AbbVie 2014 Annual Report Download - page 111

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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Incorporated herein by reference are ‘‘Information Concerning Director Nominees,’’ ‘‘The Board of
Directors and its Committees—Committees of the Board of Directors,’’ ‘‘Section 16(a) Beneficial Ownership
Reporting Compliance,’’ and ‘‘Procedure for Recommendation and Nomination of Directors and Transaction
of Business at Annual Meeting’’ to be included in the 2015 AbbVie Inc. Proxy Statement. The 2015 Proxy
Statement will be filed on or about March 20, 2015. Also incorporated herein by reference is the text found
under the caption, ‘‘Executive Officers of the Registrant’’ on pages 27 and 28 hereof.
AbbVie’s code of business conduct requires all its business activities to be conducted in compliance
with laws, regulations, and ethical principles and values. All directors, officers, and employees of AbbVie are
required to read, understand, and abide by the requirements of the code of business conduct applicable to
them. AbbVie’s code of business conduct is available in the corporate governance section of AbbVie’s
investor relations website at www.abbvieinvestor.com.
Any waiver of the code of business conduct for directors or executive officers may be made only by
AbbVie’s audit committee. AbbVie will disclose any amendment to, or waiver from, a provision of the code
of conduct for the principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, on its website within four business days following the
date of the amendment or waiver. In addition, AbbVie will disclose any waiver from the code of business
conduct for the other executive officers and for directors on the website.
AbbVie has a chief ethics and compliance officer who reports to the chief executive officer and to the
public policy committee. The chief ethics and compliance officer is responsible for overseeing,
administering, and monitoring AbbVie’s compliance program.
ITEM 11. EXECUTIVE COMPENSATION
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The material to be included in the 2015 Proxy Statement under the headings ‘‘Director Compensation,’’
‘‘Executive Compensation,’’ and ‘‘Compensation Committee Report’’ is incorporated herein by reference. The
2015 Proxy Statement will be filed on or about March 20, 2015.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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(a) Equity Compensation Plan Information.
The following table presents information as of December 31, 2014 about AbbVie’s equity compensation
plans under which AbbVie common stock has been authorized for issuance.
(c)
Number of
securities
(a) remaining
Number of (b) available for
securities to be Weighted- future issuance
issued upon average exercise under equity
exercise of price of compensation
outstanding outstanding plans (excluding
options, options, securities
warrants and warrants and reflected in
Plan Category rights(1) rights(2) column (a))
Equity compensation plans approved by security holders 39,352,086 $28.53 91,010,677
Equity compensation plans not approved by security holders — — —
Total 39,352,086 $28.53 91,010,677
2014 Form 10-K 105
PART III