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): May 9, 2014
ABBVIE INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35565 |
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32-0375147 |
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(State or other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2014, AbbVie Inc. (“AbbVie”) announced that it has named Michael Severino, M.D. its new Executive Vice President, Research & Development and Chief Scientific Officer. Dr. Severino, 48, joins AbbVie from Amgen Inc., where he served as Senior Vice President, Global Development and Corporate Chief Medical Officer. In connection with Dr. Severino’s appointment, he will receive compensation and benefits based on market data and programs available to similarly-situated AbbVie employees.
A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
AbbVie held its Annual Meeting of Stockholders on May 9, 2014. The following is a summary of the matters voted on at that meeting.
(1) The stockholders elected AbbVie’s Class II Directors with terms expiring in 2017, as follows:
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Name |
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For |
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Withheld |
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Broker Non-Votes |
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Robert J. Alpern |
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1,116,453,438 |
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19,270,145 |
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223,235,590 |
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Edward M. Liddy |
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1,118,006,383 |
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17,717,200 |
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223,235,590 |
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Frederick H. Waddell |
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1,112,540,591 |
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23,182,992 |
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223,235,590 |
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(2) The stockholders ratified the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2014, as follows:
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For |
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Against |
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Abstain |
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1,321,734,361 |
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33,657,911 |
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3,566,901 |
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(3) The stockholders approved, on an advisory basis, the compensation of AbbVie’s named executive officers listed in the proxy statement for the 2014 annual meeting, as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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1,088,532,785 |
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37,269,956 |
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9,920,842 |
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223,235,590 |
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Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Exhibit |
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99.1 |
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Press Release dated May 15, 2014. |
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.
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ABBVIE INC. | |
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Date: May 15, 2014 |
By: |
/s/ Laura J. Schumacher |
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Laura J. Schumacher |
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Executive Vice President, Business Development, External Affairs and General Counsel |