine" matters. The election of directors and the advisory vote on the approval of executive compensation are considered "non-routine" matters. Non-voted shares will not affect the determination of the outcome of the vote on any matter to be decided at the meeting. Shares represented by proxies that are present and entitled to vote on a matter but which have elected to abstain from voting on that matter, other than the election of directors, will have the effect of votes against that matter.

Inspectors of Election

        The inspectors of election and the tabulators of all proxies, ballots, and voting tabulations that identify stockholders are independent and are not AbbVie employees.

Cost of Soliciting Proxies

        AbbVie will bear the cost of making solicitations from its stockholders and will reimburse banks and brokerage firms for out-of-pocket expenses incurred in connection with this solicitation. Proxies may be solicited by mail, telephone, Internet, or in person by directors, officers, or employees of AbbVie and its subsidiaries.

        AbbVie has retained Georgeson Inc. to aid in the solicitation of proxies, at an estimated cost of $19,500 plus reimbursement for reasonable out-of-pocket expenses.

AbbVie Savings Plan

        Participants in the AbbVie Savings Plan will receive a voting instruction card for their shares of AbbVie common stock held in the AbbVie Savings Plan Trust. The Trust is administered by both a trustee and an investment committee. The trustee is Mercer Trust Company. The members of the investment committee are Amarendra Duvvur, William H.S. Preece and Michael J. Thomas, employees of AbbVie. The voting power with respect to the shares is held by and shared between the investment

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committee and the participants. The investment committee must solicit voting instructions from the participants and follow the voting instructions it receives. The investment committee may use its own discretion with respect to those shares of AbbVie common stock for which no voting instructions are received.

SEPARATION OF ABBVIE FROM ABBOTT LABORATORIES

        On January 1, 2013, AbbVie became an independent company as a result of the distribution by Abbott Laboratories ("Abbott") of 100% of the outstanding common stock of AbbVie to Abbott's shareholders (the "Separation"). Each Abbott shareholder of record as of the close of business on December 12, 2012 (the "Record Date") received one share of AbbVie common stock for each Abbott common share held as of the Record Date. AbbVie was incorporated in Delaware on April 10, 2012 and is comprised of Abbott's former research-based pharmaceuticals business. AbbVie's Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission ("SEC" or the "Securities and Exchange Commission") on December 7, 2012. AbbVie's common stock began trading "regular-way" under the ticker symbol "ABBV" on the New York Stock Exchange on January 2, 2013. For additional information, please see AbbVie's Information Statement, which is attached as Exhibit 99.1 to AbbVie's Current Report on Form 8-K filed with the SEC on January 2, 2013.

CORPORATE GOVERNANCE MATERIALS

        AbbVie's corporate governance guidelines with the outline of directorship qualifications; director independence guidelines; code of business conduct; and audit committee, compensation committee, nominations and governance committee, and public policy committee charters are all available in the corporate governance section of AbbVie's investor relations website at www.abbvieinvestor.com.

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INFORMATION CONCERNING DIRECTOR NOMINEES (ITEM 1 ON PROXY CARD)

        The board of directors consists of three classes with each class currently comprised of three directors. Directors of one class are elected each year for a term of three years. The Class II directors are presented for re-election to hold office until the expiration of their term at the 2017 annual meeting of stockholders and until their successors are elected and qualified or until their earlier death or resignation.

        Directors are elected by stockholders if a majority of the votes cast are "for" a director's reelection at the Annual Meeting, excluding abstentions and broker non-votes. For more information on the director majority vote standard, see AbbVie's By-Laws as listed as an exhibit to AbbVie's 2013 Annual Report on SEC Form 10-K.

Class II—Directors Whose Terms Expire in 2014

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Class III—Directors Whose Terms Expire in 2015

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Class I—Directors Whose Terms Expire in 2016

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors

        The board of directors held eleven meetings in 2013. The average attendance of all incumbent directors at board and committee meetings in 2013 was ninety-eight percent and each director attended at least seventy-five percent of the total number of board meetings and meetings of the committees on which he or she served. AbbVie encourages its board members to attend the annual stockholder meeting. All of AbbVie's directors attended the 2013 annual stockholder meeting.

        The board has determined that each of the following directors is independent in accordance with the New York Stock Exchange listing standards: Dr. Alpern, Ms. Austin, Mr. Burnside, Mr. Liddy, Mr. Rapp, Mr. Roberts, Mr. Tilton, and Mr. Waddell. To determine independence, the board applied the AbbVie Inc. director independence guidelines. The board also considered whether a director has any other material relationships with AbbVie or its subsidiaries and concluded that none of these directors had a relationship that impaired the director's independence. This included consideration of the fact that some of the directors are officers or serve on boards of companies or entities to which AbbVie sold products or made contributions or from which AbbVie purchased products and services during the year. This also included consideration of the fact that some of the directors serve on the board of Abbott, AbbVie's former parent. In making its determination, the board relied on both information provided by the directors and information developed internally by AbbVie.

