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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Filed by a Party other than the Registranto

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Abbott Laboratories

(Name of Registrant as Specified In Its Charter)

 

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

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Table of Contents

GRAPHICGRAPHIC


Table of Contents

Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400 U.S.A.









On the Cover:FreeStyle Libre SystemTyler Walsh, Quality Control Technician, Rapid Diagnostics

GABRIELLE WEMPE
FreeStyle Libreuser
The Netherlands


    
Since 2015, Gabrielle has relied onBy leveraging Abbott's experience in
infectious disease assay development and
research—knowing which regions of the
revolutionary technologyvirus to target and applying proven
development approaches—we were able
to quickly develop a comprehensive array
of highly accurate tests for COVID-19 in Abbott's
FreeStylea
Libre
system to monitor her glucose levels.matter of months, a process that often
takes years.


Table of Contents

TABLE OF CONTENTS

 
 PAGE

Notice of Annual Meeting of Shareholders

 2

Proxy Summary

 
3

Information About the Annual Meeting

 
912

Notice and Access

12

How to Attend the Meeting on the Virtual Meeting Platform

12

How to Attend the Meeting by Phone

12

Who Can Vote

 912

Notice and AccessHow To Vote

 913

Cumulative VotingHow to Submit Questions

 913

Voting by ProxyTechnical Support

 913

Revoking a Proxy

 913

Cumulative Voting

13

Discretionary Voting Authority

 914

Quorum and Vote Required to Approve Each Item on the Proxy

 1014

Effect of Withhold Votes, Broker Non-Votes, and Abstentions

 1014

Inspectors of Election

 1014

Cost of Soliciting Proxies

 1015

Abbott Laboratories Stock Retirement Plan

 1015

Confidential Voting

 1115

Householding of Proxy Materials

 1115

Nominees for Election as Directors
(Item (Item 1 on Proxy Card)

 
1216

The Board of Directors and its Committees

 
1823

The Board of Directors

 1823

Leadership Structure

 1823

Director Selection

 1924

Board Diversity and Composition

 1925

Board Evaluation Process

26

Committees of the Board of Directors

 2127

Communicating with the Board of Directors

 2229

Corporate Governance Materials

 2229

20172020 Director Compensation

 2330

Security Ownership of Executive Officers and Directors

 
2532

Executive Compensation

 
2633

Compensation Discussion and Analysis

 2633

Compensation Committee Report

 4160

Compensation Risk Assessment

 4261

Summary Compensation Table

 4463

20172020 Grants of Plan-Based Awards

 4766

20172020 Outstanding Equity Awards at Fiscal Year-End

 4867

20172020 Option Exercises and Stock Vested

 5575

Pension Benefits

 55

2017 Nonqualified Deferred Compensation

5875

Potential Payments Upon Termination or Change in Control

 5878

CEO Pay Ratio

 6180

 
 PAGE

Ratification of Ernst & Young LLP as Auditors (Item 2 on Proxy Card)

 6281

Report of the Audit Committee

 6382

Say on Pay—An Advisory Vote on the Approval of Executive Compensation (Item 3 on Proxy Card)

 
6483

Approval and Adoption of Amendments to the Articles of Incorporation To Eliminate Statutory Supermajority Voting Standards (Item 4 on Proxy Card)


85

Shareholder Proposals


87

Shareholder Proposal on Lobbying Disclosure (Item 5 on Proxy Card)

 
6688

Shareholder Proposal on Report on Racial Justice (Item 6 on Proxy Card)

91

Shareholder Proposal on Independent Board Chairman (Item 47 on Proxy Card)

 67

Proponent's Statement in Support of Shareholder Proposal

67

Board of Directors' Statement in Opposition to the Shareholder Proposal

6895

Approval Process for Related Person Transactions

 
6997

Additional Information

 
7098

Information Concerning Security Ownership

 70

Section 16(a) Beneficial Ownership Reporting Compliance

70

Other Matters

7098

Date for Receipt of Shareholder Proposals for the 20192022 Annual Meeting Proxy Statement

 7098

Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting

 7199

General

 72100

Exhibit A—Director Independence Standard

 
A-1

Annex I—Non-GAAP ReconciliationExhibit B—Proposed Amendments to
the Articles of Financial InformationIncorporation

 
I-1

Reservation Form for Annual Meeting


Back CoverB-1

Abbott Laboratories      GRAPHIC 1


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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

YOUR VOTE IS IMPORTANT


Please sign and promptly return your proxy
in the enclosed envelope, or vote your
shares by telephone or using the Internet.


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 27, 201823, 2021

The Annual Meeting of the Shareholders of Abbott Laboratories will be held at Abbott's headquarters, 100 Abbott Park Road, at the intersection of Route 137 and Waukegan Road, Lake County, Illinois, on Friday, April 27, 2018,23, 2021, at 9:00 a.m. for

In light of restrictions and guidelines on group gatherings issued by government and public health officials regarding the following purposes:

The Board of Directors recommends that you vote FOR Items 1, 2, and 3.any adjournment or postponement thereof.

The Board of Directors recommends that you vote AGAINST Item 4.

The close of business on February 28, 2018, has been fixed as the record date for determining the shareholders entitled to receive notice of and to vote at the Annual Meeting.

Abbott's 20182021 Proxy Statement and 20172020 Annual Report to Shareholders are available at www.abbott.com/proxy.

YOUR VOTE IS IMPORTANT

Please sign and promptly return your proxy or voting instruction form in the enclosed envelope, or vote your shares by telephone or using the Internet.

If you are a registered shareholder (you received your proxy materials from Abbott through Abbott's transfer agent, Computershare), you may accessvote your shares by telephone (1-800-652-VOTE (8683)) or on the Internet at www.investorvote.com/abt.

If you are a beneficial shareholder (you received your proxy card by either:

    Admission to the meeting will be by admission card only. If you plan to attend, please complete and return the reservation form on the back cover, and an admission card will be sent to you. Due to space limitations, reservation forms must be received before April 20, 2018. Each admission card, along with photo identification, admits one person. A shareholder may request two admission cards, but a guest must be accompanied by a shareholder.your broker, bank, or other agent.

By order of the Board of Directors.

Hubert L. Allen
Secretary

March 16, 2018[      ], 2021

2      Abbott LaboratoriesGRAPHIC


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PROXY SUMMARY

This summary contains highlights about Abbott and the upcoming 20182021 Annual Meeting of Shareholders. This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire proxy statement carefully before voting.

The accompanying proxy is solicited on behalf ofby the Board of Directors on behalf of Abbott for use at the Annual Meeting of Shareholders. The meeting will be held on April 27, 2018,23, 2021, at Abbott's headquarters, 100 Abbott Park Road, at the intersection of Route 137 and Waukegan Road, Lake County, Illinois. This proxy statement and the accompanying proxy card are being mailed to shareholders on or about March 16, 2018.[      ], 2021.

In light of restrictions and guidelines on group gatherings issued by government and public health officials regarding the ongoing coronavirus pandemic, and to support the health and safety of Abbott's shareholders, employees, and communities, any shareholder who wishes to attend the Annual Meeting may only attend virtually. Shareholders will not be able to attend the Annual Meeting in person. For more information on how to access and participate in the Annual Meeting, please see pages 12 to 13.

ACHIEVINGABBOTT'S DIVERSIFIED BUSINESS MODEL DELIVERS LEADING RETURNSLONG-TERM GROWTH

In 2017, Abbott achieved outstanding returns to shareholders, ranking #1Abbott's sustained strong performance has resulted in our peer group. Abbott's one-year total shareholder return (TSR) was 52.0%significantly exceeding the peer median and major market indices on a one-, which was 30.2three-, and 23.9 percentage points abovefive-year basis.

Abbott's three-year TSR of 101.7% is more than twice that of the robust growth of bothpeer group median and the broader Standard & Poor's 500 Index (S&P 500) and more than three times that of the Dow Jones Industrial Average (DJIA), respectively. Abbott continues to be recognized as a member market index. These consistent above-market returns are driven by the strength of our diversified business model with leadership positions in some of the S&P 500 Dividend Aristocrat Index, having increased the dividend payout for 46 consecutive years.largest and fastest growing markets in healthcare and innovative product portfolios across our businesses.

GRAPHICAbbott delivered strong returns for shareholders in 2020, despite the global market challenges from COVID-19, and achieved or exceeded the financial targets that were set before the pandemic in January 2020. Abbott's one-year TSR was 28.0%, more than three times the peer median TSR, and significantly above major market indices, a testament to the strength of our diversified business model and ability to innovate and deliver in this challenging environment.

WELL-POSITIONED FOR LONG-TERM GROWTH

GRAPHICGRAPHICGRAPHIC

In 2017,addition to delivering significant shareholder returns, Abbott continued to strategically shape its business throughtake important steps to position the additions of St. Jude Medical and Alere Inc. The St. Jude Medical business expands Abbott's presence into multiple new areas of cardiovascular care, as well as neuromodulation, transforming Abbott into a broad-based leaderCompany for long-term, sustainable growth.

Abbott Laboratories      GRAPHIC 3


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STAYING CURRENT AND RELEVANT - 130 YEARS LATERCOVID-19 RESPONSE

CONTRIBUTION TO GLOBAL TESTING NEEDS

Abbott is celebratingquickly responded to the global spread of SARS-CoV-2. We leveraged our expertise in infectious disease diagnostic testing and in a short period time, developed multiple diagnostic tests to meet the various needs in the market. We have launched and scaled significant manufacturing capacity for our tests around the globe and sold over 400 million tests in 2020.

Abbott's rapid response, significant manufacturing scale, and affordable pricing strategy have allowed for broad access to testing and have further positioned Abbott as a world leader in diagnostic testing. The demand for COVID-19 tests remains strong and Abbott will continue to be a leader in supporting global testing needs.

PROTECTING OUR PEOPLE

As a healthcare company, Abbott has continued to provide an important milestoneuninterrupted supply of vital diagnostics, medical devices, medicines and nutritional products to our customers. To help keep our own people safe, Abbott has taken aggressive steps to limit exposure and enhance the safety of facilities for our employees, including implementing mandatory temperature screening and social distancing, providing and requiring the use of personal protective equipment, and at most U.S. facilities, on-site COVID-19 testing.

Abbott has 109,000 employees in 2018:more than 160 countries, and throughout 2020, there were no pay cuts and we did not lay off or furlough any employees due to COVID-19. We're also assisting Abbott families whose lives have been disrupted by COVID-19 including, paying people when sick or in quarantine, offering flexible working hours, providing support for employees with children, and expanding employee assistance programs that offer health and wellness resources.

MAINTAINING ACCESS TO OUR TECHNOLOGIES AND PRODUCTS

Throughout the company's 130th anniversary. A key element ofpandemic, we were able to continue providing our longevity and success has beenessential products to people around the abilityworld—even when route closures meant we needed to adapt and change continuallyidentify new delivery pathways. With more than 75,000 suppliers in 120 countries, Abbott's global supply chain enabled our life-changing technologies to ensure Abbott remains currentget to the millions of people who need them, when they need them. That's why we have spent years building our supply chain resilience to function even under the greatest stresses.

4      GRAPHIC


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COMMITMENT TO DIVERSITY AND INCLUSION

Diversity is fundamental at Abbott—from our people and relevant. Today, Abbott operatesour mindset to our business model. It's core to fulfilling our purpose, is embedded in our values and key to our long-term growth and success.

Over the years we have received numerous honors related to a diverse and balanced portfolioinclusive culture—Fortune 100 Best Workplaces for Diversity, Forbes Best Employers for Diversity, Working Mother, Top Company for Executive Women, DiversityInc, and Best Companies for Multicultural Women. Our Chief Executive Officer heads our Diversity Council and executive leader compensation has been tied to diversity results for several years.

During 2020, we reviewed our practices and took steps to further our commitment to diversity and inclusion, including:

Looking ahead, we are committed to further advancing diversity and inclusion across our company, and in our work with others, including:

GRAPHIC 5


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EXECUTIVE COMPENSATION

SHAREHOLDER FEEDBACK

During 2020, we conducted extensive shareholder outreach to discuss our compensation program, among other topics. In the spring, we engaged shareholders representing over 60% of our outstanding shares to discuss various topics, including Abbott's market-leading disclosures that enhance shareholder understanding of how pay decisions are all leaders in large, attractive marketsmade and aligned with favorable, long-term healthcare trends. The strategic actions we've taken overhow the last several years have created leading positionsmetrics we use are linked to business strategy and goals. Their feedback was overwhelmingly positive, which was reflected in the segments92% support for Say-on-Pay Vote.

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

The following practices and policies ensure alignment of healthcare where we compete.interests between shareholders and executives, and effective ongoing compensation governance.

GRAPHIC
MEDICAL DEVICES

Leading positions in cardiovascular, neuromodulation and diabetes care. In cardiovascular devices, Abbott holds#1 or #2 positions across several large market segments, including coronary stents, cardiac rhythm management, atrial fibrillation, and heart failure.

