Company Update

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): March 12, 2021   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 0.500% Senior Notes due 2021   ABBV21C   New York Stock Exchange 1.500% Senior Notes due 2023   ABBV23B   New York 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. ¨           Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans   On February 26, 2021, the administrator of the AbbVie Savings Plan (the “Savings Plan”) and the AbbVie Puerto Rico Savings Plan (the “PR Savings Plan”) (collectively, the “Plans,” and each, individually, a “Plan”) provided notice to Plan participants pursuant to Section 101(i)(2) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under the Plans (the “Blackout Period”). The Blackout Period is required because the Plans are undergoing administrative changes, including a recordkeeper change for the Plans, a trustee change for the Savings Plan, and a custodian change for the PR Savings Plan.   During the Blackout Period, Plan participants will be unable to engage in transactions involving the assets held in their Plan accounts, including changing contribution rates, directing or diversifying investments (including investments in AbbVie Inc. common stock), and obtaining Plan loans, withdrawals, and distributions.   As described more fully in the notice, the Blackout Period is expected to begin on March 29, 2021 at 3:00 p.m. CT and expected to end the week of April 11, 2021. During the Blackout Period and for two years after the Blackout Period end date, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the Blackout Period by submitting a request to AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064, Attn: Division Counsel, Securities, Finance and Governance; (847) 938-6166.   On March 12, 2021, the registrant sent a notice to its directors and executive officers (the “Notice”) informing them of the Blackout Period and the restrictions on trading in AbbVie Inc. common stock (including with respect to derivatives) that apply to them during the Blackout Period pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.   Item 9.01 Financial Statements and Exhibits   Exhibit No. Exhibit     99.1 Notice provided to directors and executive officers of AbbVie Inc. on March 12, 2021. 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).   2     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: March 12, 2021 By: /s/ Timothy J. Richmond   Name: Timothy J. Richmond   Title: Executive Vice President, Chief Human Resources Officer   3   Common Stock, $0.01 Par Value ABBV