ABBVIE INC. | Simple majority vote at ABBVIE INC.

Status
AGM passed
AGM date
Proposal number
4
Resolution details
Company ticker
ABBV
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.
Supporting statement
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. The supermajority voting requirements, like those of ABBV, have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "'What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements can be used to block initiatives supported by 99% of Skyworks Solutions shareholders but opposed by the ABBV Corporate Governance Committee. ABBV shareholders have given 95% support to 5 ABBV proposals on this topic since 2018. However the corporate governance of ABBV is so undemocratic that these 95% votes did not equal 80% of votes from all shares outstanding which is the undemocratic requirement at ABBV. One solution to this is to adjourn the annual meeting and seek more votes until the 80% requirement is met. The ABBV Corporate Governance Committee is potentially derelict in not taking this simple step in response to 5 ABBV Solutions shareholder votes of 95% approval since 2018. The ABBV Corporate Governance Committee has relied on the Skadden law firm of 1700 attorneys and $3 Billion in annual revenue. Why hasn’t the Skadden law firm come up with a means to adopt an ABBV proposal topic that has been approved by 95% of ABBV shares 5-times since 2018? ABBV scores 9 in regard to shareholder rights with 10 being the worse possible score. Why can’t the Skadden law firm be given the assignment to get this important proposal adopted and improve ABBV shareholder rights?

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