  GRAPHICCOMPENSATION PRACTICE
DIAGNOSTICS

A global leader inin vitrodiagnostics offering a broad portfolio spanning immunoassay, clinical chemistry, hematology, blood screening, molecular and point of care diagnostics.

 


 

ABBOTT POLICY

 











 GRAPHICMORE INFORMATION
ON PAGE

NUTRITION

Portfolio of science-based products addressing the unique nutrition needs for people of all ages.Abbott is the worldwide leader in Adult nutrition and the leading Pediatric nutrition company in the United States.

GRAPHIC

ESTABLISHED PHARMACEUTICALS

High-quality, branded generic pharmaceuticals business that is focused on emerging geographies, with significant scale andleading positions in India, Russia and Latin America.

PEER GROUP

Our shareholders compare us to other global multinational companies, only some of which are in healthcare. These companies share similar investment identities and operating characteristics aligned with diversified growth, returns to shareholders, and capital structure.

The peer group used for performance and compensation benchmarking prior to 2017 was established at the time of the AbbVie separation in 2013. That group has been used without change from 2013 through 2016. Due to the acquisitions of St. Jude Medical and Alere Inc. and significant changes in several peers due to corporate transactions, the Compensation Committee (the Committee) and its consultant reviewed the peer group to be used for 2017 benchmarking. Based on that review, the Committee approved an update to the peer group to better align to our current size, scope, and global footprint.

In determining changes to our peer group for 2017 performance and compensation benchmarking, as in prior years, we considered:

3M Company

DanaherJohnson & JohnsonMondelēz

Becton Dickinson

Eaton

Johnson Controls

Procter & Gamble

Bristol-Myers Squibb

Emerson Electric

Kimberly-Clark

Thermo Fisher Scientific

Coca-Cola

Honeywell International

Medtronic

United Technologies

4      Abbott Laboratories


Table of Contents

EXECUTIVE COMPENSATION

Over the past four years, we have averaged 95% shareholder support for our annual advisory vote on "Say on Pay", demonstrating strong support for our approach to executive compensation. Our compensation program provides an appropriate and competitive mix of elements to incentivize our executives to achieve the Company's business strategies and goals, while also aligning executive performance and awards with shareholder interests.

COMPENSATION ALIGNED WITH PERFORMANCE

The vast majority of compensation for our executive officers is performance-based and objectively determined. Long Term Incentives (LTI), which comprise the largest percentage of compensation for our executive officers, are directly linked to shareholder returns. Each year, LTI award guidelines are determined based on relative TSR performance compared to our peer group. The Compensation Committee looks at 1-, 3-, and 5-year TSR in making these determinations. The table below illustrates the relative TSR and award guidelines since 2013 for executive officers at Abbott.

  Relative TSR Percentile vs. Peers  2013  2014  2015  2016  2017 
​   1-Year  26th  89th  61st  0th  100th 
  3-Year   84th   53rd   44th   17th   63rd  
​   5-Year  11th  47th  83rd  28th  50th 
                         
​   Average  40th  63rd  63rd  15th  71st 
  LTI Award Guideline Percentile   37th   50th   50th   25th   75th  

Not only is a direct link evident in these results; it can reasonably be concluded that Abbott has been conservative in setting target payout levels. This linkage translates into significant differentiation of pay for our executives, aligned with returns to our shareholders. The table below illustrates the pay outcomes for our CEO based on results each year since the separation of AbbVie. Again, a direct pay for performance link is very evident.

  Pay Linked to Performance  2013  2014  2015  2016  2017 
​   CEO Pay Decisions*  $15,766,044  $19,905,536  $17,403,023  $15,062,628  $23,572,774 
  % Change in Pay vs. Prior Year    –30%    +26%    –13%    –13%    +56%  
​   1-Year TSR  +24%  +20%  +2%  –12%  +52% 
*
Pay decisions represent summary compensation table earnings,excluding the change in pension value (which is primarily driven by changes in discount rates) and adjusted to reflect Stock Awards and Option Awards aligned to the year of grant (since the Committee grants those in February of each year based on the prior year performance).

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

What We DoWhat We Don't Do





Use multiple performance hurdles to determine long-term incentive awards (Relative TSR, Individual Performance, and ROE target)


Ø


No tax gross-ups under our executive officer pay program

 

 

Compensation is Market-Based

 

YesBenchmark peers with investment profiles, operating characteristics, and employment and business markets similar to AbbottAbbott. Annual incentive plan goals are set to exceed market growth in relevant markets/business segments
 

Ø  

 

No guaranteed bonuses35-37





Align annual incentive payouts to drivers of shareholder value (growth, EPS, free cash flow, etc.)


Ø


No employment contracts


 

Compensation is Performance-Based

 

Provide change
YesShort-term and long-term incentive awards are 100% performance based. Annual incentive plan goals are set to exceed market growth in control benefits under double-trigger circumstances onlyrelevant markets/business segments
 

Ø 

 

No change in control agreement for the Chief Executive Officer

36-37

 



Forfeiture for misconduct provision in equity grants and recoup compensation when warranted


Ø


No highly leveraged incentive plans that encourage excessive risk taking





Require significant share ownership for officers and directors


Ø  


No immediate vesting of stock options or restricted stock





Grant 100% performance-based LTI awards


Ø


No hedging of Abbott shares





Cap incentive award payments


Ø  


No discounted stock options
​  Double-Trigger Change in ControlYesProvide change in control benefits under double-trigger circumstances only78-80
Recoupment PolicyYesForfeiture for misconduct provision in equity grants and recoup compensation when warranted60
​  Robust Share Ownership GuidelinesYesRequire significant share ownership for officers and directors, and share retention requirements until guidelines are met30-31 and 59
Capped Incentive AwardsYesIncentive award payments are capped36 and 61
​  Independent Compensation Committee ConsultantYesCommittee consultant performs no other work for Abbott28
Tax Gross UpsNoNo tax gross ups under our executive officer pay program58-59 and 79
​  Guaranteed BonusesNoNo guaranteed bonuses36
Employment ContractsNoNo employment contracts78
​  Excessive Risk TakingNoNo highly leveraged incentive plans that encourage excessive risk taking61-62
Hedging of Company SharesNoNo hedging of Abbott shares is allowed60
​  Discounted Stock OptionsNoNo discounted stock options are allowed or granted61

Details of the compensation decisions made for our named executive officers are outlined on pages 42 to 57.

Abbott Laboratories      56      GRAPHIC


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DIRECTOR NOMINEES

The Board of Directors recommends a voteFOR the election of each of the following nominees for director. All nominees, other than Mr. Roman, are currently serving as directors. Additional information about each director'sdirector nominee's background and experience can be found beginning on page 12.16.

 Name
Principal Occupation

Age
Director
Since


Committee Memberships  Name
Principal Occupation

Age
Director
Since


Committee Memberships 
 Robert J. Alpern, M.D. Professor and Dean, 67 2008 

Nominations &

  Robert J. Alpern, M.D. Professor and Former Dean, 70 2008 

Nominations and

 
  Yale School of Medicine       Governance   Yale School of Medicine       Governance 
     

Public Policy

      

Public Policy

 
 Roxanne S. Austin President and CEO, 57 2000 

Audit

   Roxanne S. Austin President and CEO, 60 2000 

Compensation (Chair)

  
  Austin Investment Advisors     

Compensation (Chair)

    Austin Investment Advisors     

Nominations and

  
      

Executive

            Governance  
 Sally E. Blount, Ph.D. Professor and Dean, 56 2011 

Nominations &

 
  J.L. Kellogg Graduate School       Governance 
  of Management   

Public Policy

 
 Edward M. Liddy Retired Chairman and CEO, 72 2010 

Audit (Chair)

  
  The Allstate Corporation     

Compensation

  
      

Executive

        

Executive

   
 Nancy McKinstry CEO and Chairman, 59 2011 

Audit

 
  Wolters Kluwer N.V.   

Nominations &

 
         Governance 
 Phebe N. Novakovic Chairman and CEO, 60 2010 

Compensation

  
  General Dynamics Corporation     

Public Policy (Chair)

  
      

Executive

  
 Sally E. Blount, Ph.D. CEO, Catholic Charities of the 59 2011 

Nominations and

 
 William A. Osborn Retired Chairman and CEO, 70 2008 

Compensation

   Archdiocese of Chicago, and       Governance 
  Northern Trust Company   

Nominations &

   Professor and Former Dean,   

Public Policy

 
         Governance (Chair)   J.L. Kellogg Graduate School    
     

Executive

   of Management    
 Samuel C. Scott III Retired Chairman, President and CEO, 73 2007 

Audit

   Robert B. Ford President and CEO, 47 2019 

Executive

  
  Corn Products International, Inc.     

Compensation

    Abbott Laboratories       
 Daniel J. Starks Retired Chairman, President and CEO, 63 2017 

Public Policy

  Michelle A. Kumbier Former Chief Operating Officer, 53 2018 

Audit

 
  St. Jude Medical, Inc.      Harley-Davidson Motor Company   

Compensation

 
 John G. Stratton Executive Vice President and 57 2017 

Nominations &

   Darren W. McDew Retired General, U.S. Air Force, 60 2019 

Nominations and

  
  President of Global Operations,         Governance    and Former Commander of         Governance  
  Verizon Communications, Inc.     

Public Policy

    U.S. Transportation Command     

Public Policy

   
 Glenn F. Tilton Retired Chairman, President and CEO, 69 2007 

Audit

  Nancy McKinstry CEO and Chairman of the Executive 62 2011 

Audit

 
  UAL Corporation   

Public Policy

   Board, Wolters Kluwer N.V.   

Nominations and

 
         Governance 
 William A. Osborn Retired Chairman and CEO, 73 2008 

Compensation

  
 (Lead Independent Director) Northern Trust Corporation     

Nominations and

  
 Miles D. White Chairman and CEO, 63 1998 

Executive (Chair)

            Governance (Chair)  
  Abbott Laboratories            

Executive

   
 Michael F. Roman Chairman, President, and CEO, 61 New  
  3M Company  Nominee  
 Daniel J. Starks Retired Chairman, President and CEO, 66 2017 

Public Policy

  
  St. Jude Medical, Inc.       
 John G. Stratton Retired Executive Vice President and 60 2017 

Audit

 
  President of Global Operations,   

Public Policy

 
  Verizon Communications Inc.    
 Glenn F. Tilton Retired Chairman, President 72 2007 

Audit

  
  and CEO, UAL Corporation     

Public Policy

   
 Miles D. White Executive Chairman, 66 1998 

Executive (Chair)

 
  Abbott Laboratories    

6      Abbott LaboratoriesGRAPHIC 7


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CORPORATE GOVERNANCE

Abbott is committed to goodstrong corporate governance andthat is aligned with shareholder interests. Our Board spends significant time with Abbott's senior management to understand the dynamics, issues, and opportunities for Abbott. During these interactions, directors provide insights and ask probing questions which guide management decision-making. This collaborative approach to risk oversight and emphasis on long term sustainability begins with our leaders and is engrained in Abbott's culture. The Board of Directorsalso regularly monitors bestleading practices in governance and adopts measures that it determines are in the best interest of Abbott and its shareholders.

GOVERNANCE HIGHLIGHTSCEO SUCCESSION PLANNING:

On March 31, 2020, Miles D. White stepped down as Chief Executive Officer, after a remarkable 21-year tenure and became Executive Chairman of the Board. Robert B. Ford, previously President and Chief Operating Officer and a 24-year Abbott veteran, succeeded Mr. White as Abbott's President and Chief Executive Officer.

With this transition, Mr. Ford became the 13th CEO of Abbott in its 132-year history, all having been appointed from within, a testament to Abbott's strong management philosophy and succession-planning discipline.

BOARD GOVERNANCE HIGHLIGHTS:

Lead Independent Director with Distinct Responsibilities




Elected annually by independent directors




Authority to call meetings of independent directors



Liaises between chairman and independent directors




Reviews matters such as meeting topics and schedules



Consults and engages directly with major shareholders




Regularly presides over executive sessions of independent directors at Board meetings



Leads annual Board and individual director performance reviews




Robust Board Evaluation and Refreshment Process

GRAPHIC

Other Board Governance Highlights

8      GRAPHIC


Table of ContentsBOARD COMPOSITION

Our goal is to maintain a diverse board representing a wide range of skills, experience, and perspectives.

Highly qualified Board, with broad diversity across backgrounds, skills and experiences

GRAPHIC

GRAPHICGRAPHIC

SHAREHOLDER OUTREACHOUTREACH:

Active shareholder engagement throughout the year is essential to maintaining good corporate governance. We routinely seek investor input on a variety of topics, including corporate governance, executive compensation, financial performancesustainability and other strategic matters. During 2017,2020, we conducted outreach with a cross-section of shareholders representing more than 60% of our outstanding shares. Investor sentiment and specific feedback was summarized and shared with executive management and the Board of Directors, for their respective decision making process.as appropriate.

