AbbVie (ABBV) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 8, 2026, with virtual participation available for shareholders as of March 9, 2026.

• Shareholders are encouraged to review proxy materials and vote by May 7, 2026, or May 5, 2026, for plan-held shares.

Voting matters and shareholder proposals

• Election of four Class II directors: Jennifer L. Davis, Melody B. Meyer, Robert A. Michael, and Frederick H. Waddell.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026.

• Advisory vote on executive compensation (Say on Pay).

• Proposal to amend the certificate of incorporation to eliminate supermajority voting requirements.

• Stockholder proposal to adopt a policy requiring an independent chair, which the board recommends voting against.

Board of directors and corporate governance

• Board recommends voting for all nominated directors and for the elimination of supermajority voting.

• Board opposes the stockholder proposal for an independent chair.