AbbVie 8-K 2024-09-06

Filed 2024-09-10. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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): September 6, 2024

ABBVIE INC.

(Exact name of registrant as specified in its charter)

Delaware001-3556532-0375147
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueABBVNew York Stock Exchange Chicago Stock Exchange
0.750% Senior Notes due 2027ABBV27New York Stock Exchange
2.125% Senior Notes due 2028ABBV28New York Stock Exchange
2.625% Senior Notes due 2028ABBV28BNew York Stock Exchange
2.125% Senior Notes due 2029ABBV29New York Stock Exchange
1.250% Senior Notes due 2031ABBV31New 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 ValueABBV

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 6, 2024, the Board of Directors of AbbVie Inc. (the “Company”) approved an amendment and restatement of the Company’s By-laws (the “Third Amended and Restated By-laws”), effective as of such date.

The amendments set forth in the Third Amended and Restated By-laws, (1) update the address of Company’s registered agent, and (2) delete section 2.13(D)(iv) in its entirety. Company is the defendant in a stockholder class action complaint challenging the lawfulness of Section 2.13(D)(iv). Company believes the provision is lawful but no longer has any practical value to the Company. Accordingly, Company does not believe defending this provision is the best use of company resources.

The foregoing summary of the Third Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated By-laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Exhibit
3.1Third Amended and Restated By-laws of AbbVie Inc. adopted September 6, 2024.
104The 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.
Date:September 10, 2024By:/s/ Perry C. Siatis
Perry C. Siatis
Executive Vice President, General
Counsel and Secretary