Abbott Laboratories      7GRAPHIC 9


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SUSTAINABILITY

At Abbott, sustainability means managing our company to deliver long-term impact for the people we serve—shaping the future of healthcare and helping the greatest number of people live better and healthier lives.

Our Sustainability efforts are focused on the most relevant industry and company-specific risks and opportunities. In December 2020, we launched our new 2030 Sustainability Plan focused on Abbott's greatest opportunities to make an impact: creating new life-changing technologies and products, expanding the access and affordability of this innovation, and breaking down barriers that prevent people from getting the care they need. That reach and impact requires a strong foundation and sustainable business, which is why we're also taking action in key areas, including building the workforce of tomorrow, responsibly applying data to advance care, building a more resilient, diverse and responsible supply chain and protecting health by safeguarding the environment.

These areas have been identified through an in-depth materiality analysis, directed by executive management, and in partnership with numerous diverse stakeholders. We aim to deliver sustainable, responsible growth that improves lives and creates value in communities around the world.

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The Board of Directors and its committees have oversight over Abbott's environmental, social and governance practices. The Board was presented with sustainability objectives and efforts and has regular discussions with management on all the above sustainability matters, as well as workplace, management, and Board diversity, emerging governance practices and trends, global compliance matters, and sustainability reporting. In addition, executive compensation is linked to Sustainability commitments, as discussed in more detail on pages 40 and 41.

To learn more about Abbott's Sustainability efforts, please visit www.abbott.com/responsibility/sustainability.html.

SELECT RECOGNITION BY THIRD-PARTY ORGANIZATIONS

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Dow Jones Sustainability Index global Industry Group Leader for 8 consecutive years.  

Fortune's Most Admired Top 50 Company and leader in the Medical Products and Equipment sector for the past 8 years, and on Fortune's 2020 "Change the World" list for companies making positive social impacts through their core business.



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Fast Company's 2020 World-Changing Company of the Year.  

Recognized by Working Mother, Great Place to Work, DiversityInc, and several other publications for workplace leadership and diversity.  

Member of the elite S&P 500 Dividend Aristocrats Index, which recognizes companies who have raised their dividend payout annually for at least 25 consecutive years. In December 2020, Abbott announced a 25% increase to its quarterly dividend. This is the 49th consecutive year that Abbott has increased its quarterly dividend.

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SUSTAINABILITY

At Abbott, we believe that being a responsible and sustainable business is an essential foundation for helping people live fuller, healthier lives. Abbott works hard to maximize the impact of the business in creating stronger communities around the world—focusing on operating responsibly and earning trust by doing the right things, for the long term.

Product Excellence—Committed to offering products and services consistent with the highest standards of quality and safety.

Improving Access—Dedicated to creating technologies and products that meet local needs around the world, as well as informing and empowering people to make well-informed choices about healthcare.

Safeguarding the Environment—We've set goals to significantly reduce our environmental impacts in the areas of carbon dioxide emissions, total water intake and total generated waste.

RECOGNITION BY THIRD-PARTY ORGANIZATIONS

GRAPHICDow Jones Sustainability Index Industry Group Leader for the 5th consecutive year. Currently Abbott is the only U.S.-based company recognized as a global industry group leader.GRAPHICRecognized by Working Mother, Diversity Inc., Science and many other publications for workplace leadership and diversity.



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Ranked No. 1 for Social Responsibility in the Medical Products and Equipment sector on theFortune Most Admired Companies list each of the past five years.




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Ranked as one of the global 100 Best Corporate Citizens by Corporate Responsibility Magazine for nine consecutive years and named Healthcare Sector Leader in 2017.


To learn more about Abbott's sustainability efforts, please visitwww.abbott.com/citizenship.

VOTING MATTERS AND BOARD RECOMMENDATIONS

GRAPHIC

 

Election of 13 Director Nominees Named in this Proxy Statement: The Board recommends a vote Item
FOR

Highly qualified Board, with diversity in backgrounds, skills and experiences.

Relevant expertise to provide oversight and guidance for Abbott's diversified operating model. See pages 16 to 22 for more information.


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Matter


Board Recommendation

Page Reference
(for more information)


Item 1Election of 12 DirectorsFOR All Nominees12
Item 2Ratification of Ernst & Young LLP as AuditorsAuditors: The Board recommends a vote FOR

Independent firm with significant industry and financial reporting expertise.

See pages 81 to 82 for more information.

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FOR

62
Item 3Say on Pay—AnPay: Advisory Vote on the Approval of Executive
Compensation: The Board recommends a vote FOR

Market-based structure producing differentiated awards based on both company and individual performance, managed with independent oversight by the Compensation Committee.

Aligned to drive Abbott's strategic priorities, reflects consistent above-market TSR and upper-quartile Relative 3-year TSR performance vs. Peers. See pages 83 to 84 for more information.

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Approval and Adoption of Amendments to the Articles of Incorporation to Eliminate Statutory Supermajority Voting Standards: The Board recommends a vote FOR

Implementing majority voting standards for amendments to the Articles of Incorporation and approval of certain extraordinary transactions. See pages 85 to 86 for more information.

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FORThe Board recommends a vote

64
Item 4Shareholder AGAINST

Proposal 5: Lobbying Disclosure

Proposal 6: Report on Racial Justice

Proposal 7: Independent Board Chairman

AGAINSTSee pages 87 to 96 for more information.

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INFORMATION ABOUT THE ANNUAL MEETING

WHO CAN VOTE

Shareholders of record at the close of business on February 28, 2018 will be entitled to notice of and to vote at the Annual Meeting. As of January 31, 2018, Abbott had 1,746,333,892 outstanding common shares, which are Abbott's only outstanding voting securities. All shareholders have cumulative voting rights in the election of directors and one vote per share on all other matters.

NOTICE AND ACCESS

In accordance with the Securities and Exchange Commission's "Notice and Access" rules, Abbott mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to certain shareholders in mid-March of 2018.2021. The Notice describes the matters to be considered at the Annual Meeting and how the shareholders can access the proxy materials online. It also provides instructions on how those shareholders can vote their shares. If you received the Notice, you will not receive a print version of the proxy materials, unless you request one. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice.

HOW TO ATTEND THE MEETING ON THE VIRTUAL MEETING PLATFORM

Shareholders can attend, vote their shares, and submit questions during the Annual Meeting at www.meetingcenter.io/290382097. Shareholders may log into the Annual Meeting beginning at 8:15 Central Time on April 23, 2021. The Annual Meeting will begin promptly at 9:00 a.m. Central Time.

To be admitted to the Annual Meeting, shareholders will be required to enter the meeting password (ABT2021) and a 15-digit control number.

Registered Shareholders.    If you are a registered holder (i.e., you received your proxy materials from Abbott through Abbott's transfer agent, Computershare), you may attend the Annual Meeting without advance registration. Your 15-digit control number is provided on your proxy card, email, or Notice. Please follow the instructions on your proxy card, email, or Notice to attend the meeting. If you no longer have these documents, please contact Computershare at 1-888-332-2268.

Beneficial Shareholders.    If you are a beneficial holder (i.e., you received your proxy materials from your broker, bank, or other agent), you must register in advance to receive a 15-digit control number and attend the Annual Meeting. To register, you must submit your name, email address, and one of the following registration materials to Computershare:

Please send your registration materials to Computershare at legalproxy@Computershare.com, with "Registration Materials" in the subject line. Registration requests must be received by Computershare no later than 5 p.m. Eastern Time on Tuesday, April 20, 2021.

You will receive a confirmation of your registration by email from Computershare, along with a 15-digit control number needed to be admitted to the Annual Meeting. If you have questions, please contact Computershare at the telephone support line provided on the virtual meeting platform at www.meetingcenter.io/290382097.

HOW TO ATTEND THE MEETING BY PHONE

Shareholders who wish to attend the Annual Meeting by phone should contact Abbott representatives at 224-668-7238 or abbottshareholders@abbott.com to obtain the meeting telephone number in advance of the meeting. Shareholders participating by phone will be able to listen to the meeting but will not have the ability to vote or submit questions during the meeting. If you would like to vote your shares or submit questions during the meeting, please follow the instructions above in "How to Attend the Meeting on the Virtual Meeting Platform."

WHO CAN VOTE

Shareholders of record at the close of business on February 24, 2021 will be entitled to notice of and to vote at the Annual Meeting. As of January 31, 2021, Abbott had 1,771,529,358 outstanding common shares, which are Abbott's only outstanding voting securities. All shareholders have cumulative voting rights in the election of directors and one vote per share on all other matters.

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HOW TO VOTE

Whether or not you plan to virtually attend the Annual Meeting, Abbott strongly urges you to submit your proxy or vote your shares in advance of the Annual Meeting.

Registered Shareholders.    Registered shareholders may vote by mail by signing and promptly returning their proxy in the enclosed envelope. Abbott's By-Laws provide that a shareholder may authorize no more than two persons as proxies to attend and vote at the meeting. Registered shareholders may also vote their shares:

If you vote by telephone or using the Internet, you do not need to return your proxy card. The instructions for voting can be found with your proxy card or on the Notice.

Registered shareholders who have not voted their shares in advance of the meeting may do so at the Annual Meeting by clicking the "Cast Your Vote" link on the meeting center site.

Beneficial Shareholders.    Beneficial shareholders should refer to the voting instructions provided by their broker, bank, or other agent to direct the voting of their shares in advance of the meeting.

Beneficial shareholders may vote their shares at the Annual Meeting if they obtain a legal proxy from their broker, bank, or other agent giving the shareholder the right to vote such shares at the Annual Meeting. Please follow the instructions provided above in "How to Attend the Meeting on the Virtual Meeting Platform."

Shareholders participating by phone will not be able to vote their shares at the Annual Meeting.

HOW TO SUBMIT QUESTIONS

Following conclusion of the business items on the agenda for the Annual Meeting, Abbott will hold a live question and answer session where questions pertinent to meeting matters will be answered, as time permits. Shareholders participating in the meeting on the virtual meeting platform can submit questions during the Annual Meeting by clicking on the message icon in the upper right-hand corner of the page on the meeting center site. Questions that are substantially similar may be grouped together in a single response to avoid repetition and to allow more time for other questions.

Shareholders participating in the meeting by phone will not be able to submit questions during the meeting.

TECHNICAL SUPPORT

If you experience technical difficulties accessing the Annual Meeting, a technical support telephone number and additional support information will be available on the virtual meeting platform at www.meetingcenter.io/290382097.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting.

REVOKING A PROXY

You may revoke your proxy by voting in person at the Annual Meeting or, at any time prior to the meeting:

CUMULATIVE VOTING

Cumulative voting allows a shareholder to multiply the number of shares owned by the number of directors to be elected and to cast the total for one nominee or distribute the votes among the nominees, as the shareholder desires. Shareholders may not cumulate their votes against a nominee. If shares are voted cumulatively and there are more nominees than there are director vacancies, nominees who receive the greatest number of votes will be

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elected. If you wish to cumulate your votes, you must sign and mail in your proxy card or attend the Annual Meeting.

VOTING BY PROXY

All of Abbott's shareholders may vote by mail or at the Annual Meeting. Abbott's By-Laws provide that a shareholder may authorize no more than two persons as proxies to attend and vote at the meeting. Most of Abbott's shareholders may also vote their shares by telephone or the Internet. If you vote by telephone or the Internet, you do not need to return your proxy card. The instructions for voting can be found with your proxy card or on the Notice.

REVOKING A PROXY

You may revoke your proxy by voting in person at the Annual Meeting or, at any time prior to the meeting:

DISCRETIONARY VOTING AUTHORITY

Unless authority is withheld in accordance with the instructions on the proxy, the persons named in the proxy will vote the shares covered by proxies they receive to elect the 1213 nominees named in Item 1 on the proxy card. Should a nominee become unavailable to serve, the shares will be voted for a substitute designated by the Board of Directors, or for fewer than 1213 nominees if, in the judgment of the proxy holders, such action is necessary or desirable. The persons named in the proxy may also decide to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than the other nominees (or no votes at all), although they have no present intention of doing so. The proxy holders may not cast your vote for any nominee from whom you have withheld authority to vote.

Where a shareholder has specified a choice for or against the ratification of the appointment of Ernst & Young LLP as auditors, the advisory vote on the approval of executive compensation, or the management proposal for approval and adoption of amendments to the Articles of Incorporation, or a shareholder proposal, or where the shareholder has abstained on these matters, the shares represented by the proxy will be voted (or not voted) as specified. Where no choice has been specified, the proxy will be voted FOR the ratification of Ernst & Young LLP as auditors, FOR the approval of executive compensation, FOR the approval and adoption of amendments to the Articles of Incorporation, and AGAINST the shareholder proposal.

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Table of Contentsproposals.

TheAside from matters set forth in this proxy statement, the Board of Directors is not aware of any other issue which may properly be brought before the meeting. If other matters are properly brought before the meeting, the accompanying proxy will be voted in accordance with the judgment of the proxy holders.

