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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.

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
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