Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549       FORM 8-K/A (AMENDMENT NO. 1)   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): February 14, 2024   ABBVIE INC. (Exact name of registrant as specified in its charter)   Delaware   001-35565   32-0375147 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)         1 North Waukegan Road North Chicago , Illinois 60064-6400 (Address of principal executive offices)(Zip Code)    Registrant’s telephone number, including area code: ( 847 ) 932-7900   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 Stock, $0.01 Par Value   ABBV   New York Stock Exchange Chicago Stock Exchange 1.375% Senior Notes due 2024   ABBV24   New York Stock Exchange 1.250% Senior Notes due 2024   ABBV24B   New York Stock Exchange 0.750% Senior Notes due 2027   ABBV27   New York Stock Exchange 2.125% Senior Notes due 2028   ABBV28   New York Stock Exchange 2.625% Senior Notes due 2028   ABBV28B   New York Stock Exchange 2.125% Senior Notes due 2029   ABBV29   New York Stock Exchange 1.250% Senior Notes due 2031   ABBV31   New York Stock Exchange   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. ¨   Common Stock, $0.01 Par Value ABBV         Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On February 20, 2024, AbbVie Inc. (“AbbVie”) filed a Form 8-K to announce that the Board of Directors (the “Board”) selected Robert A. Michael to succeed Richard A. Gonzalez as AbbVie’s Chief Executive Officer (CEO), effective July 1, 2024 (the “Effective Date”). Upon the Effective Date, Mr. Michael will become a member of the Board as a Class II director and Mr. Gonzalez will become Executive Chairman of the Board.   On May 2, 2024, the Board approved Mr. Michael's new compensation package as CEO, as of the Effective Date, as follows:   · Mr. Michael will receive an annual base salary of $1,700,000. · Mr. Michael will continue to be eligible to participate in AbbVie’s Performance Incentive Plan or any successor annual bonus plan with a target bonus equal to 150% of his base salary, subject to the attainment of one or more pre-established performance targets.   Mr. Gonzalez’s new compensation package as Executive Chairman was also approved as follows:   · Mr. Gonzalez will receive an annual base salary of $1,500,000. · Mr. Gonzalez will continue to be eligible to participate in AbbVie’s Performance Incentive Plan or any successor annual bonus plan with a target bonus equal to 140% of his base salary, subject to the attainment of one or more pre-established performance targets.   Item 5.07 Submission of Matters to a Vote of Security Holders.   AbbVie held its 2024 Annual Meeting of Stockholders on May 3, 2024. 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 2027, as follows:   Name   For     Against     Abstain     Broker Non-Votes   Roxanne S. Austin   1,195,661,209     77,171,745     2,198,609     245,929,517   Richard A. Gonzalez   1,174,460,841     94,950,345     5,620,377     245,929,517   Susan E. Quaggin   1,264,358,441     8,524,362     2,148,760     245,929,517   Rebecca B. Roberts   1,223,837,505     48,797,905     2,396,153     245,929,517   Glenn F. Tilton   1,171,160,370     101,200,449     2,670,744     245,929,517     (2) The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2024, as follows:   For     Against     Abstain   1,492,584,834     25,439,349     2,936,897     (3) The stockholders approved, on an advisory basis, the compensation of AbbVie’s named executive officers, as follows:   For     Against     Abstain     Broker Non-Votes   1,169,920,693     96,635,849     8,475,021     245,929,517           (4) The stockholders approved, on an advisory basis, the frequency of the vote to approve the compensation of AbbVie’s named executive officers, as follows:   1 Year     2 Years     3 Years     Abstain     Broker Non-Votes   1,245,324,966     4,703,272     18,046,245     6,957,080     245,929,517     The Board had recommended a vote for holding future say on pay votes on an annual basis. In light of the voting result, AbbVie has determined to hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes, which is required to occur no later than AbbVie’s 2030 Annual Meeting of Stockholders.   (5) 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   1,249,248,243     21,439,823     4,343,497     245,929,517     (6) The stockholders did not approve a stockholder proposal to implement simple majority voting, as follows:   For     Against     Abstain     Broker Non-Votes   623,935,599     644,183,358     6,912,606     245,929,517     (7) The stockholders did not approve a stockholder proposal to issue an annual report on lobbying, as follows:   For     Against     Abstain     Broker Non-Votes   341,147,876     920,953,722     12,929,965     245,929,517     (8) The stockholders did not approve a stockholder proposal to issue an annual report on patent process, as follows:   For     Against     Abstain     Broker Non-Votes   315,426,248     941,651,498     17,953,817     245,929,517           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 8, 2024 By: /s/ Perry C. Siatis       Perry C. Siatis       Executive Vice President, General Counsel and Secretary