QUORUM AND VOTE REQUIRED TO APPROVE EACH ITEM ON THE PROXY

A majority of the outstanding shares entitled to vote on a matter, represented in person or by proxy, constitutes a quorum for consideration of that matter at the meeting. The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders with respect to that matter.matter, except for the management proposal to approve and adopt amendments to Abbott's Articles of Incorporation, which requires the affirmative vote of at least two-thirds of the votes of the shares entitled to vote on such amendments.

EFFECT OF WITHHOLD VOTES, BROKER NON-VOTES, AND ABSTENTIONS

Shares represented by proxies which are present and entitled to vote on a matter but which have elected to withhold authority to vote for one or more directors or to abstain from voting on another matter will have the effect of votes against those directors or that matter. A proxy submitted by an institution, such as a broker or bank that holds shares for the account of a beneficial owner, may indicate that all or a portion of the shares represented by that proxy are not being voted with respect to a particular matter. This could occur, for example, when the broker or bank is not permitted to vote those shares in the absence of instructions from the beneficial owner of the shares. These "non-voted shares" will be considered shares not present and, therefore, not entitled to vote on those matters, although these shares may be considered present and entitled to vote for other purposes. Brokers and banks have discretionary authority to vote shares in the absence of instructions on matters the New York Stock Exchange considers "routine", such as the ratification of the appointment of the auditors. They do not have discretionary authority to vote shares in absence of instructions on "non-routine" matters. The election of directors, the advisory vote on the approval of executive compensation, and management and shareholder proposals are "non-routine" matters. Non-voted shares will not affect the determination of the outcome of the vote on any matter to be decided at the meeting.meeting, except for the management proposal to approve and adopt amendments to Abbott's Articles of Incorporation, for which non-voted shares will have the effect of votes against that matter.

INSPECTORS OF ELECTION

The inspectors of election and the tabulators of all proxies, ballots, and voting tabulations that identify shareholders are independent and are not Abbott employees.

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COST OF SOLICITING PROXIES

Abbott will bear the cost of making solicitations from its shareholders and will reimburse banks and brokerage firms for out-of-pocket expenses incurred in connection with this solicitation. Proxies may be solicited by mail, telephone, Internet, or in person by directors, officers, or employees of Abbott and its subsidiaries.

Abbott has retained GeorgesonMorrow Sodali LLC to aid in the solicitation of proxies at an estimated cost of $19,500 plus reimbursement for reasonable out-of-pocket expenses.

ABBOTT LABORATORIES STOCK RETIREMENT PLAN

Participants in the Abbott Laboratories Stock Retirement Plan will receive voting instructions for their shares held in the Abbott Laboratories Stock Retirement Trust. The Stock Retirement Trust is administered by both a trustee and an Investment Committee. The trustee of the Trust is The Northern Trust Company. The members of the Investment Committee are Stephen R. Fussell,Mary K. Moreland, Karen M. Peterson, and Brian P. Wentworth, employees of Abbott. The voting power with respect to the shares is held by and shared between the Investment Committee and the participants. The Investment Committee must solicit voting instructions from the participants and follow the voting instructions it receives. The Investment Committee may use its own discretion with respect to those shares for which no voting instructions are received.

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CONFIDENTIAL VOTING

It is Abbott's policy that all proxies, ballots, and voting tabulations that reveal how a particular shareholder has voted be kept confidential and not be disclosed, except:

HOUSEHOLDING OF PROXY MATERIALS

Shareholders sharing an address may receive only one copy of the proxy materials or the Notice of Internet Availability of Proxy Materials, unless their broker, bank, or other intermediary has received contrary instructions from any shareholder at that address. This is known as "householding." Shareholders wishing to discontinue householding and receive separate copies of the proxy materials or the Notice of Internet Availability of Proxy Materials should notify their broker, bank, or other intermediary.

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NOMINEES FOR ELECTION AS DIRECTORS

GRAPHICROBERT J. ALPERN, M.D.
Director since 2008 Age 6770
Ensign Professor of Medicine and Physiology and Professor of
Internal Medicine and Cellular and Molecular Physiology, and
Former Dean of
Yale School of Medicine, New Haven, Connecticut
    

Dr. Alpern has served as the Ensign Professor of Medicine and Professor of Internal Medicine and Dean ofat Yale School of Medicine since June 2004. From June 2004 to January 2020, Dr. Alpern served as Dean of Yale School of Medicine. From July 1998 to JuneMay 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical Center. Dr. Alpern also serves as a Director of AbbVie Inc. and Tricida, Inc. and served as a Director on the Board of Yale—Yale New Haven Hospital.Hospital from October 2005 through January 2020.

As the Ensign Professora result of Medicine, Professor of Internal Medicine, and Dean ofhis long-tenured leadership positions at the Yale School of Medicine Dean ofand The University of Texas Southwestern Medical Center, and as a former Director on the Board of Yale—Yale New Haven Hospital, Dr. Alpern contributes valuable insights to the Board through his medical and scientific expertise and his knowledge of the health care environment and the scientific nature of Abbott's key research and development initiatives.


GRAPHICGRAPHICROXANNE S. AUSTIN
Director since 2000 Age 5760
President and Chief Executive Officer, Austin Investment Advisors,
Newport Coast, California (Private Investment and Consulting Firm)
    

Ms. Austin is President and Chief Executive Officer of Austin Investment Advisors, a private investment and consulting firm, and chairs the U.S. Mid-Market Investment Advisory Committee of EQT Partners. Previously, Ms. Austin also served as the President and Chief Executive Officer of Move Networks, Inc., a provider of Internet television services. Ms. Austin served as President and Chief Operating Officer of DIRECTV, Inc. Ms. Austin also served as Executive Vice President and Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. Ms. Austin served on the Board of Directors of Telefonaktiebolaget LM Ericsson from 2008 to 2016.2016 and Target Corporation from 2002 to 2020. Ms. Austin currently serves on the Board of Directors of AbbVie Inc., Target Corporation, andCrowdStrike Holdings, Inc., Teledyne Technologies Inc.Incorporated, and Verizon Communications. Ms. Austin will not stand for re-election at Teledyne Technologies Incorporated's 2021 annual meeting of stockholders.

Through her extensive management and operating roles, including her financial roles, Ms. Austin contributes significant oversight and leadership experience, including financial expertise and knowledge of financial statements, corporate finance and accounting matters.

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GRAPHICGRAPHICSALLY E. BLOUNT, PH.D.
Director since 2011 Age 5659
Chief Executive Officer, Catholic Charities of the Archdiocese of Chicago, and Michael L. Nemmers Professor of Strategy and Former Dean of the J.L. Kellogg Graduate School of Management and the Michael L. Nemmers Professor of Management and Organizations at Northwestern University, Evanston, Illinois
    

Ms. Blount has served as Chief Executive Officer of Catholic Charities of the Archdiocese of Chicago since August 2020. Ms. Blount also is the Michael L. Nemmers Professor of Strategy and former Dean of the J.L. Kellogg Graduate School of Management and the Michael L. Nemmers Professor of Management and Organizations at Northwestern University since July 2010.from 2010 to 2018. From 2004 to 2010, she served as the Vice Dean and Dean of the undergraduate collegeUndergraduate College of New York University's Leonard N. Stern School of Business. Ms. Blount joined the faculty of New York University's Leonard N. Stern School of Business in 2001 and was the Abraham L. Gitlow Professor of Management and Organizations. Prior to joining NYU in 2001, Ms. Blount held academic posts at the University of Chicago's Graduate School of Business from 1992 to 2001. Ms. Blount currently serves on the Board of Directors of Ulta Beauty, Inc. and the Joyce Foundation.

AsHaving served as Dean of the J.L. Kellogg Graduate School of Management at Northwestern University and as the Vice Dean and Dean of the undergraduate collegeUndergraduate College of New York University's Leonard N. Stern School of Business, Ms. Blount provides Abbott's Board with expertise on business organization, governance and business management matters.

 

GRAPHICGRAPHICEDWARD M. LIDDYROBERT B. FORD
Director since 20102019 Age 7247
Retired Chairman & CEO, The Allstate Corporation, Northbrook, Illinois (Insurance Company)President and Chief Executive Officer, Abbott Laboratories
    

Mr. LiddyFord has served as a partner in the private equity investment firm Clayton, Dubilier & Rice, LLC from January 2010 to December 2015. At the request of the Secretary of the U.S. Department of Treasury, Mr. Liddy served as Interim ChairmanAbbott's President and Chief Executive Officer of American International Group, Inc., a global insurance and financial services holding company, from September 2008 until August 2009. From January 1999 to April 2008,since March 2020. Previously, Mr. LiddyFord served as Chairman of the Board of the Allstate Corporation. He served as Chief Executive Officer of Allstate from January 1999 to December 2006,Abbott's President from January 1995 to May 2005, and Chief Operating Officer from August 19942018 to January 1999.2020, Executive Vice President, Medical Devices from 2015 to 2018, Senior Vice President, Diabetes Care from 2014 to 2015, and Vice President, Diabetes Care, Commercial Operations from 2008 to 2014. Prior to 2008, he served in various leadership roles across Abbott's Diagnostics, Nutrition, and Diabetes Care businesses in the U.S. and Latin America. Mr. Liddy currently serves onFord joined Abbott in 1996.

As Abbott's President and Chief Executive Officer, and having previously held leadership positions across several of Abbott's businesses, and ultimately assuming responsibility for all of Abbott's operating businesses as Chief Operating Officer, Mr. Ford contributes an extensive knowledge of the BoardCompany's global operations, a wide breadth of Directors of AbbVie Inc., 3M Company,experience in strategy and The Boeing Company.

Through his executive leadership at Allstateexecution, and American International Group, and his board service at several Fortune 100 companies across a broad range of industries, Mr. Liddy provides valuable insights on corporate strategy, risk management, corporate governance and many other issues facing large,into global enterprises. Additionally, as a former chief financial officer, audit committee chair at Goldman Sachs and 3M Company, and partner at Clayton, Dubilier & Rice, LLC, Mr. Liddy provides significant knowledge and understanding of corporate finance, capital markets, financial reports and accounting matters.healthcare markets.


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GRAPHICGRAPHICMICHELLE A. KUMBIER
Director since 2018 Age 53
Former Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company,
Milwaukee, Wisconsin (Motorcycle and Related Products Manufacturer)

Ms. Kumbier served as Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company from 2017 to 2020. Previously, she served as Senior Vice President of Motor Company Product and Operations from 2015 to 2017, as Senior Vice President of Motorcycle Operations from 2012 to 2015, and as Senior Vice President of Product Development from 2010 to 2012. She started her career with Harley-Davidson in 1997. Prior to Harley-Davidson, Ms. Kumbier was employed with Kohler Company, maker of premium plumbing products, in a variety of positions from 1986 to 1997. Ms. Kumbier currently serves as a Director of Teledyne Technologies Incorporated.

Having served in several executive roles at Harley-Davidson, Ms. Kumbier contributes extensive experience in the management of a multinational public company, including significant manufacturing, product development, business development, and strategic planning experience.


GRAPHICDARREN W. MCDEW
Director since 2019 Age 60
Retired General, United States Air Force, and Former Commander of
U.S. Transportation Command, Scott Air Force Base, Illinois

General McDew is a retired four-star general who served for 36 years in the United States military before retiring in October 2018. From August 2015 to August 2018, General McDew served as Commander, U.S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense. Previously, he also served as Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division. General McDew currently serves on the Board of Directors of Parsons Corporation, Rolls-Royce, North America, Inc., United Services Automobile Association, and Boys & Girls Club of America.

Through his extensive leadership in the U.S. Air Force, General McDew contributes significant experience managing large, complex global operations, including strategic planning, security and risk management, cybersecurity, and supply chain and infrastructure management.

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GRAPHICNANCY MCKINSTRY
Director since 2011 Age 5962
Chief Executive Officer and Chairman of the Executive Board of
Wolters
Kluwer N.V., Alphen aan den Rijn, the Netherlands (Global
(Global Information,
Software, and Services Provider)
    

Ms. McKinstry has been the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V. since September 2003 and a member of its Executive Board since June 2001. Ms. McKinstry also serves on the Board of Accenture plc, the Board of Overseers of Columbia Business School, and the Board of Directors of Russell Reynolds Associates. Ms. McKinstry is also a member of the European Round Table of Industrialists. Ms. McKinstry served on the Board of Directors of Telefonaktiebolaget LM Ericsson (LM Ericsson Telephone Company) from 2004 to 2012.

As the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience, including an understanding of key issues facing a multinational business such as Abbott's.


GRAPHICPHEBE N. NOVAKOVIC
Director since 2010 Age 60
Chairman and Chief Executive Officer, General Dynamics Corporation, Falls Church, Virginia (Worldwide Defense, Aerospace, and Other Technology
Products Manufacturer)

Ms. Novakovic has been Chairman and Chief Executive Officer of General Dynamics Corporation since January 1, 2013. Previously, she served as President and Chief Operating Officer from May 2012 to December 2012 and as Executive Vice President, Marine Systems of General Dynamics from May 2010 to May 2012. From May 2005 to April 2010, Ms. Novakovic served as its Senior Vice President—Planning and Development. She was elected Vice President of General Dynamics in October 2002 after joining the company in May 2001. Previously, Ms. Novakovic was Special Assistant to the Secretary and Deputy Secretary of Defense, and had been a Deputy Associate Director of the Office of Management and Budget.

