AbbVie 2013 Annual Report Download - page 124

13NOV201221365766
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying proxy is solicited on behalf of the board of directors for use at the Annual
Meeting of Stockholders. The meeting will be held on May 9, 2014, at the Rosewood, 2825 Sand Hill
Road, Menlo Park, California 94025.
INFORMATION ABOUT THE ANNUAL MEETING
Who Can Vote
Stockholders of record at the close of business on March 12, 2014 will be entitled to notice of and
to vote at the Annual Meeting. As of March 12, 2014, AbbVie had 1,596,050,177 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’s e-proxy rules, AbbVie mailed a
Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’) to stockholders in March 2014. 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. Should a nominee become 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