AbbVie 2013 Annual Report Download - page 125

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.
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
2