As a member of the Board of Directors and Chief Executive Officer of General Dynamics Corporation, Ms. Novakovic has strong management experience with a major public company, including significant marketing, operational and manufacturing experience, and contributes valuable insights into finance and capital markets. Her tenure with the Office of Management and Budget and as Special Assistant to the Secretary and Deputy Secretary of Defense enables her to provide government perspective and experience in a highly regulated industry.

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GRAPHICWILLIAM A. OSBORN
Lead Independent Director

Director since 2008 Age 7073
Retired Chairman and Chief Executive Officer of Northern Trust Corporation
(Multibank (Multibank Holding Company) and The Northern Trust Company, Chicago,
Illinois (Banking Services Company)
    

Mr. Osborn was Chairman of Northern Trust Corporation from 1995 through 2009 and served as its Chief Executive Officer from 1995 through 2007. Mr. Osborn currently serves as a Director of Caterpillar Inc. and General Dynamics Corporation. Mr. Osborn served on the Board of Directors of Nicor, Inc. from 1999 to 2006 and on the Board of Directors of Tribune Company from 2001 to 2012.

As the Chairman and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company, Mr. Osborn acquired broad experience in successfully overseeing complex global businesses operating in highly regulated industries.

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GRAPHICGRAPHICSAMUEL C. SCOTT IIIMICHAEL F. ROMAN
Director since 2007Nominee Age 7361
Retired Chairman of the Board, President and Chief Executive Officer, of Corn Products
International, Inc., Westchester, Illinois (Corn Refining3M Company, St. Paul, Minnesota (Global Manufacturing and Technology Company)
    

Mr. Scott retiredRoman has served as the Chairman of the Board, President and Chief Executive Officer of Corn Products International in 2009. He3M Company since May 2019. Previously, he served as Chairman, President, and Chief Executive Officer from February 2001 until he retired inJuly 2018 to May of 2009. He was President2019 and as Chief Operating Officer and Executive Vice President from January 1998 until February 2001.July 2017 to June 2018 with direct responsibilities for 3M's five business groups and its international operations. From June 2014 to July 2017, Mr. Roman served as 3M's Executive Vice President, Industrial Business Group. He wasserved as 3M's Senior Vice President, Business Development, from May 2013 to June 2014 and as Vice President and General Manager of Industrial Adhesives and Tapes Division from September 2011 to May 2013.

As Chairman of the Corn Refining Division of CPC International from 1995 through 1997, when CPC International spun off Corn Products International as a separate corporation. Mr. Scott currently serves on the Board, of Directors of Bank of New York Mellon Corporation and Motorola Solutions, Inc.

As the Chairman, President and Chief Executive Officer of Corn Products International,3M Company, Mr. Scott acquiredRoman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable business, leadership and management experience, including critical insights into matters relevant to a major public companycorporate strategy and experience in finance and capital markets matters.risk management.

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PHOTOGRAPHICDANIEL J. STARKS
Director since 2017 Age 6366
Retired Chairman, President and Chief Executive Officer of St. Jude Medical, Inc.,
St. Paul, Minnesota (Medical Device Manufacturer)
    

Mr. Starks served as the Chairman, President and Chief Executive Officer of St. Jude Medical, Inc., from 2004 until his retirement in January 2016, after which he served as its Executive Chairman of the Board until January 2017, when Abbott completed the acquisition of St. Jude Medical, Inc.Medical. Mr. Starks also served as President and Chief Operating Officer of St. Jude Medical Inc. from 2001 to 2004 and as its President and CEO, Cardiac Rhythm Management Business from 1997 to 2001.

Having served as St. Jude Medical's Executive Chairman and its Chairman, President and Chief Executive Officer, and having joined St. Jude Medical in 1996, Mr. Starks contributes not only comprehensive and critical knowledge of St. Jude Medical's operations,the medical devices industry, but also extensive business and management experience operating a global public company in a highly regulated industry.


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GRAPHICGRAPHICJOHN G. STRATTON
Director since 2017 Age 5760
Retired Executive Vice President and President of Global Operations, Verizon
Communications Inc., New York, New York (Telecommuncations(Telecommunications and Media Company)
    

Mr. Stratton has served as Executive Vice President and President of Global Operations sinceof Verizon Communications Inc. from February 2015.2015 to December 2018. Previously, he served as Executive Vice President and President of Global Enterprise and Consumer Wireline from April 2014 to February 2015, as President of Verizon Enterprise Solutions from January 2012 to April 2014, and as Chief Operating Officer and Executive Vice President of Verizon Wireless from October 2010 to January 2012. Since October 2012, Mr. Stratton hascurrently serves on the Board of Directors of General Dynamics Corporation. Mr. Stratton also served as a member of The President's National Security Telecommunications Advisory Committee.Committee from October 2012 to July 2018 and as Director of the Cellular Telecommunications Industry Association from February 2015 to July 2018.

Through his executive leadership at Verizon Communications, Mr. Stratton contributes extensive business and management experience operating a global public company such as Abbott, including valuable insights on corporate strategy and risk management. His service on the National Security Telecommunications Advisory Committee enables him to provide government perspective and experience in a highly regulated industry.


16      Abbott Laboratories


Table of Contents

GRAPHICGLENN F. TILTON
Director since 2007 Age 6972
Retired Chairman, President and Chief Executive Officer of UAL Corporation, Chicago, Illinois (Airline Holding Company)
    

Mr. Tilton served as Chairman, President and Chief Executive Officer of UAL Corporation, and Chairman and Chief Executive Officer of United Air Lines, Inc., an air transportation company and wholly owned subsidiary of UAL Corporation, from September 2002 to October 2010. Mr. Tilton also served on the Board of United Continental Holdings, Inc. from 2001 to 2013 and served as its Non-Executive Chairman of the Board from October 2010 to December 2012. Mr. Tilton is also a Director of AbbVie Inc. and Phillips 66. Mr. Tilton also served on the Board of Directors of Lincoln National Corporation from 2002 to 2007, of TXU Corporation from 2005 to 2007, of Corning Incorporated from 2010 to 2012, and as Chairman of the Midwest for JPMorgan Chase & Co. and a member of its companywide Executive Committee from June 2011 to June 2014.

Having previously served as Chief Executive Officer of UAL Corporation and United Air Lines, Non Executive Chairman of the Board of United Continental Holdings, Inc., Chairman of the Midwest for JPMorgan Chase & Co., Chairman, President, and Vice Chairman of Chevron Texaco, and as Interim Chairman of Dynegy, Inc., Mr. Tilton acquired strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as expertise in finance and capital markets matters.


GRAPHIC 21


Table of Contents

GRAPHICMILES D. WHITE
Director since 1998 Age 6366
Executive Chairman of the Board, and Chief Executive Officer, Abbott Laboratories
    

Mr. White has served as Abbott's Executive Chairman of the Board since March 2020. Mr. White previously served as Abbott's Chairman of the Board and Chief Executive Officer since 1999. He servedfrom 1999 to 2020 and as an Executive Vice President of Abbott from 1998 to 1999. He joined Abbott in 1984. He currently serves as a Director of Caterpillar Inc. and McDonald's Corporation.

ServingHaving joined Abbott in 1984 and having served as Abbott's Chairman of the Board and Chief Executive Officer since 1999 and having joined Abbott in 1984,for 21 years, Mr. White contributes not only his valuable business, management and leadership experience, but also his extensive knowledge of the Company and its global operations, as well as key insights into strategic, management and operation matters, ensuring the appropriate level of oversight and responsibility is applied to all Board decisions.

Abbott Laboratories      1722      GRAPHIC


Table of Contents

THE BOARD OF DIRECTORS AND ITS COMMITTEES

THE BOARD OF DIRECTORS

The Board of Directors held 78 meetings in 2017.2020. The average attendance of all directors at Board and committee meetings in 20172020 was ninety-nine percent98% and each director attended at least seventy-five percent75% of the total number of Board meetings and meetings of the committees on which he or she served. Abbott encourages its Board members to attend the annual shareholders meeting. Last year, all of Abbott's directors attended the annual shareholders meeting.

The Board has determined that each of the following directorsindividuals is independent in accordance with the New York Stock Exchange listing standards: R. J. Alpern, R. S. Austin, S. E. Blount, W. J. Farrell,M. A. Kumbier, E. M. Liddy, D. W. McDew, N. McKinstry, P. N. Novakovic, W. A. Osborn, M. F. Roman, S. C. Scott III, D. J. Starks, J. G. Stratton, and G. F. Tilton. To determine independence, the Board applied the categorical standards attached as Exhibit A to this proxy statement. The Board also considered whether a director has any other material relationships with Abbott or its subsidiaries and concluded that none of these directors had a relationship that impaired the director's independence. This included consideration of the fact that some of the directors or their family members are officers or serve on boards of companies or entities to which Abbott sold products or made contributions or from which Abbott purchased products and services during the year. In making its determination, the Board relied on both information provided by the directors and information developed internally by Abbott.

The Board has risk oversight responsibility for Abbott and administers this responsibility both directly and with assistance from its committees.

LEADERSHIP STRUCTURE

The Board has determined thatOn March 31, 2020, Miles D. White stepped down as Chief Executive Officer, after a remarkable 21-year tenure, and became Executive Chairman of the current leadership structure, in which the offices of ChairmanBoard. Robert B. Ford, Abbott's then-President and Chief Operating Officer, succeeded Mr. White as Abbott's President and Chief Executive Officer are held by one individualOfficer. With this transition, Mr. Ford became the 13th CEO of Abbott in its 132-year history, all having been appointed from within, a testament to Abbott's strong management philosophy and an independent director actssuccession planning.

The Board is actively involved in succession planning and is focused on ensuring leadership continuity. The Board believes that the continuation of Mr. White's service as lead director, ensures the appropriate level of oversight, independence, and responsibility is applied to all Board decisions, including risk oversight, andExecutive Chairman is in the best interests of Abbott and its shareholders.

Chairman/Chief Executive Officer

Lead Independent Director


IMPACT OF ABBOTT/ABBVIE SEPARATION

GRAPHIC

PAY DECISIONS FOR NAMED EXECUTIVE OFFICERS

The following pages highlightdetail the rationale for the pay decisions forgoals and metrics used to determine each named officer. Itofficer's payout under our annual and long-term incentive plans. For some goals, the target is important to note that annualnot disclosed for competitive reasons. The long-term incentive pay decisions were made in early 2018 based on 2017 results. Long-term incentive decisions (options and performance shares) shown in the Summary Compensation Table of this proxy statement were made in early 2017 based on 2016 results (see prior year proxy statement for discussion of 2016 results). We have also included information about our February 2018 LTI grants since theyand detailed here were based on 2017 TSR performance. Specific 2017 financial goalsupon performance through 2019, whereas the annual incentive plan payouts are detailed on page 38.based upon performance during 2020.

GRAPHIC 41


Miles D. WhiteNAMED EXECUTIVE OFFICER COMPENSATION DECISIONS

GRAPHICROBERT B. FORD

President and Chief Executive Officer, and Director

Mr. Ford previously served as President and Chief Operating Officer until his appointment to President and Chief Executive Officer on March 31, 2020.

Base Salary

Base Salary—No increase. Mr. White last received aFord's annual base salary increasewas increased to $1,400,000 in 2010.March 2020 in connection with his promotion to President and Chief Executive Officer.

Annual Incentive Plan

Performance Incentive PlanMr. White'sFord's target bonus iswas increased to 175% of base salary.in connection with his promotion to President and Chief Executive Officer. Based on performance in 2017,2020, Mr. WhiteFord received a bonus in February 2018 of $4,500,000,2021 which was equalcalculated as follows:

 2019
2020 GOAL MEASUREMENT
2020
 GOAL
 RESULTS
ACHIEVED


 GOAL
WEIGHT


 THRESHOLD
 TARGET
 MAXIMUM
 RESULTS
ACHIEVED


 GOAL
SCORE


 
 FINANCIAL METRICS(1)
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Sales(2)$31.96B25%$34.02B$34.18B$34.33B$34.92B37.5%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Diluted EPS $3.24 25% $3.55 $3.60 $3.65 $3.65 37.5%  
​  
​  Adjusted ROA10.9%10%11.6%11.7%11.8%11.8%15.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Free Cash Flow $4.5B 10% $4.3B $4.6B $4.8B $5.7B 15.0%  
​  
              Financial Total 105.0%  
(1)
Adjusted Sales exclude the impact of foreign exchange on actual sales relative to 135%the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items, such as intangible amortization expense and various other costs including expenses related to restructuring actions or business acquisitions. Adjusted Return on Assets (ROA) reflects earnings from continuing operations, excluding interest expense and specified items. Adjusted ROA also reflects total assets less current liabilities excluding short-term borrowings. Free Cash Flow equals Operating Cash Flow less acquisitions of hisproperty and equipment.