        The board has risk oversight responsibility for AbbVie and administers this responsibility both directly and with assistance from its committees. The board has determined that the current leadership structure, in which the offices of chairman of the board and chief executive officer are held by one individual and the chair of the nominations and governance committee is appointed to be the lead director, ensures the appropriate level of oversight, independence, and responsibility is applied to all board decisions, including risk oversight, and is in the best interests of AbbVie and its stockholders. The lead director facilitates communication with the board and presides over regularly conducted executive sessions of the independent directors or sessions where the chairman of the board is not present. It is the role of the lead director to review and approve matters, such as agenda items, schedule sufficiency, and, where appropriate, information provided to other board members. The lead director is chosen by and from the independent members of the board of directors, and serves as the liaison between the chairman of the board and the independent directors; however, all directors are encouraged to, and in fact do, consult with the chairman on each of the above topics, as well. The lead director, and each of the other directors, communicates regularly with the chairman of the board and chief executive officer regarding appropriate agenda topics and other board related matters. The lead director also has the authority to call meetings of the independent directors and, if requested by major stockholders, ensures that he or she is available for consultation and direct communication.

        AbbVie directors have backgrounds that when combined provide a portfolio of experience and knowledge that serve AbbVie's governance and strategic needs. Director nominees are considered on the basis of a range of criteria including broad-based business knowledge and relationships, prominence and excellent reputations in their primary fields of endeavor, as well as a global business perspective and commitment to good corporate citizenship. They must have demonstrated experience and ability that is relevant to the board's oversight role with respect to AbbVie's business and affairs. Each director's biography includes the particular experience and qualifications that led the board to conclude that the director should serve on the board. The directors' biographies are in the section of this proxy statement captioned "Information Concerning Director Nominees."

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Committees of the Board of Directors

        The board of directors has five committees established in AbbVie's By-Laws: the executive committee, audit committee, compensation committee, nominations and governance committee, and public policy committee. Each of the members of the audit committee, compensation committee, nominations and governance committee, and public policy committee is independent.

        The executive committee members are Mr. Gonzalez, chair, Ms. Austin, Mr. Liddy, Mr. Roberts, and Mr. Tilton. This committee may exercise all the authority of the board in the management of AbbVie, except for matters expressly reserved by law for board action.

        The audit committee members are Ms. Austin, chair, Mr. Burnside, Mr. Rapp, and Mr. Waddell. The committee is governed by a written charter. This committee assists the board of directors in fulfilling its oversight responsibility with respect to AbbVie's accounting and financial reporting practices and the audit process, the quality and integrity of AbbVie's financial statements, the independent auditors' qualifications, independence, and performance, the performance of AbbVie's internal audit function and internal auditors, certain areas of legal and regulatory compliance, and enterprise risk management. Each of the members of the audit committee is financially literate, as required of audit committee members by the New York Stock Exchange, and the independence requirements set forth in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The board of directors has determined that Ms. Austin, the committee's chair, is an "audit committee financial expert."

        The compensation committee members are Mr. Liddy, chair, Ms. Austin, Mr. Tilton, and Mr. Waddell. The committee is governed by a written charter. This committee assists the board of directors in carrying out the board's responsibilities relating to the compensation of AbbVie's executive officers and directors. The compensation committee annually reviews the compensation paid to the directors and gives its recommendations to the full board regarding both the amount of director compensation that should be paid and the allocation of that compensation between equity-based awards and cash. In recommending director compensation, the compensation committee takes comparable director fees into account and reviews any arrangement that could be viewed as indirect director compensation. The processes and procedures used for the consideration and determination of executive compensation are described in the section of this proxy statement captioned "Compensation Discussion and Analysis." This committee also reviews, approves, and administers the incentive compensation plans in which any executive officer of AbbVie participates and all of AbbVie's equity-based plans. It may delegate the responsibility to administer and make grants under these plans to management, except to the extent that such delegation would be inconsistent with applicable law or regulations or with the listing rules of the New York Stock Exchange. The compensation committee has the sole authority, under its charter, to select, retain and/or terminate independent compensation advisors. The compensation committee reviews and discusses with management and its independent compensation advisor potential risks associated with AbbVie's compensation policies and practices as discussed in the section captioned "Compensation Risk Assessment." Each member of the committee qualifies as a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act and as an "outside director" for purposes of Internal Revenue Code Section 162(m).

        The committee has an engagement with Aon Hewitt to provide counsel and advice on executive and non-employee director compensation matters. Aon Hewitt, and its principal, report directly to the chair of the committee. The principal meets regularly, and as needed, with the committee in executive sessions, has direct access to the chair during and between meetings, and performs no other services for AbbVie or its senior executives. The committee determines what variables it will instruct Aon Hewitt to consider, and they include: peer groups against which performance and pay should be examined, financial metrics to be used to assess AbbVie's relative performance, competitive long-term incentive practices in the marketplace, and compensation levels relative to market practice. The committee

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negotiates and approves any fees paid to Aon Hewitt for these services. In 2013, the compensation committee of AbbVie's board authorized payment of approximately $300,000 to Aon Hewitt for services rendered to the compensation committee relating to executive compensation. Separately, AbbVie management engaged Aon Hewitt to perform and paid approximately $1.8 million for unrelated services, including actuarial work, pension design and administration, insurance, and general consulting. The AbbVie compensation committee was informed about these services, but its formal approval was not requested. Based on an assessment of internally developed information and information provided by Aon Hewitt, the compensation committee has determined that the committee's independent compensation advisor does not have a conflict of interest. A copy of the compensation committee report is included in the section of this proxy statement captioned "Compensation Committee Report."

