Abbvie Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect four Class II directors to hold office until the 2029 Annual Meeting or until their successors are elected.

2. 2

   Ratification of Independent Auditor

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2026.

   More detail

   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.

3. 3

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of AbbVie’s named executive officers.

   More detail

   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.

4. 4

   Management Proposal to Eliminate Supermajority Voting

   ManagementBoard: FOR

   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.

   More detail

   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.

5. 5

   Stockholder Proposal on Independent Board Chair

   Shareholder — Mercy Investment Services, Inc. and co-filers Miller/Howard Investments, Inc. (on behalf of Owen Harvey), CommonSpirit Health, Dana Investment Advisors, and Providence St. Joseph HealthBoard: AGAINST

   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.

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When is the Abbvie Inc 2026 annual meeting?

Abbvie Inc (ABBV) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Abbvie Inc 2026 meeting?

The record date for the Abbvie Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Abbvie Inc's 2026 meeting?

The board is presenting 4 director nominees at the Abbvie Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Abbvie Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Abbvie Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.