(2)
Set based on expected market growth of the businesses and markets in which we compete. To achieve target bonus. This payout, reflects his significant overachievementmust increase market share.
​  
 STRATEGIC METRICS(3)   
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Diabetes Care Sales Growth10%93.7% of TargetTarget106.0% of TargetBelow Threshold0.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Structural Heart Sales Growth 10% 83.6% of Target Target 109.3% of Target Below Threshold 0.0%  
​  
 Core Diagnostics Sales Growth10%85.5% of TargetTarget112.0% of TargetBelow Threshold0.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
(3)
Target not disclosed for competitive reasons. Diabetes Care, Structural Heart and Core Diagnostics Sales Growth exclude the impact of both financial andforeign exchange.

42      GRAPHIC



Given the course of the pandemic, the strategic goals including 163% achievementset in February 2020 shifted immediately to focus on pandemic response. Our extraordinary response was focused on 3 specific goals, all of his free cash flow goal, sustained overachievement of his sales and return goals, and the successful reshaping of Abbott through the AMO divestiture and the acquisitions of St. Jude Medical and Alere Inc.which were overachieved.

STRATEGIC METRICS2020 RESULTSGOAL SCORE

Goal (10% weight): Develop COVID-19 related tests across Abbott's broad diagnostic portfolios.Overachieved: Abbott developed 12 tests, half of which were approved for use during the first six months of 2020.15.0%
���Goal (10% weight): Expand manufacturing capacity for COVID-19 tests in both the U.S. and internationally.Overachieved: Authorized $639MM of spending to expand manufacturing at existing facilities and create two new facilities (in IL and ME). Sold 424MM COVID-19 tests during 2020, representing $3.9B in sales.15.0%
​  Goal (10% weight): Ensure supply chain and business continuity for existing base business.Overachieved: Through proactive and continuous communication with suppliers and vendors, Abbott experienced no disruptions to our supply chain.15.0%
Strategic Total45.0%
Financial Total
(prior page)
105.0%
Total Goal Score150.0%


BASE SALARY   BONUS TARGET %   

TOTAL GOAL SCORE

   AWARD PAYOUT
 $1,400,000 x 175% x 

150%

 = $3,675,000

Abbott Laboratories      35GRAPHIC 43



Long-Term Incentives

Based on the Committee's review of Abbott and individual performance in 2016,through 2019, Mr. WhiteFord received an LTI award in February 20172020 with a value of $8,199,521,$11,250,000, which was equal to approximately 100%90% of his 25th percentile LTIthe market value equity award guideline.for a CEO in Abbott's peer group. This award reflects a significant reductionwas paid 50% in his award vs.stock options(1) and 50% in performance restricted shares(2)

LTI AWARD
GUIDELINE
   LTI ADJUSTMENT   

AWARD ALLOCATION

   AWARD
VALUE

$12,500,000
 x 
90%
 x 

​ 50% Stock Options(1)

 = $5,625,000
​  
​           50% Performance Restricted Shares(2)   $5,625,000
        Total   $11,250,000


  INDIVIDUAL LTI PERFORMANCE ASSESSMENT
  METRIC  2017  2018  2019  OVERALL 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
   Sales and Market Growth Contribution  Exceeded (+1)  Exceeded (+1)  Exceeded (+1)  +3 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Margin Contribution   Met (0)   Exceeded (+1)   Exceeded (+1)   +2   
​   Strategic Financial Contribution  Exceeded (+1)  Met (0)  Did not meet (-1)  0 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Total   +5   
​   Preliminary Adjustment

 125% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Impact(3)   -   
​   LTI Adjustment

 90% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 


  LTI ADJUSTMENT LEGEND 
​   PRELIMINARY ADJUSTMENT  IMPACT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
​   TOTAL  RESULT  IMPACT ON BUSINESS
PRIORITIES

 
 SCORE  RESULT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +4 or More  125%  High Impact  ++  +25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +1 to +3   110%   Medium/High Impact   +   Up to +25%   
​   0  100%  Medium Impact  =  0% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  -1 or -2   90%   Medium/Low Impact   -   Up to -25%   
​   -3 or Less  75%  Low Impact  --  -25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
(1)
Stock options realize value only through share price appreciation.

(2)
Performance restricted shares vest only if the prior year13% Adjusted Return on Equity (ROE) performance target is achieved.

(3)
Individual LTI performance assessment was based upon Mr. Ford's role as President and reflects Abbott's 2016 TSR performance which was below our peers.Chief Operating Officer. The Committee adjusted the grant to reflect Mr. Ford's upcoming promotion to President and Chief Executive Officer.

44      GRAPHIC


Based on performance in 2017, Mr. White received an LTI award in February 2018 with a value of $15,000,000, which was equal to approximately 137% of the market. This award reflects Abbott's very strong operational performance during 2017, TSR performance at the top of the peer group and well ahead of the S&P 500 and DJIA, and the achievement of several important strategic goals including the sale of AMO and acquisition of St. Jude Medical and Alere Inc. The award also reflects Abbott's sustained strong financial returns under Mr. White's leadership, including exceeding its adjusted diluted EPS growth commitments and consistently meeting or beating earnings targets annually for the past 15 years. Additional details regarding that award will be included in Abbott's 2019 proxy statement.

Brian B. Yoor

Base SalaryTable of Contents

GRAPHICROBERT E. FUNCK, JR

Executive Vice President, Finance and Chief Financial Officer

Mr. Yoor's annual base salaryFunck previously served as Senior Vice President, Finance and Controller. Mr. Funck was increased from $600,000 to $650,000 in February 2017 in connection with his transitionappointed to Executive Vice President, Finance and Chief Financial Officer.Officer effective March 1, 2020.

Base Salary

Performance Incentive PlanMr. Yoor's target bonus was increased in 2017 from 100% to 105% of his base salary. Based on performance in 2017, Mr. Yoor received a bonus in February 2018 of $1,062,400, which was equal to 156% of his target bonus. This payout reflects significant overachievement of both financial and strategic goals, including 163% achievement of his free cash flow goal, and overachievement of his sales and return goals. Mr. Yoor's strategic and leadership goals for 2017 included M&A activity support, transformation of the finance organization, and implementation of key financing and cash flow improvement initiatives which significantly overachieved their targets. In addition to the calculations derived from the scoring of financial and strategic goals, the plan allows further adjustments up or down by the Compensation Committee to reflect achievements not anticipated when goals were set. For 2017, the Committee adjusted Mr. Yoor's bonus (by $300,000) to reflect the unanticipated achievements.

Long-Term Incentives—Based on performance in 2016, Mr. Yoor received an LTI award in February 2017 with a value of $1,754,876, which was equal to 90% of his 25th percentile LTI award guideline.

Based on performance in 2017, Mr. Yoor received an LTI award in February 2018 with a value of $5,383,800, which was equal to approximately 135% of his 75th percentile LTI award guideline. This award reflects Abbott's and Mr. Yoor's strong performance during 2017. Additional details regarding that award will be included in Abbott's 2019 proxy statement.

Hubert L. Allen

Base Salary—No change in 2017.

Performance Incentive Plan—Mr. Allen's target bonus is 105% of his base salary. Based on performance in 2017, Mr. Allen received a bonus in February 2018 of $1,015,200, which was equal to 140% of his target bonus. This payout reflects significant overachievement of both financial and strategic goals, including 163% achievement of his free cash flow goal, and overachievement of his sales and return goals. Mr. Allen's strategic and leadership goals for 2017 included achieving key litigation and compliance initiatives, licensing and acquisition objectives, and successful integration activities. In addition to the calculations derived from the scoring of financial and strategic goals, the plan allows further adjustments up or down by the Compensation Committee to reflect achievements not anticipated when goals were set. For 2017, the Committee adjusted Mr. Allen's bonus (by $200,000) to reflect the unanticipated achievements.

Long-Term Incentives—Based on performance in 2016, Mr. Allen received an LTI award in February 2017 with a value of $2,144,861, which was equal to 110% of his 25th percentile LTI award guideline.

Based on performance in 2017, Mr. Allen received an LTI award in February 2018 with a value of $5,383,800, which was equal to approximately 135% of his 75th percentile LTI award guideline. This award reflects Abbott's and Mr. Allen's strong performance during 2017. Additional details regarding that award will be included in Abbott's 2019 proxy statement.

36      Abbott Laboratories


Robert B. Ford

Base Salary—No change in 2017.

Performance Incentive Plan—Mr. Ford's target bonus is 105% of his base salary. Based on performance in 2017, Mr. Ford received a bonus in February 2018 of $1,066,400, which was equal to 150% of his target bonus. This payout reflects significant overachievement of financial and strategic goals. Mr. Ford's strategic and leadership goals for 2017 included achieving key product approvals, successful integration of St. Jude Medical, and market share growth objectives. In addition to the calculations derived from the scoring of financial and strategic goals, the plan allows further adjustments up or down by the Compensation Committee to reflect achievements not anticipated when goals were set. For 2017, the Committee adjusted Mr. Ford's bonus (by $425,000) to reflect the unanticipated achievements.

Long-Term Incentives—Based on performance in 2016, Mr. Ford received an LTI award in February 2017 with a value of $1,949,869, which was equal to 90% of his 25th percentile LTI award guideline.

Based on performance in 2017, Mr. Ford received an LTI award in February 2018 with a value of $5,383,800, which was equal to approximately 135% of his 75th percentile LTI award guideline. This award reflects Abbott's and Mr. Ford's strong performance during 2017. Additional details regarding that award will be included in Abbott's 2019 proxy statement.

Daniel G. Salvadori

Base Salary—Mr. Salvadori'sFunck's annual base salary was increased from $575,000in January 2020 to $650,000 in July 2017 in connection with his promotion from Senior Vice President, Established Pharmaceuticals, Latin America to Executive Vice President, Nutritional Products.

Performance Incentive Plan—Mr. Salvadori's target bonus is 105% of his base salary. Based on performance in 2017, Mr. Salvadori received a bonus in February 2018 of $733,700, which was equal to 108% of his target bonus. This payout reflects 102.9% achievement of his regional sales goal, 109.4% achievement of his regional margin goal, and achievement of his other financial and strategic goals. Mr. Salvadori's strategic and leadership goals for 2017 included achieving new product development, market share growth, and talent related goals.

Long-Term Incentives—Based on performance in 2016, Mr. Salvadori received an LTI award in February 2017 with a value of $1,772,444, which was equal to 135% of his 25th percentile LTI award guideline. Mr. Salvadori received an additional award in July 2017 with a value of $739,794$825,000 in connection with his promotion to Executive Vice President, Nutritional Products.Finance and Chief Financial Officer.

Annual Incentive Plan

Mr. Funck's target bonus was increased to 115% of base salary in 2020 in connection with his promotion to Executive Vice President, Finance and Chief Financial Officer. Based on performance in 2017,2020, Mr. SalvadoriFunck received an LTI award in February 2018 with a value of $3,988,000, which was equal to approximately 100% of his 75th percentile LTI award guideline. This award reflects Abbott's and Mr. Salvadori's strong performance during 2017. Additional details regarding that award will be included in Abbott's 2019 proxy statement.

Michael T. Rousseau

Base Salary—No increase.

Performance Incentive Plan—Mr. Rousseau's target bonus was 125% of base salary per the St. Jude Medical merger agreement. Based on the terms of his retention agreement, Mr. Rousseau received a prorated bonus in February 2018 of $643,800.

Long-Term Incentives—Mr. Rousseau did not receive an LTI award in 2017.

Eric S. Fain

Base Salary—No increase.

Performance Incentive Plan—Mr. Fain's target bonus was 100% of base salary per the St. Jude Medical merger agreement. Based on the terms of his retention agreement, Mr. Fain received a prorated bonus in February 2018 of $174,700.

Long-Term Incentives—Based on the terms of his retention agreement, Mr. Fain received an LTI award in February 2017 with a value of $2,049,8572021 which was equal to the value of his previous LTI grant at St. Jude Medical.