        The nominations and governance committee members are Mr. Tilton, chair, Dr. Alpern, Mr. Burnside, and Mr. Roberts. The committee is governed by a written charter. This committee assists the board of directors in identifying individuals qualified to become board members and recommends to the board the nominees for election as directors at the next annual meeting of stockholders, recommends to the board the persons to be elected as executive officers of AbbVie, recommends to the board the corporate governance guidelines applicable to AbbVie, oversees the evaluation of the board and management, and serves in an advisory capacity to the board and the chairman of the board on matters of organization, management succession plans, major changes in the organizational structure of AbbVie, and the conduct of board activities. The process used by this committee to identify a nominee to serve as a member of the board of directors depends on the qualities being sought. From time to time, AbbVie engages an executive search firm to assist the committee in identifying individuals qualified to be board members. Board members should have backgrounds that when combined provide a portfolio of experience and knowledge that will serve AbbVie's governance and strategic needs. In the process of identifying nominees to serve as a member of the board of directors, the nominations and governance committee considers the board's diversity of ethnicity, gender, and geography and assesses the effectiveness of the process in achieving that diversity. Board candidates will be considered on the basis of a range of criteria, including broad-based business knowledge and relationships, prominence and excellent reputations in their primary fields of endeavor, as well as a global business perspective, commitment to good corporate citizenship, and ability to commit sufficient time and attention to the activities of the board. Directors should have demonstrated experience and ability that is relevant to the board of directors' oversight role with respect to AbbVie's business and affairs.

        The public policy committee members are Mr. Roberts, chair, Dr. Alpern, Mr. Liddy, and Mr. Rapp. The committee is governed by a written charter. This committee assists the board of directors in fulfilling its oversight responsibility with respect to AbbVie's public policy, certain areas of legal and regulatory compliance, and governmental affairs and health care compliance issues that affect AbbVie by discharging the responsibilities set forth in its charter.

COMMUNICATING WITH THE BOARD OF DIRECTORS

        Stockholders and other interested parties may communicate with the board of directors by writing a letter to the chairman of the board, to the lead director, or to the independent directors c/o AbbVie Inc., 1 North Waukegan Road, AP34, North Chicago, Illinois 60064, Attention: corporate secretary. The corporate secretary regularly forwards to the addressee all letters other than mass mailings, advertisements, and other materials not relevant to AbbVie's business. In addition, directors regularly receive a log of all correspondence received by the company that is addressed to a member of the board and may request any correspondence on that log.

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DIRECTOR COMPENSATION

        AbbVie employees are not compensated for serving on the board or board committees. AbbVie's non-employee directors are compensated for their service under the AbbVie Non-Employee Directors' Fee Plan and the AbbVie 2013 Incentive Stock Program.

        The following table sets forth the non-employee directors' 2013 compensation.

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SECURITIES OWNERSHIP

Securities Ownership of Executive Officers and Directors

        The table below reflects the number of shares of AbbVie common stock beneficially owned as of January 31, 2014, by each director, the chief executive officer, the chief financial officer, and the three other most highly paid executive officers (the "named executive officers"), and by all directors and executive officers of AbbVie as a group. It also reflects the number of stock equivalent units and restricted stock units held by non-employee directors under the AbbVie Non-Employee Directors' Fee Plan.

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Securities Ownership of Principal Stockholders

        The table below reports the number of shares of AbbVie common stock beneficially owned as of December 31, 2013 by BlackRock, Inc., Capital Research Global Investors and The Vanguard Group (directly or through subsidiaries), respectively, the only persons known to AbbVie to own beneficially more than 5% of AbbVie's outstanding common stock. It is based on information contained in Schedules 13G filed with the Securities and Exchange Commission by BlackRock, Inc. on January 28, 2014, by Capital Research Global Investors on February 13, 2014, and by The Vanguard Group on February 10, 2014. BlackRock, Inc. reported that it had sole voting power with respect to 86,849,803 shares and sole dispositive power with respect to 105,532,577 shares. Capital Research Global Investors reported that it had sole voting and sole dispositive power with respect to 99,962,125 shares. The Vanguard Group reported that it had sole voting power with respect to 2,597,850 shares, sole dispositive power with respect to 79,851,440 shares and shared dispositive power with respect to 2,424,785 shares.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

        The Compensation Committee ("Committee") believes performance must always be evaluated compared to the goals of the business and assessed in the context of market and business conditions.

        2013 was a very successful year for AbbVie financially, operationally and in its pipeline development efforts. AbbVie's stock price performance in 2013 contributed to a 60.7 percent annual total stockholder return, compared to 29.7 percent for the Dow Jones Industrial Average and 32.4 percent for the Standard & Poor's 500 Index over the same time period.

        AbbVie achieved sales of $18.8 billion in 2013, up nearly 3 percent globally, excluding roughly 1 percent negative impact from foreign exchange. Sales growth was driven by double-digit growth from HUMIRA, Synthroid, Creon and Duodopa, and was achieved despite the loss of exclusivity and generic competition in the lipid franchise. AbbVie exceeded its original EPS guidance range, demonstrating the strength of the company's business.

        In addition to achieving its financial goals, AbbVie completed a successful transition to operating as an independent company, and delivered operational efficiencies and improvements in gross margin. Further, AbbVie continued to execute on its commercial, regulatory and clinical objectives, including completion of its Phase III interferon-free HCV program for genotype one patients. AbbVie also made significant additional progress in advancing its pipeline, including: initiation of a large, global Phase III registrational study of Atrasentan for the treatment of diabetic kidney disease; initiation of a second registrational study of Elagolix for the treatment of endometriosis; and initiation of a large, Phase II, potentially registrational trial of ABT-199 in relapsed/refractory chronic lymphocytic leukemia patients with the 17P deletion. AbbVie also expanded its pipeline through partnering activities, adding two new assets to its mid-stage immunology pipeline, expanding an existing partnership to include an additional indication and entering into a global alliance to discover and develop novel therapies for cystic fibrosis.

