AbbVie 2013 Annual Report Download - page 166

If a change in control had occurred on December 31, 2013 and the surviving company did not
assume, convert or replace any of the awards granted after January 2013, then the unvested equity
awards of the named executive officers would have vested as follows:
• Mr. Gonzalez would have vested in (1) 616,330 unvested AbbVie stock options with a value of
$11,124,505 and 89,900 unvested Abbott stock options with a value of $1,100,800, and
(2) 310,387 shares of AbbVie restricted stock with a value of $16,391,537 and 52,667 Abbott
restricted shares with a value of $2,018,726.
• Ms. Schumacher would have vested in (1) 226,805 unvested AbbVie stock options with a value
of $4,352,047 and 78,038 unvested Abbott stock options with a value of $925,168, and
(2) 173,531 shares of AbbVie restricted stock with a value of $9,164,172 and 43,099 Abbott
restricted shares with a value of $1,651,985.
• Mr. Chase would have vested in (1) 135,229 unvested AbbVie stock options with a value of
$2,450,221 and 19,399 unvested Abbott stock options with a value of $248,534, and (2) 112,867
shares of AbbVie restricted stock with a value of $5,960,506 and 11,766 Abbott restricted shares
with a value of $450,991.
• Mr. Alban would have vested in (1) 163,163 unvested AbbVie stock options with a value of
$3,153,753 and 47,333 unvested Abbott stock options with a value of $605,557, and (2) 120,854
shares of AbbVie restricted stock with a value of $6,382,300 and 28,633 Abbott restricted shares
with a value of $1,097,503.
• Mr. Richmond would have vested in (1) 87,040 unvested AbbVie stock options with a value of
$1,473,587, (2) 72,210 shares of AbbVie restricted stock with a value of $3,813,410, and
(3) 14,833 AbbVie restricted stock units with a value of $783,331 and 14,833 Abbott restricted
stock units with a value of $568,549.
The value of stock options shown is based on the excess of the closing price of one share of
common stock on December 31, 2013 over the exercise price of such options, multiplied by the number
of unvested stock options held by the named executive officer. The value of restricted stock shown is
determined by multiplying the number of restricted shares that would vest as of December 31, 2013
and the closing price of one share of common stock on December 31, 2013. The value of restricted
stock units shown is determined by multiplying the number of restricted stock units that would vest as
of December 31, 2013 and the closing price of one share of common stock on December 31, 2013.
RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (ITEM 2 ON PROXY CARD)
AbbVie’s audit committee charter provides that the audit committee shall appoint annually
AbbVie’s independent registered public accounting firm. In October 2013, the audit committee
appointed Ernst & Young LLP to act as AbbVie’s independent registered public accounting firm for
2014.
Although the audit committee has sole authority to appoint the independent registered public
accounting firm, it would like to know the opinion of the stockholders regarding its appointment of
Ernst & Young LLP for 2014. For this reason, stockholders are being asked to ratify this appointment.
If the stockholders do not ratify the appointment of Ernst & Young LLP for 2014, the audit committee
will take that fact into consideration, but may, nevertheless, continue to retain Ernst & Young LLP.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will
be given the opportunity to make a statement if they desire to do so. They will also be available to
respond to appropriate questions.
The board of directors recommends a vote FOR ratification of the appointment of Ernst &
Young LLP as AbbVie’s independent registered public accounting firm for 2014.
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