Abbott Laboratories      37


2017 PERFORMANCE GOALS FOR PERFORMANCE INCENTIVE PLAN

DISCUSSION OF NAMED OFFICERS' ACHIEVEMENT OF GOALS DURING 2017

FINANCIAL GOALS

The results shown below reflect the 2017 financial goals and results for the Named Officers.calculated as follows:

 

Executive

 Metric

2016
Results
Achieved



2017
Expected
Results



2017
Results
Achieved



Percentage
Achieved


Percentage
Increase(1)
2017 vs. 2016
 2019
2020 GOAL MEASUREMENT
2020

 

Miles D. White

 

Adjusted Sales(2)

 

$20.5 Billion

 

$26.4 Billion

 

$26.7 Billion

 

101%

 

31%

  GOAL
 RESULTS
ACHIEVED


 GOAL
WEIGHT


 THRESHOLD
 TARGET
 MAXIMUM
 RESULTS
ACHIEVED


 GOAL
SCORE


 

  Adjusted Diluted EPS(3) $2.20 $2.45 $2.50 102% 14%  FINANCIAL METRICS(1)
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

  Adjusted Net Income(3) $3.28 Billion $4.3 Billion $4.4 Billion 102% 34%  Adjusted Sales(2)$31.96B10%$34.02B$34.18B$34.33B$34.92B15.0%

  Adjusted Return on Assets(3),(4) 9.8% 7.5% 7.5% 100% (4)  

  Adjusted Free Cash Flow(3) $2.1 Billion $2.7 Billion $4.4 Billion 163% 113%  
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

 

Brian B. Yoor

 

Adjusted Sales(2)

 

$20.5 Billion

 

$26.4 Billion

 

$26.7 Billion

 

101%

 

31%

  Adjusted Diluted EPS $3.24 20% $3.55 $3.60 $3.65 $3.65 30.0%  

 

 Adjusted Diluted EPS(3) $2.20 $2.45 $2.50 102% 14%  

 

 Adjusted Free Cash Flow(3) $2.1 Billion $2.7 Billion $4.4 Billion 163% 113%  Free Cash Flow$4.5B10%$4.3B$4.6B$4.8B$5.7B15.0%

 

Hubert L. Allen

 

Adjusted Sales(2)

 

$20.5 Billion

 

$26.4 Billion

 

$26.7 Billion

 

101%

 

31%

  

  Adjusted Diluted EPS(3) $2.20 $2.45 $2.50 102% 14%  

  Adjusted Free Cash Flow(3) $2.1 Billion $2.7 Billion $4.4 Billion 163% 113%  
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

 

Robert B. Ford

 

Adjusted Division Net Sales(2)

 

$5.2 Billion

 

$10.4 Billion

 

$10.4 Billion

 

100%

 

100%

 
 
Achieve Key Treasury and Tax Metrics(3)  15% Target Target Target Achieved 15.0%  

 

 Adjusted Division Margin(3) $1,335 Million $2,992 Million $3,018 Million 101% 126%  
             Financial Total 75.0%  
(1)
Percentage increase based on actual (unrounded) results.

(2)
Reflects a Sales Growth goal under the annual incentive plan.

(3)
Reflects a Financial Return goal under the annual incentive plan.

(4)
Adjusted Return on Assets metric reduced in 2017 as a result of the St. Jude Medical acquisition.

Adjusted Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items. Free Cash Flow equals Operating Cash Flow less acquisitions of property and equipment.

(2)
Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, must increase market share

(3)
Target not disclosed for competitive reasons.
​  
STRATEGIC METRICS   
​  ​​​​​​​​​​​​
Goal (10% weight): Execute integration milestones related to Cardiovascular Entity/Enterprise Resource Planning, global expense reporting and management, and site strategies.
Result: Achieved
​  
Goal (10% weight): Reduce operational risk associated with aging technology through specific application remediation, upgrading and replacing critical applications, and remediating unsupported infrastructure.
Result: Mostly achieved

​  ​​​​​​​​​​​​
Goal (10% weight): Execute improvements to key financial processes, including financial planning, monthly close, capital expenditure, and Financial Policies and Procedures.
Result: Mostly achieved
​  

GRAPHIC 45


Table of Contents


Given the course of the pandemic, the strategic goals set in February 2020 shifted immediately to focus on pandemic response. Our extraordinary response was focused on 3 specific goals, all of which were overachieved.

STRATEGIC METRICS2020 RESULTSGOAL SCORE

Goal (10% weight): Develop COVID-19 related tests across Abbott's broad diagnostic portfolios.Overachieved: Abbott developed 12 tests, half of which were approved for use during the first six months of 2020.15.0%
Goal (10% weight): Expand manufacturing capacity for COVID-19 tests in both the U.S. and internationally.Overachieved: Authorized $639MM of spending to expand manufacturing at existing facilities and create two new facilities (in IL and ME). Sold 424MM COVID-19 tests during 2020, representing $3.9B in sales.15.0%
​  Goal (10% weight): Ensure supply chain and business continuity for existing base business.Overachieved: Through proactive and continuous communication with suppliers and vendors, Abbott experienced no disruptions to our supply chain.15.0%


TALENT AND SUCCESSION METRICS2020 RESULTSGOAL SCORE

Goal (15% weight): Meet talent and succession planning targets.Achieved15.0%
Strategic and Talent Total60.0%
​​​​​​​​
Financial Total
(prior page)

75.0%
​​​​​​​​
Total Goal Score135.0%


BASE SALARY   BONUS TARGET %   

TOTAL GOAL SCORE

   AWARD PAYOUT
 $825,000 x 115% x 

135.0%

 = $1,280,800

46      GRAPHIC


Table of Contents


Long-Term Incentives

Based on the Committee's review of Abbott and individual performance through 2019, Mr. Funck received an LTI award in February 2020 with a value of $4,432,500, which was equal to 112.5% of his LTI award guideline. Additional calculation details are as follows:

LTI AWARD
GUIDELINE
   LTI ADJUSTMENT   

AWARD ALLOCATION

   AWARD
VALUE

$3,940,000
 x 
112.5%
 x 

​ 50% Stock Options(1)

 = $2,216,250
​  
​           50% Performance Restricted Shares(2)   $2,216,250
        Total   $4,432,500


  INDIVIDUAL LTI PERFORMANCE ASSESSMENT
  METRIC  2017  2018  2019  OVERALL 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
   Sales and Market Growth Contribution  Met (0)  Exceeded (+1)  Exceeded (+1)  +2 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Margin Contribution   Exceeded (+1)   Exceeded (+1)   Exceeded (+1)   +3   
​   Strategic Financial Contribution  Exceeded (+1)  Met (0)  Met (0)  +1 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Total   +6   
​   Preliminary Adjustment

 125% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Impact(3)   -   
​   LTI Adjustment

 112.5% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 


  LTI ADJUSTMENT LEGEND 
​   PRELIMINARY ADJUSTMENT  IMPACT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
​   TOTAL  RESULT  IMPACT ON BUSINESS
PRIORITIES

 
 SCORE  RESULT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +4 or More  125%  High Impact  ++  +25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +1 to +3   110%   Medium/High Impact   +   Up to +25%   
​   0  100%  Medium Impact  =  0% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  -1 or -2   90%   Medium/Low Impact   -   Up to -25%   
​   -3 or Less  75%  Low Impact  --  -25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
(1)
Stock options realize value only through share price appreciation.

(2)
Performance restricted shares vest only if the 13% Adjusted Net IncomeReturn on Equity (ROE) performance target is achieved.

(3)
Individual LTI performance assessment was based upon Mr. Funck's role as Controller. The Committee adjusted the grant to reflect Mr. Funck's upcoming promotion to Chief Financial Officer.

GRAPHIC 47


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GRAPHICHUBERT L. ALLEN

Executive Vice President, General Counsel and Secretary

Base Salary

Mr. Allen's annual base salary was increased to $760,000 in March 2020.

Annual Incentive Plan

Based on performance in 2020, Mr. Allen received a bonus in February 2021 which was calculated as follows:

 2019
2020 GOAL MEASUREMENT
2020
 GOAL
 RESULTS
ACHIEVED


 GOAL
WEIGHT


 THRESHOLD
 TARGET
 MAXIMUM
 RESULTS
ACHIEVED


 GOAL
SCORE


 
 FINANCIAL METRICS(1)
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Sales(2)$31.96B10%$34.02B$34.18B$34.33B$34.92B15.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Diluted EPS $3.24 15% $3.55 $3.60 $3.65 $3.65 22.5%  
​  
​  Free Cash Flow$4.5B10%$4.3B$4.6B$4.8B$5.7B15.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Other Financial Returns(3)  10% Target Target Target Achieved 10.0%  
​  
 STRATEGIC METRICS   
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Goal (30% weight): Resolve certain key litigation matters and investigations.  
 Result: Achieved 30.0%  
​  
​  Goal (10% weight): Achieve intellectual property strategy initiatives across all Abbott divisions.
​  Result: Achieved10.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 TALENT AND SUCCESSION METRICS   
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Goal (15% weight): Meet talent and succession planning targets.  
 Result: Mostly achieved 12.5%  
​  
              Total 115.0%  


BASE SALARY   BONUS TARGET %   

TOTAL GOAL SCORE

   AWARD PAYOUT
 $760,000 x 105% x 

115%

 = $917,700
​  
    (1)
    Adjusted Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items. The calculationsFree Cash Flow equals Operating Cash Flow less acquisitions of Adjusted Returnproperty and equipment.

    (2)
    Set based on Assetsexpected market growth of the businesses and markets in which we compete. To achieve target payout, must increase market share.

    (3)
    Target not disclosed for competitive reasons.

48      GRAPHIC


Table of Contents


Long-Term Incentives

Based on the Committee's review of Abbott and individual performance through 2019, Mr. Allen received an LTI award in February 2020 with a value of $3,750,000, which was equal to 125% of his LTI award guideline. Additional calculation details are as follows:

LTI AWARD GUIDELINE   LTI ADJUSTMENT   

AWARD ALLOCATION

   AWARD
VALUE

$3,000,000
 x 
125%
 x 

​ 50% Stock Options(1)

 = $1,875,000
​  
​           50% Performance Restricted Shares(2)   $1,875,000
        Total   $3,750,000


  INDIVIDUAL LTI PERFORMANCE ASSESSMENT
​   METRIC  2017  2018  2019  OVERALL 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
   Sales and Market Growth Contribution  Met (0)  Exceeded (+1)  Exceeded (+1)  +2 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Margin Contribution   Exceeded (+1)   Exceeded (+1)   Exceeded (+1)   +3   
​   Strategic Financial Contribution  Exceeded (+1)  Met (0)  Met (0)  +1 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
              Total   +6   
​         LTI Adjustment

 125% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 


 LTI ADJUSTMENT LEGEND
​  TOTAL RESULT
​ 
 +4 or More 125%
​ 
 +1 to +3 110%
 0 100%
​ 
 -1 or -2 90%
 -3 or Less 75%
​ 
(1)
Stock options realize value only through share price appreciation.

(2)
Performance restricted shares vest only if the 13% Adjusted Return on Equity reflect adjusted net earnings from continuing operations. The calculation(ROE) performance target is achieved.

GRAPHIC 49


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GRAPHICJOHN F. GINASCOL

Executive Vice President, Core Diagnostics

Base Salary

Mr. Ginascol's annual base salary was increased to $710,000 in March 2020.

Annual Incentive Plan

Based on performance in 2020, Mr. Ginascol received a bonus in February 2021 which was calculated as follows:

 2019
2020 GOAL MEASUREMENT
2020
 GOAL
 RESULTS
ACHIEVED


 GOAL
WEIGHT


 THRESHOLD
 TARGET
 MAXIMUM
 RESULTS
ACHIEVED


 GOAL
SCORE


 
 FINANCIAL METRICS(1)
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Division Net Sales(2)$4.8B20%$4.97B$5.03B$5.08B$4.52B0.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Division Margin(3)  20% Target Target 101.7% of Target 72.5% of Target 0.0%  
​  
​  Adjusted Division Gross Margin(3)5%99.6% of TargetTarget103.9% of Target91.1% of Target0.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Gross Margin Improvement(3)  5% 90.0% of Target Target 110.0% of Target 105.7% of Target 6.5%  
​  
​  Market Share(3)10%<TargetTargetTargetPartially Achieved6.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Division Free Cash Flow(3)  5% Target Target 103.0% of Target 88.7% of Target 0.0%  
​  
​  Cash Conversion Cycle(3)5%5 days over targetTargetTarget5 days over Target2.5%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 STRATEGIC METRICS   
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

 


Goal (20% weight): Execute specified reliability improvements, product submissions and launches, network strategies, and achieve test of record and utilization targets.
Result: Achieved.


 


20.0%


 
​  
 TALENT AND SUCCESSION METRICS   
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

​  


Goal (10% weight): Meet talent and succession planning targets.
Result: Achieved.





10.0%


​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
              Total 45.0%  

50      GRAPHIC


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Mr. Ginascol and his business contributed significant resources and expertise, particularly in R&D and manufacturing, to assist the Rapid Diagnostics Infectious Disease Developed Market (IDDM) business as they developed and produced COVID-19 tests. Given the significant contributions to both businesses, the Committee determined Mr. Ginascol's payout based on the sales and margin of the two businesses combined.