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        This Compensation Discussion and Analysis ("CD&A") describes the pay philosophy established for the company's named executive officers, the design of our compensation programs, the process used to examine performance in the context of executive pay decisions, and the performance goals and results for each named executive officer:

        Although we describe our programs in the context of the named executive officers, it is important to note that our programs generally have broad eligibility and therefore in most cases apply to employee populations outside the named executive officer group as well.

Compensation Philosophy and Components of Pay

        AbbVie has established a compensation philosophy that aligns named executive officers' interests with both short- and long-term profitable growth and stockholder returns, and is designed to attract and retain named executive officers whose talent and contributions sustain this growth. The intent of this philosophy is to directly support achievement of the company's primary business strategies and goals, while also aligning named executive officers' performance and rewards with stockholders' interests. Consequently, the Committee believes the vast majority of named executive officer compensation at AbbVie should be, and by definition is, performance-based. AbbVie and the Committee will continue to consider and develop AbbVie's compensation structure, design, practices and procedures to effectively meet the company's business needs and goals.

        Four primary pay components make up AbbVie's executive pay program: base pay, short-term incentives, long-term incentives and benefits. Each component serves complementary, but different and specific, purposes.

Base Pay

        Setting appropriate levels of base pay ensures AbbVie can attract and retain a leadership team that will continue to meet our commitments to customers and patients and sustain profitable growth for our stockholders. Adjustments to base pay may be made from time to time by the Committee to reflect factors such as performance, level of responsibility and market data for similar positions at comparable peer companies. Talented executives have choices of where they work, and our base pay rates therefore need to be competitive in the context of total compensation.

Short-Term Incentives

        AbbVie's short-term incentive structure is intended to align named executive officers' interests directly with AbbVie's annual operating strategies, financial goals and leadership behaviors. It provides a direct link between named executive officers' short-term incentives and the company's annual performance results through both measurable financial and operational performance and subjective assessments of strategic progress and leadership behaviors. Some goals, strategies and leadership behaviors may apply to all named executive officers and, as such, may be corporate priorities that are

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shared by all named executive officers in any given year. Measurable goals apply to all named executive officers, reflecting their specific areas of responsibility.

        Most named executive officers also carry strategic and leadership-oriented goals, which require qualitative, subjective assessment of their progress during the year. Finally, the process allows for Committee discretion, since many goals, especially for certain positions, cannot be reduced to formulaic, numerical targets, or anticipated in advance. By definition, therefore, short-term incentives directly tie named executive officers' pay to both Company and individual results, allowing for Committee discretion to address unforeseen developments. In the aggregate, short-term incentives should be paid roughly at target when results substantially meet expectations, below target if results do not substantially meet expectations, and above target if results substantially exceed expectations.

Long-Term Incentives

        AbbVie's long-term incentives serve two primary purposes: first, they directly align the largest component of named executive officer pay with stockholders' interests; and second, they help ensure successful long-term performance through effective focus and retention of executive talent.

        Named executive officers' interests are directly aligned with those of stockholders in two ways. First, through direct stock ownership, named executive officers benefit from the results they create for other stockholders. Second, the levels of awards named executive officers receive vary, by plan design and each named executive officer's individual performance, as reviewed by the Committee. The Committee considers various measures it believes align with an increase in stockholder returns, or with operating and strategic results that help drive stockholder value creation. Awards are further differentiated based on each named executive officer's leadership and specific contribution to long-term strategic results. Accordingly, there is a compelling and direct link between named executive officers' long-term incentives and Company results and stockholder return.

        Effective focus and retention of executive talent are a result of the emphasis placed on long-term incentives within the broader rewards framework. In 2013, long-term incentives comprised roughly two-thirds of total compensation for AbbVie's named executive officers.

        For awards in 2013, AbbVie granted non-qualified stock options and performance-vesting restricted shares to named executive officers. All awards were granted under the AbbVie 2013 Incentive Stock Program.

Benefits

        As with all AbbVie employees, named executive officers are provided certain employment and post-employment benefits. Benefits are an important part of retention and capital preservation for all employees, helping to protect against the impact of unexpected catastrophic loss of health and/or earnings potential, as well as providing a means to save and accumulate for retirement or other post-employment needs.

Say-on-Pay and Say-on-Frequency Vote

        The Committee annually evaluates the Company's compensation policies and programs to ensure alignment with short- and long-term interests of our stockholders, evolving market practices and other relevant factors. The Committee considers whether the performance criteria and corresponding objectives appropriately balance objective performance and the quality of that performance, the relationship between performance and incentive plan payouts, the mix of short- and long-term incentives, and whether the overall structure and application of the incentive plans encourages appropriate behavior.

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        The Committee also considers the perspectives of stockholders through the Say-on-Pay advisory vote. In May 2013, stockholders expressed support for AbbVie's Say-on-Pay proposal with 95.7% of votes cast in favor of the compensation paid to the named executive officers. We consider this vote a positive endorsement of our executive compensation practices and decisions. Despite this positive result, the Committee, its independent compensation consultant and management continue to examine our compensation practices in light of competitive practices and will make changes the Committee believes are appropriate. In addition, we routinely engage with our investors to understand their perspectives on their investment in AbbVie, including our executive compensation practices. All of these factors are important in determining whether the company's compensation programs are appropriately balanced between defining and incentivizing performance, encouraging appropriate behavior, and retaining executive talent. In the aggregate, they strongly align our compensation policies and programs with our stockholders' best interests.

