ABBVIE INC. | Govern by Majority Vote at ABBVIE INC.

Status
Omitted
Previous AGM date
Resolution details
Company ticker
ABBV
Lead filer
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 the Board of Directors 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. This means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that ABBV shall state in its governing documents that it shall not have any super majority voting standards, which includes default super majority voting standards, upon adoption of this proposal. This unified and comprehensive proposal includes adjourning the ABBV annual meeting, if ABBV fails to obtain the required 80% vote on the day of the annual meeting, for up to 2 weeks to seek more votes with the objective of reaching the 80% shareholder approval requirement for this proposal. In 2024 ABBV demonstrated that without adjourning the ABBV annual meeting ABBV is unable to obtain the 80% approval vote from all shares outstanding that is required. This proposal does not preclude ABBV from using other methods to increase shareholder voting until the 80% shareholder approval is obtained. This unified and comprehensive proposal is similar to a unified and comprehensive proposal that was submitted to Netflix and received 83% shareholder support. If ABBV had followed this proposal at its 2025 annual meeting ABBV would at least be closer to governance best practices by having a majority vote standard. The 2025 majority vote proposal needed an approval vote from 80% of ABBV shares outstanding and came close with more than 70% approval from all shares outstanding. ABBV failed to disclose in the 2025 proxy any special effort that ABBV made to obtain the extra votes needed. ABBV deserves credit for not putting forth an extra effort to obtain the needed 80% approval from all shares outstanding in 2025. In a whole year ABBV typically only puts forth a special effort to pass its own proposals. When shareholders give overwhelming approval for one of their own proposals one would think that the shareholder approval vote too seriously and make an extra effort to pass the proposal that the shareholder wants. ABBV may repeat the lie that it published in the 2025 ABBV proxy. ABBV said the 2025 shareholder proposal was not necessary. However, it was clearly necessary because ABBV sat on its hands for a whole year and made no special effort to reach the shareholder approval needed for 80% approval for the 2025 proposal. The only way this proposal would not be necessary would be that ABBV takes the extra effort to obtain the 80% shareholder approval on its own proposal.

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Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.