AbbVie 2014 Annual Report Download - page 126

13NOV201221352027
Quorum and Vote Required to Approve Each Item on the Proxy
A majority of the outstanding shares entitled to vote generally in the election of directors, represented in person
or by proxy, constitutes a quorum. The affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on a matter shall be the act of the stockholders with respect to that matter.
Effect of Broker Non-Votes and Abstentions
A proxy submitted by an institution such as a broker or bank that holds shares for the account of a beneficial
owner may indicate that all or a portion of the shares represented by that proxy are not being voted with respect to a
particular matter. This could occur, for example, when the broker or bank is not permitted to vote those shares in the
absence of instructions from the beneficial owner of the stock. These ‘‘non-voted shares’’ will be considered shares not
present and, therefore, not entitled to vote on those matters, although these shares may be considered present and
entitled to vote for other purposes. Brokers and banks have discretionary authority to vote shares in the absence of
instructions on matters the New York Stock Exchange considers ‘‘routine,’’ such as the ratification of the appointment of
the auditors. They do not have discretionary authority to vote shares in absence of instructions on ‘‘non-routine’’
matters. The election of directors and the advisory vote on the approval of executive compensation are considered ‘‘non-
routine’’ matters. Non-voted shares will not affect the determination of the outcome of the vote on any matter to be
decided at the meeting. Shares represented by proxies that are present and entitled to vote on a matter but which have
elected to abstain from voting on that matter, other than the election of directors, will have the effect of votes against
that matter.
Inspectors of Election
The inspectors of election and the tabulators of all proxies, ballots, and voting tabulations that identify
stockholders are independent and are not AbbVie employees.
Cost of Soliciting Proxies
AbbVie will bear the cost of making solicitations from its stockholders and will reimburse banks and brokerage
firms for out-of-pocket expenses incurred in connection with this solicitation. Proxies may be solicited by mail, telephone,
Internet, or in person by directors, officers, or employees of AbbVie and its subsidiaries.
AbbVie has retained Georgeson Inc. to aid in the solicitation of proxies, at an estimated cost of $19,500 plus
reimbursement for reasonable out-of-pocket expenses.
AbbVie Savings Plan
Participants in the AbbVie Savings Plan will receive a voting instruction card for their shares of AbbVie common
stock held in the AbbVie Savings Plan Trust. The Trust is administered by both a trustee and an investment committee.
The trustee is Mercer Trust Company. The members of the investment committee are Amarendra Duvvur, William H.S.
Preece and Michael J. Thomas, employees of AbbVie. The voting power with respect to the shares is held by and shared
between the investment committee and the participants. The investment committee must solicit voting instructions from
the participants and follow the voting instructions it receives. The investment committee may use its own discretion with
respect to those shares of AbbVie common stock for which no voting instructions are received.
Corporate Governance Materials
AbbVie’s corporate governance guidelines with the outline of directorship qualifications; director independence
guidelines; code of business conduct; and audit committee, compensation committee, nominations and governance
committee, and public policy committee charters are all available in the corporate governance section of AbbVie’s
investor relations website at www.abbvieinvestor.com.
62015 Proxy Statement
INFORMATION ABOUT THE ANNUAL MEETING