        The Committee also recommended, and the board of directors adopted, an annual advisory vote of stockholders on executive compensation, which reflects the preference expressed by stockholders in 2013 with respect to the frequency of the Say-on-Pay vote.

How Executive Pay Decisions Are Made

        The vast majority of pay decisions at AbbVie are performance-based. Specific goals and targets are the foundation of our pay-for-performance process and this section describes how they apply to each pay component. It is important to note, however, that while our pay process is based on a comprehensive, multi-level review, it is not entirely formulaic. Some goals can be measured objectively against pre-determined financial results. Others take the form of the Committee's subjective assessment of success and progress against strategic objectives or leadership behaviors, which cannot be scored by numeric or formulaic application of measurable criteria. Consequently, while final pay decisions are guided by some specific, objective measures, the Committee, in consultation with its independent compensation consultant, also considers, at both the company and individual levels, a combination of objective and subjective measures in the overall assessment of performance and the pay decisions that result from that assessment. Discussion of the decision-making criteria for each pay component follows.

Peer Group

        To provide the appropriate context for executive pay decisions for 2013, the Committee, in consultation with its independent compensation consultant, assessed market practices and pay levels of two designated groups of comparable companies. In addition to competing for executive talent, the peer companies also operate complex business operations with significant global reach. The comparison groups for setting targets for compensation for 2013 were as follows:

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        Constituents of the Health Care Companies group generally are AbbVie's competitors for business and executive talent, and are companies the Committee believes represent our competitive market. Generally, constituents of the High-Performing Companies group have a five-year average return on equity of 18% or higher and are similar to AbbVie in terms of size, performance and/or scope of global operations. While the Committee expects to review these groups over time, it believes the peer groups described above are currently appropriate for making executive pay comparisons.

Base Pay

        Base pay must be competitive with the market from which our talent is obtained. Generally, base pay is established in a manner that references the median of the Health Care Companies group as an initial benchmark, but may be adjusted upon secondary reference to the High-Performing Companies group. Specific pay rates, however, are based on a named executive officer's profile, performance, experience, unique skills and internal equity with others at AbbVie. Once the rate of pay is set in this manner either at hire or upon promotion or transfer, subsequent changes in pay, including salary increases, when appropriate, are based on the named executive officer's performance, the job he or she is performing, internal equity and the company's operating budget. In this sense, base pay is performance-based as well as aligned with the individual's relative skills, experience and contributions.

Short-Term Incentives

        In 2013, AbbVie's named executive officers participated in the AbbVie 2013 Performance Incentive Plan ("PIP"). The PIP is intended to comply with the requirements of Internal Revenue Code Section 162(m) for performance-based compensation.

        Each year, the Committee establishes maximum award allocations for PIP participants as a percentage of consolidated net earnings. For 2013, the maximum award was .0015 of fiscal year-end adjusted consolidated net earnings for the Chief Executive Officer and .00075 of fiscal year-end adjusted consolidated net earnings for all of the other named executive officers. In 2013, the Committee exercised its discretion to deliver PIP awards that were below the maximum awards that are authorized in the plan.

        Assessments of performance against financial results consider the impact of specified adjustments or events, and the appropriateness of these adjustments is reviewed annually. In 2013, specified adjustments consisted of intangible asset amortization, separation costs, acquired in process research and development, and costs related to restructuring activities, as described in Exhibit 99.1 to AbbVie's Form 8-K filed on January 31, 2014.

        In making its determination regarding the actual award to all participants, the Committee considered pre-determined financial goals, individual goals and other strategic or leadership goals whose subjective assessment was not solely dictated by numeric or formulaic applications of measurable criteria. Moreover, while each participant had predetermined goals, the Committee also considered relative achievements or developments (in the company, marketplace and the global economy) that could not have been foreseen when individual goals were established.

        Goals specific to each named executive officer are described below.

Long-Term Incentives

        Long-term incentive targets are driven by two primary factors: first, the performance of each named executive officer and his or her relative contribution to the company's long-term success; and second, the company's short- and long-term returns to stockholders, as well as relative performance against financial and/or operating measures that drive stockholder returns, and performance against strategic objectives. Starting with the independent compensation consultant's recommendations

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regarding target or reference levels of appropriate long-term incentives by individual, the Committee determines grants for each named executive officer based on its objective and subjective assessment of performance, and progress against strategic milestones, as well as external factors which may have affected the individual's and/or company's performance.

        It is important to note that while the Committee may target pay levels for a group of named executive officers or a specific named executive officer at, higher than, or below a certain performance percentile that the independent compensation consultant may forecast, the actual awards are made without knowledge of the actual long-term incentive awards of competitors for the current performance period because some elements of competitors' actual performance and their actual compensation awards for the current performance period are unknown at the time of award. The independent compensation consultant's long-term incentive information always reflects prior performance periods, so it is impossible at the time of the award determination to predict precisely where actual pay decisions will place AbbVie's named executive officers relative to others.

        Awards for 2013 were based on the goals of AbbVie's long-term incentive program, the Committee's assessment of business performance, each individual's relative performance against his or her pre-determined goals, current outstanding awards held by the named executive officers and the recommendation of the independent compensation consultant to the Committee. After contemplating these factors, the Committee delivered long-term incentive awards to the named executive officers that were intended, in the aggregate, to reward for performance between the median and the 75^th percentile of the Health Care Companies group.

