Independent
Tenure on this board
2.6 yrs
4 nominees · 5 ballot items.
Elect four Class II directors; ratify Ernst & Young LLP as independent auditor; advisory approval of executive compensation (Say on Pay); management proposal to amend the Certificate of Incorporation to eliminate supermajority voting; stockholder proposal to adopt a policy requiring an independent Board Chair.
Elect four Class II directors to hold office until the 2029 Annual Meeting or until their successors are elected.
Ratify the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2026.
You are being asked to ratify Ernst & Young LLP as the company's independent registered public accounting firm for 2026; management cites EY’s long tenure since 2013, the audit committee’s oversight and belief that retention serves stockholder interests, and notes EY’s role in auditing AbbVie’s financial statements, internal controls, and statutory audits. The audit committee retains authority over appointment and will consider stockholder feedback if the proposal is not ratified; representatives will attend the meeting.
Non-binding advisory vote to approve the compensation of AbbVie’s named executive officers.
This advisory (non-binding) proposal requests stockholder approval of the company’s named executive officer compensation as disclosed in the proxy. Management and the compensation committee recommend a 'FOR' vote, arguing the program aligns pay with performance, ties a substantial majority of NEO compensation to performance-based incentives, uses a balanced set of metrics (short- and long-term), includes robust governance features like clawbacks and no tax gross-ups, and is informed by stockholder engagement. The Board will consider vote results in future decisions.
Amend and restate the Certificate of Incorporation to remove supermajority voting provisions so future amendments to certain charter and by-law provisions require a simple majority instead of an 80% vote.
This management proposal asks stockholders to approve an amendment and restatement of Articles VIII and XI of AbbVie’s Certificate of Incorporation to remove existing 80% supermajority voting thresholds that apply to certain Charter and By-Law changes (e.g., board structure, removal, special meetings, written consents, indemnification). Management and the Board recommend a 'FOR' vote, arguing the change allows ordinary majority vote thresholds, provides governance flexibility, and supports subsequent management actions such as a potential Board declassification proposal. The Board believes removing the supermajority requirement aligns governance with stockholder interests and facilitates responsive corporate governance.
Request that the Board adopt a policy and amend bylaws to require the Chair of the Board be an independent director whenever possible, phased in for the next CEO transition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 114,880,324 | $25.0B |
| 2 | STATE STREET CORP | 4.6% | 81,217,516 | $17.7B |
| 3 | BlackRock, Inc. | 3.3% | 57,935,431 | $12.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.8% | 49,523,078 | $10.8B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 41,211,450 | $8.9B |
| 6 | BlackRock, Inc. | 2.1% | 36,856,686 | $8.0B |
| 7 | Capital Research Global Investors | 1.8% | 31,254,786 | $6.8B |
| 8 | MORGAN STANLEY | 1.1% | 19,680,309 | $4.3B |
| 9 | Capital World Investors | 0.9% | 15,841,367 | $3.4B |
| 10 | FMR LLC | 0.9% | 15,478,538 | $3.4B |
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