AbbVie 8-K 2026-05-08

Filed 2026-05-12. 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): May 8, 2026

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
NYSE Texas
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. ¨

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

AbbVie held its 2026 Annual Meeting of Stockholders on May 8, 2026. The following is a summary of the matters voted on at that meeting.

(1)The stockholders elected AbbVie’s Class II directors with terms expiring in 2029, as follows:
NameForAgainstAbstainBroker Non-Votes
Jennifer L. Davis1,216,558,75489,839,3292,680,369239,399,581
Melody B. Meyer1,284,771,57822,470,0741,836,800239,399,581
Robert A. Michael1,221,224,37085,865,8521,988,230239,399,581
Frederick H. Waddell1,225,237,82581,747,0332,093,594239,399,581
(2)The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2026, as follows:
ForAgainstAbstain
1,522,575,01223,766,5642,136,457
(3)The stockholders approved, on an advisory basis, the compensation of AbbVie’s named executive officers, as follows:
ForAgainstAbstainBroker Non-Votes
1,228,615,74569,336,35911,126,348239,399,581
(4)The stockholders did not approve the management proposal regarding amendment of the certificate of incorporation to eliminate supermajority voting, as follows:
ForAgainstAbstainBroker Non-Votes
1,290,990,02314,896,1193,192,310239,399,581
(5)The stockholders did not approve a stockholder proposal to adopt a policy to require an independent chair, as follows:
ForAgainstAbstainBroker Non-Votes
515,626,009787,253,9706,198,473239,399,581

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 12, 2026By:/s/ Perry C. Siatis
Perry C. Siatis
Executive Vice President, General Counsel and Secretary