        Applying these standards, the Committee determined the equity award value for each named executive officer and made the awards reported in the "Summary Compensation Table" and the "2013 Grants of Plan-Based Awards" table. Further, AbbVie determined in 2013, based on market practice, advice from the Committee's independent compensation consultant and recommendations of institutional stockholders, that the long-term incentive awards for named executive officers should be in the form of 25 percent stock options and 75 percent performance-vesting shares.

        AbbVie's policy with respect to its annual equity award for all eligible employees, including the named executive officers, is to grant the award and set the grant price at the same time each year, at the Committee's regularly scheduled February meeting. These meeting dates generally are the third Thursday of February and are scheduled two years in advance.

        AbbVie's 2013 annual grant was dated and the grant price set on February 14, 2013. AbbVie's practice for setting the grant price is the average of the highest and lowest trading prices of a common share on the date of the grant (rounded up to the next even penny). The grant price for the 2013 annual grant was set at $35.88. The high, low and closing prices of an AbbVie common share on February 14, 2013 were $36.73, $35.01 and $36.57, respectively.

        In establishing criteria for performance-vesting shares, the Committee considers the recommendation of its independent compensation consultant, and the fact that the secondary comparison of the High-Performing Companies group is generally defined by five-year average return on equity of 18 percent or greater.

        Accordingly, performance-vesting shares granted in 2013 may vest over a period of up to five years, with not more than one-third of the award vesting in any one year, dependent upon the company achieving an annual return on equity threshold of 18 percent from continuing operations adjusted for specified items as described in the quarterly earnings releases. If the thresholds are met in three of the five years, 100 percent of the performance-vesting shares will vest. If the thresholds are missed in all five years, 100 percent of the performance-vesting shares will be forfeited. Outstanding restricted shares receive dividends at the same rate as all other stockholders.

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Discussion of Performance Goals and Results for Each Named Executive Officer

2013 Financial Goals

Other 2013 Goals

Richard A. Gonzalez

        Goals: Build investor confidence in the company and management; Drive exceptional business performance despite the loss of exclusivity of the lipid franchise; Successfully advance mid- and late- stage pipeline; Build the AbbVie brand identity with key stakeholders; Effect a successful transition from Abbott; Develop a strategic roadmap to drive top tier, sustainable long-term performance; Establish a strong, competent and engaged leadership team; Start the transformation of AbbVie's culture to a biopharmaceutical model; Transform/build a world class research and development organization; Drive strong employee engagement and motivation around the AbbVie mission and future prospects.

        Results: Mr. Gonzalez achieved the above goals in all material aspects.

Laura J. Schumacher

        Goals: Successfully continue to develop and implement strategies to effectively resolve key litigation matters; Achieve proprietary pharmaceutical pipeline enhancement objectives; Execute biologics strategic development initiatives; Support research and development initiatives per company strategy.

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        Results: Ms. Schumacher achieved the above goals in all material aspects.

William J. Chase

        Goals: Achieve proprietary pharmaceutical pipeline enhancement objectives; Execute biologics strategic development initiatives; Support research and development initiatives per company strategy.

        Results: Mr. Chase achieved the above goals in all material aspects.

Carlos Alban

        Goals: Achieve key product milestones; Secure pipeline assets for sourced innovation by the end of 2013; Advance existing pipeline assets by achieving key milestones; Achieve key milestones addressing strategic response to changing healthcare environment; Achieve commercial excellence by developing and executing global research plans that enhance market, customer and competitor insights.

        Results: Mr. Alban achieved the above goals in all material aspects.

Timothy J. Richmond

        Goals: Support research and development initiatives per company strategy; Secure key strategic pipeline assets for sourced innovation; Support the creation of AbbVie's culture; Build AbbVie's human resources services strategy.

        Results: Mr. Richmond achieved the above goals in all material aspects.

2013 Goal Performance and Executive Pay Decisions

        The individual goals described above were determined at the beginning of 2013 as part of AbbVie's annual performance and compensation planning process. The Committee considered, at both company and individual levels, achievement with respect to these goals, as well as the performance of the individual overall with respect to all matters not specifically defined in the pre-determined goals, including leadership behaviors and other individual contributions to AbbVie's performance on a qualitative basis. Additionally, the Committee may also consider unforeseen circumstances or developments in the company, the marketplace and/or the global economy that may have affected performance.

        For each named executive officer, a target bonus amount is set as follows:

        Base Salary * Target Bonus Percentage = Target Bonus Amount

To determine each individual's annual bonus, the Committee considered the named executive officer's target bonus amount and made its final determination of the appropriate award at, above or below the target bonus amount, considering all of the factors as described above, and in consultation with its independent compensation consultant. While the review is comprehensive, it is not solely formulaic.

        In each individual named executive officer's case there were multiple levels of review of the proposed 2013 bonus award. For the Chief Executive Officer, the Committee and its independent compensation consultant reviewed the proposed bonus award. For the other named executive officers, AbbVie's Chief Executive Officer, the Committee and its independent compensation consultant reviewed the proposed awards.

        Actual bonuses generally were above the target based on a comprehensive review of individual and corporate performance by the Committee and its independent compensation consultant.

