| Common Shares, Without Par Value | ABT | ||
| NYSE Texas [Member] |
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
April 24, 2026
Date of Report (Date of earliest event reported)
ABBOTT LABORATORIES
(Exact name of registrant as specified in charter)
| Illinois | 1-2189 | 36-0698440 | ||
| (State or other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (224) 667-6100
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 |
| Common Shares, Without Par Value | ABT | New York Stock Exchange NYSE Texas |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 24, 2026, Kevin Conroy was named to the Abbott Laboratories’ (“Abbott”) Board of Directors.
On April 24, 2026, Abbott shareholders approved the adoption of the Abbott Laboratories 2026 Incentive Stock Program (the “2026 Program”) at the Annual Meeting of Shareholders. The 2026 Program was adopted by Abbott’s Board of Directors on February 20, 2026, subject to shareholder approval at the Annual Meeting. The 2026 Program replaces the Abbott Laboratories 2017 Incentive Stock Program, as amended and restated (the “2017 Program”), under which Abbott makes all of its equity-related incentive compensation awards.
The 2026 Program, which is administered by the Compensation Committee of Abbott’s Board of Directors, permits Abbott to grant nonqualified stock options, restricted stock awards, restricted stock units, performance awards, and other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards) to non-employee directors and employees of Abbott and its subsidiaries. Subject to adjustment in the event of changes in capitalization, the maximum number of Abbott common shares that may be issued under the 2026 Program is 140,000,000, plus the number of shares that cease to be subject to awards under the 2017 Program due to forfeiture, expiration, cancellation, or cash settlement and shares withheld to satisfy tax withholding obligations under outstanding 2017 Program full value awards; and less the number of shares subject to awards granted under the 2017 Program between March 1, 2026 and April 23, 2026, with each full value award share being counted as three shares against the 2017 Program’s share reserve. The 2026 Program has a term of ten years.
For a more detailed description of the 2026 Program, see pages 79 through 86 of Abbott’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 13, 2026. The foregoing descriptions are qualified in their entirety by the full text of the 2026 Program, which was included as Exhibit A to the proxy statement and is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 24, 2026, Abbott’s Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of thirteen persons, effective April 24, 2026. Abbott’s by-laws previously provided that the Board of Directors consisted of twelve persons.
Item 5.07 — Submission of Matters to a Vote of Security Holders.
Abbott held its Annual Meeting of Shareholders on April 24, 2026. The following is a summary of the matters voted on at that meeting.
| (1) | The shareholders elected Abbott’s entire Board of Directors. The persons elected to Abbott’s Board of Directors and the number of shares cast for, the number against, the number abstaining, and the number of broker non-votes, with respect to each of these persons, were as follows: |
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| Nita Ahuja | 1,355,031,895 | 2,769,947 | 2,308,000 | 177,761,396 | ||||||
| Claire Babineaux-Fontenot | 1,355,031,167 | 2,886,973 | 2,191,702 | 177,761,396 | ||||||
| Sally E. Blount | 1,340,491,010 | 16,504,318 | 3,114,514 | 177,761,396 | ||||||
| Robert B. Ford | 1,281,298,501 | 72,599,833 | 6,211,508 | 177,761,396 | ||||||
| Paola Gonzalez | 1,350,598,638 | 6,179,509 | 331,695 | 177,761,396 | ||||||
| Michelle A. Kumbier | 1,346,291,350 | 11,453,399 | 2,365,093 | 177,761,396 | ||||||
| Darren W. McDew | 1,350,511,200 | 6,363,222 | 3,235,420 | 177,761,396 | ||||||
| Nancy McKinstry | 1,289,618,114 | 68,049,468 | 2,442,260 | 177,761,396 | ||||||
| Michael G. O’Grady | 1,325,498,060 | 32,189,526 | 2,422,256 | 177,761,396 | ||||||
| Michael F. Roman | 1,338,763,530 | 18,363,024 | 2,983,288 | 177,761,396 | ||||||
| Daniel J. Starks | 1,291,460,783 | 66,299,714 | 2,349,345 | 177,761,396 | ||||||
| John G. Stratton | 1,330,379,819 | 27,314,174 | 2,415,849 | 177,761,396 |
| (2) | The shareholders ratified the appointment of Ernst & Young LLP as Abbott’s auditors. The number of shares cast in favor of the ratification of Ernst & Young LLP, the number against, the number abstaining, and the number of broker non-votes were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 1,502,083,607 | 33,333,515 | 2,454,116 | 0 | |||||||||||
| (3) | The shareholders approved the compensation of Abbott’s named executive officers listed in the proxy statement for the Annual Meeting, with 90.35 percent of the votes cast voting “For” the proposal. The shareholder vote is advisory and non-binding. The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 1,228,911,693 | 126,315,146 | 4,883,003 | 177,761,396 | |||||||||||
| (4) | The shareholders voted to approve the Abbott Laboratories 2026 Incentive Stock Program, with 95.82 percent of the votes cast voting “For” the proposal. The number of shares cast in favor of the approval of the Abbott Laboratories 2026 Incentive Stock Program, the number against, the number abstaining, and the number of broker non-votes were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 1,303,349,739 | 52,296,340 | 4,463,763 | 177,761,396 | |||||||||||
| (5) | The shareholders voted to approve the Abbott Laboratories 2026 Employee Stock Purchase Plan for Non-U.S. Employees, with 99.33 percent of the votes cast voting “For” the proposal. The number of shares cast in favor of the approval of the Abbott Laboratories 2026 Employee Stock Purchase Plan for Non-U.S. Employees, the number against, the number abstaining, and the number of broker non-votes were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 1,351,008,136 | 6,111,112 | 2,990,594 | 177,761,396 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
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.
| ABBOTT LABORATORIES | ||
| Date: April 27, 2026 | By: | /s/ Philip P. Boudreau |
| Philip P. Boudreau | ||
| Executive Vice President, Finance and Chief Financial Officer | ||