AbbVie 2013 Annual Report Download - page 171

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The compensation committee reserves the flexibility to take actions that may be based on
considerations in addition to tax deductibility. The committee believes that stockholder interests are
best served by not restricting the committee’s discretion and flexibility in crafting compensation
programs, even if such programs may result in certain non-deductible compensation expenses.
Accordingly, the committee may from time to time approve components of compensation for certain
executive officers that are not deductible.
While the compensation committee does not anticipate there would ever be circumstances where a
restatement of earnings upon which any incentive plan award decisions were based would occur, the
committee, in evaluating such circumstances, has discretion to take all actions necessary to protect the
interests of stockholders up to and including actions to recover such incentive awards.
Exclusive Forum
AbbVie is incorporated in the state of Delaware and Delaware law governs the relationship among
its directors, officers, and stockholders (also known as the internal affairs doctrine). To provide for the
orderly, efficient and cost-effective resolution of Delaware-law issues affecting AbbVie, the company’s
Certificate of Incorporation provides that unless the board of directors otherwise determines, Delaware
courts are the exclusive forum for cases involving the internal affairs doctrine, derivative actions
brought on behalf of the company, claims for breach of fiduciary duty, and other matters concerning
Delaware statutory and common law. The provision does not apply to any other cases brought against
AbbVie.
Other Matters
The board of directors knows of no other business to be transacted at the 2014 Annual Meeting of
Stockholders, but if any other matters do come before the meeting, it is the intention of the persons
named in the accompanying proxy to vote or act with respect to them in accordance with their best
judgment.
Date for Receipt of Stockholder Proposals for the 2015 Annual Meeting Proxy Statement
Stockholder proposals for presentation at the 2015 Annual Meeting must be received by AbbVie
no later than November 15, 2014 and must otherwise comply with the applicable requirements of the
Securities and Exchange Commission to be considered for inclusion in the proxy statement and proxy
for the 2015 meeting.
Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual
Meeting
A stockholder may recommend persons as potential nominees for director by submitting the names
of such persons in writing to the secretary of AbbVie. Recommendations must be accompanied by
certain information about both the nominee and the stockholder making the nomination, as set forth in
AbbVie’s Amended and Restated By-Laws. A nominee who is recommended by a stockholder following
these procedures will receive the same consideration as other comparably qualified nominees.
A stockholder entitled to vote for the election of directors at an Annual Meeting and who is a
stockholder of record on:
• the record date for that Annual Meeting,
• the date of this proxy statement, and
• the date of the Annual Meeting,
48