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Richard A. Gonzalez

        Effective February 20, 2014, Mr. Gonzalez was awarded a 2013 annual bonus of $3,300,000, which was above his target bonus of 200 percent of base pay. Effective February 14, 2013, he received long-term incentives, including a 526,430 share stock option grant and a 257,720 share performance-vesting restricted stock award.

Laura J. Schumacher

        Effective February 20, 2014, Ms. Schumacher was awarded a 2013 annual bonus of $1,290,000, which was above her target bonus of 110 percent of base pay. Effective February 14, 2013, she received long-term incentives, including a 145,510 share stock option grant and a 71,230 share performance-vesting restricted stock award.

William J. Chase

        Effective February 20, 2014, Mr. Chase was awarded a 2013 annual bonus of $1,100,000, which was above his target bonus of 105 percent of base pay. Effective February 14, 2013, he received long-term incentives, including a 115,830 share stock option grant and a 56,700 share performance-vesting restricted stock award.

Carlos Alban

        Effective February 20, 2014, Mr. Alban was awarded a 2013 annual bonus of $1,030,000, which was above his target bonus of 105 percent of base pay. Effective February 14, 2013, he received long-term incentives, including a 115,830 share stock option grant and a 56,700 share performance-vesting restricted stock award.

Timothy J. Richmond

        Effective February 20, 2014, Mr. Richmond was awarded a 2013 annual bonus of $525,000, which was above his target bonus of 90 percent of base pay. Effective February 14, 2013, he received long-term incentives, including a 87,040 share stock option grant and an 42,610 share performance-vesting restricted stock award.

Post-Termination and Other Benefits

        Each of the benefits described below supports the company's objective of providing a market competitive total rewards program. Individual benefits do not directly affect decisions regarding other benefits or pay components, except to the extent that all benefits and pay components must, in aggregate, be competitive, as previously discussed.

Retirement Benefits

        In 2013, the named executive officers participated in the AbbVie Pension Plan and the AbbVie Supplemental Pension Plan. These plans are described in greater detail in the section of this proxy statement captioned "Pension Benefits."

        Since Supplemental Pension Plan benefits cannot be secured in a manner similar to qualified plan benefits, which are held in trust, named executive officers receive an annual cash payment equal to the increase in the present value of their Supplemental Pension Plan benefit. Named executive officers have the option of depositing these annual payments into an individually established grantor trust, net of tax withholdings. Deposited amounts may be credited with the difference between the named executive officer's actual annual trust earnings and the rate used to calculate trust funding (currently 8 percent). Amounts deposited in the individual trusts are not tax deferred. Further, named executive

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officers do not receive tax gross-ups on their grantor trusts. The manner in which the grantor trust will be distributed to a named executive officer upon retirement from the company generally follows the manner elected by the named executive officer under the AbbVie Pension Plan. If a named executive officer (or the named executive officer's spouse, depending upon the pension distribution method elected by the named executive officer under the AbbVie Pension Plan) lives beyond the actuarial life expectancy age used to determine the Supplemental Pension Plan benefit, and therefore exhausts the trust balance, the Supplemental Pension Plan benefit will be paid to the named executive officer (or his or her spouse) by AbbVie.

Deferred Compensation

        Named executive officers of the company, like all U.S. employees, are eligible to defer a portion of their annual base salary to the AbbVie Savings Plan, the company's qualified savings plan, up to the IRS contribution limits. Named executive officers are also eligible to defer up to 18 percent of their base salary, less contributions to the AbbVie Savings Plan, to a non-qualified deferred compensation plan. Up to 100 percent of annual bonus awards earned by the named executive officers are also eligible for deferral to the non-qualified deferred compensation plan. Named executive 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. Named executive officers do not receive tax gross-ups on their grantor trusts. Named executive 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. These arrangements are described in greater detail in this proxy statement beginning with the section captioned "Summary Compensation Table."

Change in Control Arrangements

        AbbVie's named executive 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 to protect the earned benefits of the named executive officers 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 section of this proxy statement captioned "Potential Payments upon Termination or Change in Control."

Financial Planning

        Named executive officers are eligible for up to $10,000 of annual costs associated with estate planning advice, tax preparation and general financial planning fees. If a named executive officer chooses to utilize this benefit, fees for services received up to the annual allocation amount are paid by the company and are treated as imputed income to the named executive officer, who then is responsible for payment of all taxes due on the fees paid by the company.

Company-Provided Transportation

        Named executive officers are eligible for transportation perquisites that are designed to improve the effectiveness and efficiency of their work, including the use of a company-leased vehicle and access to company-provided air travel. In some cases, these benefits may be used for personal use, which would then be considered part of the named executive officer's total compensation and treated as taxable income under applicable tax laws.

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Disability Benefit

        In addition to AbbVie's standard disability benefits, the named executive officers are eligible for a monthly long-term disability benefit, which is described in greater detail in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control."

Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies

        AbbVie's stock ownership guidelines are designed to further promote sustained stockholder return and to ensure the company's senior executives remain focused on both short- and long-term objectives. Each senior executive has five years from the date of election or appointment to his or her position to achieve the ownership level associated with the position. The minimum stock ownership guidelines are AbbVie stock valued at six times base salary for the Chairman and Chief Executive Officer and three times base salary for Executive and Senior Vice Presidents. AbbVie directors are required to own AbbVie stock valued at four times the annual fee for service as a director under the AbbVie Non-Employee Directors' Fee Plan within five years of joining the board or as soon as practicable thereafter.

