AbbVie 2012 Annual Report Download - page 116

2013 Incentive Stock Program or where the stockholder has abstained on these matters, 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, FOR the approval of executive compensation, FOR management’s recommendation to hold a
vote to approve executive compensation annually, and FOR the approval of the AbbVie 2013 Incentive
Stock Program.
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.
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, the advisory vote on the approval of
executive compensation, the advisory vote on the frequency of votes to approve executive
compensation, and the approval of the AbbVie 2013 Incentive Stock Program 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 which 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.
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