AbbVie 2014 Annual Report Download - page 174

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That notice must include certain information required by Article II of AbbVie’s Amended and Restated By-Laws,
including information about the stockholder, 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 stockholder 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 2016 Annual Meeting, this written notice must be received by AbbVie no later
than February 8, 2016.
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.
Householding of Proxy Materials
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The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (such as
brokers or banks) to satisfy the delivery requirements for proxy statements with respect to two or more security holders
sharing the same address by delivering a single Notice or proxy statement addressed to those security holders. This
process, which is commonly referred to as ‘‘householding,’’ potentially provides extra convenience for security holders
and cost savings for companies.
Several brokers and banks with accountholders who are AbbVie stockholders will be ‘‘householding’’ our proxy
materials. As indicated in the notice provided by these brokers to AbbVie stockholders, a single proxy statement will be
delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected
stockholder. Once you have received notice from your broker that it will be ‘‘householding’’ communications to your
address, ‘‘householding’’ will continue until you are notified otherwise or until you revoke your consent. If, at any time,
you no longer wish to participate in ‘‘householding’’ and you prefer to receive a separate proxy statement, please notify
your broker or contact Broadridge Financial Solutions 1-800-542-1061, email: [e-mail], or write to
us at Investor Relations, AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064. Stockholders who currently
receive multiple copies of the proxy statement at their address and would like to request ‘‘householding’’ of their
communications should contact their broker or bank.
54 2015 Proxy Statement
ADDITIONAL INFORMATION