8-KThe WireRed Alert
Executive Change · Reg FD Disclosure
Filed Feb 14, 2025 · 1y ago · Accession 0001104659-25-013467
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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
Date of Report (Date of earliest event
reported): February 13, 2025
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
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 Arrangement of Certain Officers.
On February 13, 2025, the Board of Directors
(the “Board”) of AbbVie Inc. (the “Company”) unanimously elected Robert A. Michael to succeed Richard A. Gonzalez
as the Company’s Chairman, effective July 1, 2025. Mr. Gonzalez, who has served as Chairman since the Company’s
formation in 2013, will retire from the Board, effective July 1, 2025. Mr. Michael is the Company’s current Chief Executive
Officer, as well as a director on the Board.
On February 13,
2025, Glenn F. Tilton informed the Company of his decision to retire as a director, effective July 1, 2025 .
Item 7.01
Regulation FD Disclosure.
On February 14, 2025, the Company issued a
press release announcing the appointment of Mr. Michael as Chairman, effective July 1, 2025. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in
this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing .
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
Exhibit
99.1
Press release issued
by AbbVie Inc. on February 14, 2025.
104
The cover page from this
Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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.
By:
/s/ Perry C. Siatis
Date: February 14, 2025
Name:
Perry C. Siatis
Title:
Executive Vice President,
General Counsel and Secretary
Filing details
- Company
- AbbVie Inc.
- Ticker
- ABBV
- CIK
- 1551152
- Form type
- 8-K
- Filing date
- Feb 14, 2025
- Report date
- Feb 13, 2025
- Document
- tm256372d1_8k.htm
- Size
- 307 KB