8-KThe WireRoutine
Shareholder Vote
Filed May 2, 2023 · 3y ago · Accession 0001104659-23-054706
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗Common Shares, Without Par Value
ABT
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
April 28, 2023
Date of Report (Date of earliest event reported)
ABBOTT LABORATORIES
(Exact name of registrant as specified in
charter)
Illinois
1-2189
36-0698440
(State or other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)
100 Abbott Park Road
Abbott Park , Illinois 60064-6400
(Address of principal executive offices)(Zip
Code)
Registrant’s telephone number, including
area code: ( 224 ) 667-6100
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
Common
Shares, Without Par Value
ABT
New
York Stock Exchange
Chicago
Stock Exchange, Inc.
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.
Abbott held its Annual Meeting of Shareholders on April 28, 2023. The
following is a summary of the matters voted on at that meeting.
(1) The shareholders elected Abbott’s entire Board of Directors. The persons elected to Abbott’s Board of Directors and the
number of shares cast for, the number against, the number abstaining, and the number of broker non-votes, with respect to each of these
persons, were as follows:
Name
Votes For
Votes Against
Abstain
Broker Non-Votes
Robert J. Alpern, M.D.
1,300,233,845
40,999,800
2,550,022
179,678,846
Claire Babineaux-Fontenot
1,332,221,117
9,143,433
2,419,117
179,678,846
Sally E. Blount, Ph.D.
1,313,562,636
27,670,360
2,550,671
179,678,846
Robert B. Ford
1,237,921,513
98,282,136
7,580,018
179,678,846
Paola Gonzalez
1,328,031,021
13,237,327
2,515,319
179,678,846
Michelle A. Kumbier
1,317,451,283
23,688,351
2,644,033
179,678,846
Darren W. McDew
1,325,003,048
16,239,864
2,540,755
179,678,846
Nancy McKinstry
1,011,927,390
329,238,357
2,617,920
179,678,846
Michael G. O’Grady
1,334,239,902
7,000,568
2,543,197
179,678,846
Michael F. Roman
1,315,610,421
252,575,883
2,597,363
179,678,846
Daniel J. Starks
1,301,202,274
40,033,804
2,547,589
179,678,846
John G. Stratton
967,449,428
373,674,636
2,659,603
179,678,846
(2) The shareholders ratified the appointment of Ernst & Young LLP as Abbott’s auditors. The number of shares cast in favor
of the ratification of Ernst & Young LLP, the number against, the number abstaining, and the number of broker non-votes were as follows:
For
Against
Abstain
Broker Non-Votes
1,505,489,277
13,849,792
4,123,444
0
(3) The shareholders approved the compensation of Abbott’s named executive officers listed in the proxy statement for the Annual
Meeting, with 90.01 percent of the votes cast voting “For” the proposal. The shareholder vote is advisory and non-binding.
The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as
follows:
For
Against
Abstain
Broker Non-Votes
1,209,481,630
126,986,023
7,316,014
179,678,846
(4) The shareholders voted to approve Abbott’s Board of Directors’ recommendation that Abbott present shareholders with the
opportunity to vote on the compensation awarded to its named executive officers annually, with 97.86 percent of the votes cast voting
“1 Year” for the proposal. The shareholder vote is advisory and non-binding. The number of shares cast in favor of holding
the vote annually, every two years or every three years, the number abstaining, and the number of broker non-votes were as follows::
Annual
Every Two Years
Every Three Years
Abstain
Broker Non-Votes
1,315,122,068
2,786,024
20,535,518
5,340,057
179,678,846
(5) The shareholders rejected a shareholder proposal to lower the ownership threshold for calling special meetings of shareholders, with
4.26 percent of the votes cast voting “For” the proposal. The number of shares cast in favor of the shareholder proposal,
the number against, the number abstaining, and the number of broker non-votes were as follows:
For
Against
Abstain
Broker Non-Votes
57,301,192
1,263,777,321
22,705,154
179,678,846
(6) The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy that the Board Chairman
be an independent director, with 30.46 percent of the votes cast voting “For” the proposal. The number of shares cast in favor
of the shareholder proposal, the number against, the number abstaining, and the number of broker non-votes were as follows:
For
Against
Abstain
Broker Non-Votes
409,310,217
929,751,192
4,722,258
179,678,846
(7) The shareholders rejected a shareholder proposal that Abbott’s Board of Directors prepare a report, to be updated annually,
disclosing Abbott’s lobbying policies, procedures, and expenditures, with 22.97 percent of the votes cast voting “For”
the proposal. The number of shares cast in favor of the shareholder proposal, the number against, the number abstaining, and the number
of broker non-votes were as follows:
For
Against
Abstain
Broker Non-Votes
308,723,008
1,021,514,862
13,545,797
179,678,846
(8) The shareholders rejected a shareholder proposal that Abbott’s Board of Directors adopt a policy that no financial performance
metric shall be adjusted to exclude legal or compliance costs when evaluating performance for the purpose of senior executive compensation,
with 14.44 percent of the votes cast voting “For” the proposal. The number of shares cast in favor of the shareholder proposal,
the number against, the number abstaining, and the number of broker non-votes were as follows:
For
Against
Abstain
Broker Non-Votes
194,062,534
1,143,000,240
6,720,893
179,678,846
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.
ABBOTT LABORATORIES
Date: May 2, 2023
By:
/s/ Robert E. Funck, Jr.
Robert E. Funck, Jr.
Executive Vice President, Finance and Chief Financial Officer
Filing details
- Company
- ABBOTT LABORATORIES
- Ticker
- ABT
- CIK
- 1800
- Form type
- 8-K
- Filing date
- May 2, 2023
- Report date
- Apr 28, 2023
- Document
- tm2314308d1_8k.htm
- Size
- 286 KB