AbbVie 2012 Annual Report Download - page 180

Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual
Meeting
A stockholder may recommend persons as potential nominees for director by submitting the names
of such persons in writing to the secretary of AbbVie. Recommendations must be accompanied by
certain information about both the nominee and the stockholder making the nomination, as set forth in
AbbVie’s Amended and Restated By-Laws. A nominee who is recommended by a stockholder following
these procedures will receive the same consideration as other comparably qualified nominees.
A stockholder entitled to vote for the election of directors at an Annual Meeting and who is a
stockholder of record on:
• the record date for that Annual Meeting,
• the date of this proxy statement, and
• the date of the Annual Meeting,
may nominate persons for director, or make proposals of other business to be brought before the
Annual Meeting, by providing proper timely written notice to the secretary of AbbVie.
That notice must include certain information required by Article II of AbbVie’s Amended and
Restated By-Laws, including information about the shareholder, any beneficial owner on whose behalf
the nomination or proposal is being made, their respective affiliates or associates or others acting on
concert with them, and any proposed director nominee.
For each matter the stockholder proposes to bring before the Annual Meeting, the notice must
also include a brief description of the business to be discussed, the reasons for conducting such
business at the Annual Meeting, any material interest of the shareholder in such business and certain
other information specified in the By-Laws. In addition, in the case of a director nomination, the notice
must include a completed and signed questionnaire, representation and agreement of the nominee
addressing matters specified in the By-Laws.
To be timely, written notice either to directly nominate persons for director or to bring business
properly before the Annual Meeting must be received at AbbVie’s principal executive offices not less
than ninety days and not more than one hundred twenty days prior to the anniversary date of the
preceding Annual Meeting. If the Annual Meeting is called for a date that is more than thirty days
before or sixty days after such anniversary date, notice by the stockholder must be received not less
than ninety days and not more than one hundred twenty days prior to the date of such Annual Meeting
and not later than the close of business on the later of ninety days prior to the date of such Annual
Meeting, or, if the first public announcement of the date of such Annual Meeting is less than one
hundred days prior to the date of such Annual Meeting, the tenth day following the day on which
public announcement of the date of such meeting is first made by AbbVie. To be timely for the 2014
Annual Meeting, this written notice must be received by AbbVie no later than February 5, 2014.
In addition, the notice must be updated and supplemented, if necessary, so that the information
provided or required to be provided is true and correct as of the record date for the Annual Meeting
and as of the date that is ten business days prior to the meeting. Any such update or supplement must
be delivered to the secretary of AbbVie at AbbVie’s principal executive offices not more than five
business days after the record date for the Annual Meeting, and not less than eight business days
before the date of the Annual Meeting in the case of any update or supplement required to be made
as of ten business days prior to the Annual Meeting.
66