Shareholder Vote

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 6, 2022   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 1.500% 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 5.07 Submission of Matters to a Vote of Security Holders.   AbbVie Inc. (“AbbVie”) held its Annual Meeting of Stockholders on May 6, 2022. The following is a summary of the matters voted on at that meeting.   (1) The stockholders elected AbbVie’s Class I Directors with terms expiring in 2025, as follows:   Name   For   Against   Broker Non-Votes William H. L. Burnside   1,192,356,325   39,395,112   259,540,346 Thomas C. Freyman   1,197,976,130   33,775,307   259,540,346 Brett J. Hart   1,192,330,735   39,420,702   259,540,346 Edward J. Rapp   1,133,656,046   98,095,391   259,540,346   (2) The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2022, as follows:   For   Against   Abstain     1,478,250,755   9,770,581   3,270,447       (3) The stockholders approved, on an advisory basis, the compensation of AbbVie’s named executive officers listed in the proxy statement for the 2022 annual meeting, as follows:   For   Against   Abstain   Broker Non-Votes 1,096,289,157   128,833,558   6,628,722   259,540,346   (4) 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 1,218,279,066   8,897,735   4,574,636   259,540,346   (5) The stockholders did not approve a stockholder proposal to adopt a policy to require an independent chair, as follows:   For   Against   Abstain   Broker Non-Votes 371,759,169   854,161,715   5,830,553   259,540,346   (6) The stockholders approved a stockholder proposal to seek shareholder approval of certain termination pay arrangements, as follows:   For   Against   Abstain   Broker Non-Votes 617,084,685   608,049,472   6,617,280   259,540,346   (7) The stockholders did not approve a stockholder proposal to issue a report on board oversight of competition practices, as follows:   For   Against   Abstain   Broker Non-Votes 404,279,676   810,098,505   17,373,256   259,540,346   (8) The stockholders did not approve a stockholder proposal to issue an annual report on political spending, as follows:   For   Against   Abstain   Broker Non-Votes 484,276,406   740,658,343   6,816,668   259,540,346       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 11, 2022 By: /s/ Laura J. Schumacher       Laura J. Schumacher       Vice Chairman, External Affairs, Chief Legal Officer, and Corporate Secretary