UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 9, 2025, AbbVie Inc. (“AbbVie”) expanded the size of its Board of Directors (the “Board”) from fourteen directors to fifteen directors and appointed Thomas J. Falk as a Class III director. Mr. Falk was previously the Chairman and Chief Executive Officer of Kimberly-Clark Corporation. Mr. Falk has been appointed to the Audit Committee. The Board affirmatively determined that Mr. Falk is an “independent director” under each of the standards set forth in section 303A.02 of the New York Stock Exchange Listed Company Manual and AbbVie’s governance guidelines and director independence guidelines. Mr. Falk will be entitled to compensation as an independent director as disclosed in Exhibit 10.5 to AbbVie’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. The Board also determined that the size of the Board will decrease from fifteen directors to thirteen directors upon the retirement of Richard A. Gonzalez and Glenn F. Tilton from the Board, effective July 1, 2025.
On February 14, 2025, AbbVie filed a Form 8-K to announce that the Board elected Robert A. Michael to succeed Mr. Gonzalez as the Company’s Chairman, effective July 1, 2025. On May 8, 2025, the Compensation Committee approved a change to Mr. Michael’s compensation in recognition of his new responsibilities as Chairman. Mr. Michael’s annual bonus target for 2025 will be 165% of his base salary.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
AbbVie held its 2025 Annual Meeting of Stockholders on May 9, 2025. The following is a summary of the matters voted on at that meeting.
| (1) | The stockholders elected AbbVie’s Class I directors with terms expiring in 2028, as follows: |
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||
| William H.L. Burnside | 1,219,911,544 | 63,608,245 | 2,130,012 | 242,314,197 | ||||||||
| Thomas C. Freyman | 1,208,501,938 | 75,272,385 | 1,875,478 | 242,314,197 | ||||||||
| Brett J. Hart | 1,246,674,074 | 35,896,110 | 3,079,617 | 242,314,197 | ||||||||
| Edward J. Rapp | 1,214,370,997 | 69,034,921 | 2,243,883 | 242,314,197 |
| (2) | The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2025, as follows: |
| For | Against | Abstain | ||
| 1,498,390,498 | 27,184,089 | 2,389,411 |
| (3) | The stockholders approved, on an advisory basis, the compensation of AbbVie’s named executive officers, as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
1,196,778,926 |
78,389,723 |
10,481,152 | 242,314,197 |
| (4) | 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 | |||
1,268,655,240 |
13,317,523 | 3,677,038 |
242,314,197 |
| (5) | The stockholders did not approve a stockholder proposal to implement simple majority voting, as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
629,404,864 |
646,785,440 |
9,459,497 | 242,314,197 |
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 12, 2025 | By: | /s/ Perry C. Siatis |
| Perry C. Siatis | |||
| Executive Vice President, General Counsel and Secretary | |||