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ABBV > SEC Filings for ABBV > Form 8-K on 10-May-2013All Recent SEC Filings

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Form 8-K for ABBVIE INC.


10-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

John M. Leonard, Senior Vice President, Chief Scientific Officer, has informed AbbVie Inc. (the "Company") that he will be retiring from the Company in the next few months and will be involved in the transition process for naming his successor.

As described below in Item 5.07, on May 6, 2013, the Company's stockholders approved the AbbVie 2013 Incentive Stock Program (the "2013 Program") at the Annual Meeting of Stockholders. The material terms of the 2013 Program are summarized in pages 49 to 55 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 15, 2013 (the "Proxy Statement"), and such summary is incorporated herein by reference. The summary of the 2013 Program is qualified in its entirety by reference to the 2013 Program, which is Exhibit A to the Proxy Statement.



Item 5.07. Submissions of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 6, 2013. 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 2016, as follows:

Name                          For         Withheld    Broker Non-Votes
William H. L. Burnside   1,110,404,640   20,814,097        214,074,144
Edward J. Rapp           1,123,248,627    7,970,110        214,074,144
Roy S. Roberts           1,111,102,368   20,116,369        214,074,144

(2) The stockholders ratified the appointment of Ernst & Young LLP as AbbVie's auditors, as follows:

For Against Abstain
1,337,139,834 6,072,966 2,080,081

(3) The stockholders approved, on an advisory basis, the compensation of AbbVie's named executive officers listed in the proxy statement for the 2013 annual meeting, as follows:

For Against Abstain Broker Non-Votes 1,082,508,374 41,656,780 7,053,583 214,074,144

(4) The stockholders approved, on an advisory basis, the Board of Directors recommendation that AbbVie present stockholders with the opportunity to vote annually on the compensation awarded to its named executive officers, as follows:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 904,162,035 7,496,025 209,007,261 10,553,416 214,074,144


In accordance with the Board of Directors recommendation and based on the results of the vote reported above, the Board of Directors has determined that AbbVie will hold an annual advisory vote on the compensation of the named executive officers listed in the proxy statement for its Annual Meeting of Stockholders.

(5) The stockholders approved the AbbVie 2013 Incentive Stock Program, as follows:

For Against Abstain Broker Non-Votes 1,063,168,479 58,460,926 9,589,332 214,074,144


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