AbbVie 2014 Annual Report Download - page 125

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INFORMATION ABOUT THE ANNUAL MEETING
Who Can Vote
Stockholders of record at the close of business on March 11, 2015 will be entitled to notice of and to vote at
the Annual Meeting. As of March 11, 2015, AbbVie had 1,592,145,669 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 (SEC) e-proxy rules, AbbVie mailed a Notice of
Internet Availability of Proxy Materials (the ‘‘Notice’’) to stockholders in March 2015. The Notice describes the matters to
be considered at the Annual Meeting and how stockholders can access the proxy materials online. It also provides
instructions on how stockholders can vote their shares. If you received the Notice, you will not receive a printed version
of the proxy materials unless you request one. If you would like to receive a printed 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 on the
Notice, on the website listed in the Notice, and, if you received one, on your proxy card. If you 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. If a nominee becomes 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 AbbVie’s independent registered public accounting firm or the advisory vote on the approval of executive
compensation, the shares of AbbVie common stock represented by the proxy will be voted (or not voted) as specified.
Where no choice has been specified, the proxy will be voted FOR the ratification of Ernst & Young LLP as auditors and
FOR the approval of executive compensation.
The board of directors is not aware of any other issue which may properly be brought before the meeting. If
other matters are properly brought before the meeting, the accompanying proxy will be voted in accordance with the
judgment of the proxy holders.
2015 Proxy Statement 5