        As provided in the Incentive Stock Program, no award may be assigned, alienated, sold or transferred other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as permitted by the Committee for estate planning purposes, and no award and no right under any award may be pledged, alienated, attached or otherwise encumbered. All members of senior management, including the company's named executive officers and certain other employees, are required to clear any transaction involving company stock with the General Counsel prior to entering into such transaction.

        In 2013, AbbVie reiterated its position with respect to such transactions, instituting a formal policy prohibiting directors and officers subject to Section 16 of the Exchange Act, including all of the named executive officers, from entering into or engaging in the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold. AbbVie also instituted a formal policy prohibiting directors and officers subject to Section 16 of the Exchange Act, including all of the named executive officers, from pledging AbbVie common stock as collateral for a loan.

Compensation Committee Report

        The compensation committee of the board of directors is primarily responsible for reviewing, approving and overseeing AbbVie's compensation plans and practices, and works with management and the Committee's independent compensation consultant to establish AbbVie's executive compensation philosophy and programs. The Committee reviewed and discussed the Compensation Discussion and Analysis with management and recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

        E. Liddy, Chairman, R. Austin, G. Tilton, and F. Waddell

Compensation Risk Assessment

        During 2013, AbbVie conducted a risk assessment of its compensation policies and practices, including those related to its executive compensation programs for its named executive officers. AbbVie's risk assessment included a qualitative and quantitative analysis of its executive compensation and benefit programs. AbbVie also considered how these programs compare, from a design perspective, to programs maintained by other companies. Based on this assessment, AbbVie determined that its

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executive compensation and benefit programs appropriately incentivize employees and any risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on AbbVie. The following factors were among those considered in making this determination:

•

AbbVie's compensation structure contributes to a corporate culture that encourages our named executive officers to regard AbbVie as a career employer. For example, AbbVie sponsors a defined benefit pension plan. Equity awards (discussed in more detail below) also vest over multi-year periods. Both programs encourage AbbVie's named executive officers to consider the long-term impact of their decisions and align their interests with those of AbbVie's stockholders.



•

AbbVie's annual incentive program places an appropriate weighting on earnings achievement by balancing it with other factors. Since earnings are a key component of stock price performance, this aspect of AbbVie's compensation plan also promotes alignment with stockholder interests.



•

AbbVie's long-term incentive program focuses named executive officers on longer-term operating performance and stockholder returns. In 2013, AbbVie's named executive officers received roughly two-thirds of their total compensation in the form of long-term equity incentives (25% of which are stock options that vest over a multi-year period, and 75% of which are performance awards that vest over a period of up to five years with not more than one-third of the award vesting in any one year). AbbVie's named executive officers do not receive any of their long-term incentive compensation in cash.



•

AbbVie makes equity awards and sets grant prices at the same time each year, at the compensation committee's regularly scheduled meeting in February. In addition, AbbVie does not award discounted stock options or immediately vesting equity awards.



•

AbbVie has robust stock ownership guidelines for its senior executives, which promotes alignment with stockholder interests.



•

AbbVie's compensation committee has the ability to exercise downward discretion in determining annual incentive plan payouts. In 2013, the compensation committee exercised its discretion to deliver annual incentive plan awards below the maximum amounts allowable according to the plan formula.



•

AbbVie requires mandatory training on its code of conduct and policies and procedures to educate its employees on appropriate behaviors and the consequences of taking inappropriate actions.



•

AbbVie does not include certain pay design features that may have the potential to encourage excessive risk-taking, such as: over-weighting toward annual incentives, highly leveraged payout curves, unreasonable thresholds or dramatic changes in payout opportunity at certain performance levels that may encourage inappropriate short-term business decisions to meet payout thresholds.

        This assessment was discussed with the compensation committee and its independent compensation consultant.

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Summary Compensation Table

        This section contains compensation information for AbbVie's named executive officers for the fiscal year ended December 31, 2013. Because each of AbbVie's named executive officers was employed by Abbott Laboratories ("Abbott") prior to AbbVie's separation from Abbott on January 1, 2013, the information provided for periods prior to January 1, 2013 reflects compensation earned at Abbott and the design and objectives of Abbott executive compensation programs. All references in the following tables to stock options, restricted stock and restricted stock units granted prior to January 1, 2013 relate to awards granted by Abbott in respect of Abbott common shares. Pursuant to the Employee Matters Agreement dated December 31, 2012 by and between AbbVie and Abbott, these equity awards, other than performance-based restricted shares granted to named executive officers on December 1, 2012, were converted into awards in respect of AbbVie common stock and awards in respect of Abbott common shares reflecting the respective post-Separation values of AbbVie and Abbott. The performance-based restricted shares granted to named executive officers on December 1, 2012 were converted entirely into performance-based awards of restricted AbbVie common stock.

        The following table summarizes compensation awarded to, earned by, or paid to AbbVie's named executive officers in connection with their service to AbbVie during 2013 and, as applicable, to Abbott before 2013. Mr. Richmond was not a named executive officer before 2013. The section of this proxy statement captioned "Compensation Discussion and Analysis—How Executive Pay Decisions Are Made" describes in greater detail the information reported in this table.

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2013 Grants of Plan-Based Awards

        The following table summarizes the AbbVie equity awards granted under the AbbVie 2013 Incentive Stock Program to the named executive officers during 2013.⁽¹⁾

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2013 Outstanding Equity Awards at Fiscal Year-End

        The following table summarizes the outstanding AbbVie equity awards held by the named executive officers at year-end.

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