Independent
Tenure on this board
0.5 yrs
12 nominees · 5 ballot items.
Election of 12 directors; Ratification of Ernst & Young LLP as auditors; Advisory approval of executive compensation (‘say-on-pay’); Approval of the Abbott Laboratories 2026 Incentive Stock Program; Approval of the Abbott Laboratories 2026 Employee Stock Purchase Plan for Non-U.S. Employees.
Election of twelve director nominees to hold office until the next annual meeting.
Ratify the appointment of Ernst & Young LLP as Abbott’s independent auditors for 2026.
Advisory (non-binding) vote to approve the compensation of Abbott’s named executive officers as disclosed in the proxy.
Approve the Abbott Laboratories 2026 Incentive Stock Program, authorizing up to 140,000,000 shares (counting rules apply) and related plan features to replace the 2017 plan.
Management asks shareholders to approve the new 2026 Incentive Stock Program to replace the 2017 plan and to authorize 140,000,000 shares (with counting rules that treat Full Value Awards as three shares each). Management argues approval is necessary to maintain Abbott’s ability to grant equity compensation across ~15,000 employees in 70+ countries and to remain competitive in attracting and retaining talent; the plan includes standard investor protections (one-year minimum vesting with limited exceptions, double-trigger change-in-control vesting for executive awards, anti-repricing without shareholder approval, individual grant limits, recoupment/clawback, no evergreen provision). The board recommends FOR and frames the proposal as critical to preserve Abbott’s compensation program continuity and to enable future equity-based incentives tied to long-term shareholder value. The Plan’s structure, share request, and counting methodology imply expected dilution of roughly 9% when combined with outstanding awards; Abbott discloses burn-rate history and expects the pool to support grants for approximately 4-5 years. Key governance features reduce certain shareholder concerns (minimum vesting, no automatic repricing, double-trigger protection) but the requested size of the pool and the three-for-one counting on Full Value Awards raise dilution and cost-to-shareholder considerations that investors will weigh against Abbott’s strong performance and retention needs.
Approve the amended and restated Employee Stock Purchase Plan for Non-U.S. Employees, increasing the share reserve by 15,000,000 and extending its term through July 31, 2036.
Management requests shareholder approval to amend and restate Abbott’s non-U.S. Employee Stock Purchase Plan, adding 15 million shares (including ~8.6 million net increase) and extending its term to 2036. The ESPP is broad-based, offered in ~62 countries, excludes executive officers, and enables eligible employees to purchase shares at a 15% discount (85% of the lower of start/end price) through payroll deductions. Management frames the ESPP as a retention and alignment tool for non-U.S. employees and discloses procedural limits (per-purchase-cycle $12,500 equivalent limit, 6-month cycles, allocation rules if shares are insufficient). The Board recommends FOR; investors will balance the modest dilution against the program’s broad-based employee engagement and usual market practice for ESPPs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 112,949,933 | $11.6B |
| 2 | STATE STREET CORP | 4.57% | 79,575,468 | $8.2B |
| 3 | BlackRock, Inc. | 3.25% | 56,562,342 | $5.8B |
| 4 | Capital Research Global Investors | 2.86% | 49,775,362 | $5.1B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.75% | 47,944,891 | $4.9B |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.61% | 45,499,589 | $4.7B |
| 7 | Capital International Investors | 2.15% | 37,498,227 | $3.8B |
| 8 | BlackRock, Inc. | 2.08% | 36,284,746 | $3.7B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.93% | 33,531,277 | $3.4B |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 1.52% | 26,425,366 | $2.7B |
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