AbbVie 2012 Annual Report Download - page 115

13NOV201221365766
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying proxy is solicited on behalf of the board of directors for use at the Annual
Meeting of Stockholders. The meeting will be held on May 6, 2013, at the Beechwood Hotel,
363 Plantation Street, Worcester, Massachusetts 01605. This proxy statement and the accompanying
proxy card are being mailed to stockholders on or about March 19, 2013.
INFORMATION ABOUT THE ANNUAL MEETING
Who Can Vote
Stockholders of record at the close of business on March 8, 2013 will be entitled to notice of and
to vote at the Annual Meeting. As of March 8, 2013, AbbVie had 1,582,985,989 outstanding shares of
common stock, which are AbbVie’s only outstanding voting securities. Each stockholder has one vote
per share. Stockholders do not have the right to vote cumulatively in electing directors.
Notice and Access
In accordance with the Securities and Exchange Commission’s e-proxy rules, AbbVie mailed a
Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’) to certain stockholders in mid-March
of 2013. The Notice describes the matters to be considered at the Annual Meeting and how the
stockholders can access the proxy materials online. It also provides instructions on how those
stockholders can vote their shares. If you received the Notice, you will not receive a print version of
the proxy materials, unless you request one. If you would like to receive a print version of the proxy
materials, free of charge, please follow the instructions on the Notice.
Voting by Proxy
AbbVie’s stockholders may vote their shares by telephone, the Internet, or at the Annual Meeting.
If you vote by telephone or the Internet, you do not need to return your proxy card. The instructions
for voting can be found with your proxy card, on the Notice, and on the website listed in the Notice. If
you received or requested a printed version of the proxy card, you may also vote by mail.
Revoking a Proxy
You may revoke your proxy by voting in person at the Annual Meeting or, at any time prior to the
meeting:
• by delivering a written notice to the secretary of AbbVie,
• by delivering an authorized proxy with a later date, or
• by voting by telephone or the Internet after you have given your proxy.
Discretionary Voting Authority
Unless authority is withheld in accordance with the instructions on the proxy, the persons named
in the proxy will vote the shares of AbbVie common stock covered by proxies they receive to elect the
3 nominees named in Item 1 on the proxy card. Should a nominee become unavailable to serve, the
shares will be voted for a substitute designated by the board of directors, or for fewer than 3 nominees
if, in the judgment of the proxy holders, such action is necessary or desirable.
Where a stockholder has specified a choice for or against the ratification of the appointment of
Ernst & Young LLP as auditors, the advisory vote on the approval of executive compensation, the
advisory vote on the frequency of votes to approve executive compensation, the approval of the AbbVie