AbbVie 2014 Annual Report Download - page 173

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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
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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
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The board of directors knows of no other business to be transacted at the 2015 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 2016 Annual Meeting Proxy Statement
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Stockholder proposals for presentation at the 2016 Annual Meeting must be received by AbbVie no later than
November 24, 2015 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 2016 meeting.
Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual
Meeting
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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
may nominate persons for director, or make proposals of other business to be brought before the Annual Meeting, by
providing proper timely written notice to the secretary of AbbVie.
2015 Proxy Statement 53
ADDITIONAL INFORMATION