 2020 GOAL MEASUREMENT
2020
 GOAL
 GOAL
WEIGHT


 THRESHOLD
 TARGET
 MAXIMUM
 RESULTS
ACHIEVED


 GOAL
SCORE


 
 Adjusted Division Net Sales Core + IDDM businesses(3)20%98.6% of TargetTarget100.9% of Target129.7% of Target30.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Division Margin Core + IDDM businesses(3) 20% Target Target 101.8% of Target 163.6% of Target 30.0%  
​  
            Sales and Margin Total60.0%
​ ​​​​​​​
            Total
(prior
page)
 45.0%  
            Total Goal Score105.0%
​ ​​​​​​​


BASE SALARY    BONUS TARGET %   

TOTAL GOAL SCORE

    AWARD PAYOUT
 $710,000 x 115% x 

105.0%

 = 

$857,300

    (1)
    Adjusted Return on Equity also excludesDivision Net Sales exclude the impact of foreign exchange on equityactual Core Diagnostics sales relative to the goal target. Adjusted Division Margin and Adjusted Division Gross Margin exclude the impact of foreign exchange on actual Core Diagnostics division margin and gross margin relative to the respective goal target. Adjusted Division Free Cash Flow isreflects Core Diagnostics pre-tax operating cash flow less capital expenditures.expenditures and excludes the impact of foreign exchange.

    (2)
    Set based on expected market growth in Core Diagnostics market. To achieve target, must gain market share.

    (3)
    Target not disclosed for competitive reasons.

GRAPHIC 51


38

Table of Contents


Long-Term Incentives

Based on the Committee's review of Abbott Laboratoriesand individual performance through 2019, Mr. Ginascol received an LTI award in February 2020 with a value of $3,308,000, which was equal to 100% of his LTI award guideline. Additional calculation details are as follows:

LTI AWARD GUIDELINE   LTI ADJUSTMENT   

AWARD ALLOCATION

   AWARD
VALUE

$3,308,000
 x 
100%
 x 

​ 50% Stock Options(1)

 = $1,654,000
​  
​           50% Performance Restricted Shares(2)   $1,654,000
        Total   $3,308,000


  INDIVIDUAL LTI PERFORMANCE ASSESSMENT
​   METRIC  2017  2018  2019  OVERALL 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Sales and Market Growth Contribution  Did Not Meet (-1)  Exceeded (+1)  Exceeded (+1)  +1 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Margin Contribution   Did Not Meet (-1)   Met (0)   Did Not Meet (-1)   -2   
​   Strategic Financial Contribution  Exceeded (+1)  Met (0)  Did Not Meet (-1)  0 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
              Total   -1   
​   Preliminary Adjustment

 90% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Impact   +   
​   LTI Adjustment
 100% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 


  LTI ADJUSTMENT LEGEND 
​   PRELIMINARY ADJUSTMENT  IMPACT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
​   TOTAL  RESULT  IMPACT ON BUSINESS
PRIORITIES

 
 SCORE  RESULT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +4 or More  125%  High Impact  ++  +25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +1 to +3   110%   Medium/High Impact   +   Up to +25%   
​   0  100%  Medium Impact  =  0% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  -1 or -2   90%   Medium/Low Impact   -   Up to -25%   
​   -3 or Less  75%  Low Impact  --  -25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
(1)
Stock options realize value only through share price appreciation.

(2)
Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved.

52      GRAPHIC


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GRAPHICDANIEL G. SALVADORI

Executive Vice President, Nutritional Products

Base Salary

Mr. Salvadori's annual base salary of $710,000 did not change in 2020.

Annual Incentive Plan

Based on performance in 2020, Mr. Salvadori received a bonus in February 2021 which was calculated as follows:

 2019
2020 GOAL MEASUREMENT
2020
 GOAL
 RESULTS
ACHIEVED


 GOAL
WEIGHT


 THRESHOLD
 TARGET
 MAXIMUM
 RESULTS
ACHIEVED


 GOAL SCORE
 
 FINANCIAL METRICS(1)
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Division Net Sales(2)$7.47B20%$7.54B$7.63B$7.74B$7.68B24.2%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Division Margin(3)  20% Target Target 103.2% of Target 101.3% of Target 24.2%  
​  
​  Adjusted Division Gross Margin(3)5%99.8% of TargetTarget103.7% of Target100.0% of Target5.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Gross Margin Improvement(3)  5% Target Target 110.0% of Target 100.0% of Target 5.0%  
​  
​  Market Share(3)10%TargetTargetTargetAt Target10.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Adjusted Division Free Cash Flow(3)  5% Target Target 102.9% of Target 119.7% of Target 7.5%  
​  
​  Cash Conversion Cycle(3)5%5 days over TargetTargetTarget1 day less than Target5.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 STRATEGIC METRICS   
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Goal (20% weight): Execute specified product launches, innovation sales, key country initiatives, ingredient supply strategy, and manufacturing capacity initiatives.   
 Result: Achieved. 20.0%  
​  
 TALENT AND SUCCESSION METRICS   
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
 Goal (10% weight): Meet talent and succession planning targets.
 Result: Achieved.10.0%
​  ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
              Total 110.9%  


BASE SALARY   BONUS TARGET %   

TOTAL GOAL SCORE

   AWARD PAYOUT
 $710,000 x 115% x 110.9% = $905,500
    (1)
    Adjusted Division Net Sales exclude the impact of foreign exchange on actual Nutrition sales relative to the goal target. Adjusted Division Margin and Adjusted Division Gross Margin exclude the impact of foreign exchange on actual Nutrition division margin and gross margin relative to the respective goal target. Adjusted Division Free Cash Flow reflects Nutrition's pre-tax operating cash flow less capital expenditures and excludes the impact of foreign exchange.

    (2)
    Set based on expected growth in nutrition market. To achieve target, must gain market share.

    (3)
    Target not disclosed for competitive reasons.

GRAPHIC 53


Table of Contents


Long-Term Incentives

Based on the Committee's review of Abbott and individual performance through 2019, Mr. Salvadori received an LTI award in February 2020 with a value of $3,804,200, which was equal to 115% of his LTI award guideline. Additional calculation details are as follows:

LTI AWARD GUIDELINE   LTI ADJUSTMENT   

AWARD ALLOCATION

   AWARD
VALUE

$3,308,000
 x 
115%
 x 

​ 50% Stock Options(1)

 = $1,902,100
​  
​           50% Performance Restricted Shares(2)   $1,902,100
        Total   $3,804,200


  INDIVIDUAL LTI PERFORMANCE ASSESSMENT
  METRIC  2017  2018  2019  OVERALL 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Sales and Market Growth Contribution  Met (0)  Exceeded (+1)  Exceeded (+1)  +2 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Margin Contribution   Met (0)   Met (0)   Exceeded (+1)   +1   
​   Strategic Financial Contribution  Met (0)  Met (0)  Exceeded (+1)  +1 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
              Total   +4   
​       Preliminary Adjustment

 125% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
              Impact   -   
​         LTI Adjustment
 115% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 


  LTI ADJUSTMENT LEGEND 
​   PRELIMINARY ADJUSTMENT  IMPACT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
​   TOTAL  RESULT  IMPACT ON BUSINESS
PRIORITIES

 
 SCORE  RESULT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +4 or More  125%  High Impact  ++  +25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +1 to +3   110%   Medium/High Impact   +   Up to +25%   
​   0  100%  Medium Impact  =  0% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  -1 or -2   90%   Medium/Low Impact   -   Up to -25%   
​   -3 or Less  75%  Low Impact  --  -25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
(1)
Stock options realize value only through share price appreciation.

(2)
Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved.

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GRAPHICMILES D. WHITE

Executive Chairman of the Board, and Director

Mr. White previously served as Chairman and Chief Executive Officer. Mr. White stepped down as Chief Executive Officer on March 31, 2020.

Base Salary

Mr. White has an annual base salary of $1,900,000.

Annual Incentive Plan

Mr. White is eligible for a 2020 annual incentive plan payout for the 3 months he served as CEO. Based on Abbott and Mr. White's performance, the Committee awarded Mr. White a payout of 150% of his target.

Long-term Incentives

Based on the Committee's review of Abbott and individual performance through 2019, Mr. White received an LTI award in February 2020 with a value of $12,000,000, which was equal to 96% of his LTI award guideline. Additional calculation details are as follows:

LTI AWARD GUIDELINE   LTI ADJUSTMENT   

AWARD ALLOCATION

   AWARD
VALUE

$12,500,000
 x 
96%
 x 

​ 50% Stock Options(1)

 = $6,000,000
​  
​           50% Performance Restricted Shares(2)   $6,000,000
        Total   $12,000,000


  INDIVIDUAL LTI PERFORMANCE ASSESSMENT
  METRIC  2017  2018  2019  OVERALL 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Sales and Market Growth Contribution  Met (0)  Exceeded (+1)  Exceeded (+1)  +2 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  Margin Contribution   Exceeded (+1)   Exceeded (+1)   Exceeded (+1)   +3   
​   Strategic Financial Contribution  Exceeded (+1)  Exceeded (+1)  Met (0)  +2 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
              Total   +7   
​        Preliminary Adjustment

 125% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
              Impact(3)   -   
​         LTI Adjustment

 96% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 

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  LTI ADJUSTMENT LEGEND 
​   PRELIMINARY ADJUSTMENT  IMPACT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
​   TOTAL  RESULT  IMPACT ON BUSINESS
PRIORITIES

 
 SCORE  RESULT 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +4 or More  125%  High Impact  ++  +25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  +1 or +3   110%   Medium/High Impact   +   Up to +25%   
​   0  100%  Medium Impact  =  0% 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
  -1 or -2   90%   Medium/Low Impact   -   Up to -25%   
​   -3 or Less  75%  Low Impact  --  -25% or More 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
(1)
Stock options realize value only through share price appreciation.

(2)
Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved.

(3)
Individual LTI performance assessment was based upon Mr. White's role as Chairman and Chief Executive Officer. The Committee adjusted the grant to reflect Mr. White's upcoming transition to Executive Chairman.

56      GRAPHIC


GRAPHICBRIAN B. YOOR

Former Executive Vice President, Finance and Chief Financial Officer

Mr. Yoor retired from Abbott on February 29, 2020.

Base Salary

Mr. Yoor had an annual base salary of $825,000.

Long-Term Incentives

Based on the Committee's review of Abbott and individual performance through 2019 and his upcoming retirement, Mr. Yoor received an LTI award in February 2020 with a value of $2,262,500. This award was paid 50% in stock options(1) and 50% in performance restricted shares(2)

(1)
Stock options realize value only through share price appreciation.

(2)
Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved.

GRAPHIC 57


Table of Contents

BENEFITS AND PERQUISITES

Each of the benefits described below was designed to support the Company's objective of providing a competitive total pay program. Individual benefits do not directly affect decisions regarding other benefits or pay components, except to the extent that benefits and pay components must, in aggregate, be competitive, as previously discussed.competitive.

 

Benefits and PerquisitesBENEFITS AND PERQUISITES


DescriptionDESCRIPTION

 

Retirement Benefits

 

The named officers participate in two Abbott-sponsored defined benefit plans: the Abbott Laboratories Annuity Retirement Plan and the Abbott Laboratories Supplemental Pension Plan, with the exception of Mr. Roussseau and Mr. Fain who joined Abbott as a part of the St. Jude Medical acquisition and are not eligible for these programs.Plan. These plans are described in greater detail in the "Pension Benefits" section of the proxy.

  

   

Since officers' Supplemental Pension Plan benefits cannot be secured in a manner similar to qualified plans, which are held in trust, officers receive an annual cash payment equal to the increase in present value of their Supplemental Pension Plan benefit. Officers have the option of depositing these annual payments to an individually established grantor trust, net of tax withholdings. Deposited amounts may be credited with the difference between the officers' actual annual trust earnings and the rate used to calculate trust funding (currently 8%) while they are employed. Amounts deposited in the individual trusts are not tax deferred.

  

   

Officers do not receive tax gross-ups on their grantor trusts. The manner in which the grantor trust will be distributed to an officer upon retirement from the Company generally follows the manner elected by the officer under the Annuity Retirement Plan. Should an officer (or the officer's spouse, depending upon the pension distribution method elected by the officer under the Annuity Retirement Plan) live beyond the actuarial life expectancy age used to determine the Supplemental Pension Plan benefit and, therefore, exhaust the trust balance, the Supplemental Pension Plan benefit will be paid by the Company.

 

 

Deferred Compensation

 

Officers of the Company, like all U.S. employees, are eligible to defer a portion of annual base salary and bonus (in certain cases), on a pre-tax basis, to the Company's qualified 401(k) plan, up to the IRS contribution limits. Officers are also eligible to defer up to 18% of their base salary, less contributions to the 401(k) plan, to a non-qualified plan, with the exception of Mr. Fain and Mr. Rousseau who are eligible to participate in the legacy St. Jude Medical Management Savings Plan which provides matching payments for employees whose annual salary, commission and bonus exceed the IRS qualified plan limits.plan. Unlike other U.S. managers, officers are not eligible to elect to defer compensation into the Deferred Compensation Plan. However, up to one hundred percent (100%) of annual incentive awards earned under the Company's Performance Incentive Plan is eligible for deferral to a non-qualified plan. Officers may defer these amounts to unfunded book accounts or choose to have the amounts paid in cash on a current basis and deposited into individually established grantor trusts, net of tax withholdings. These amounts are credited annually with earnings. Officers do not receive tax gross-ups on their grantor trusts. Officers elect the manner in which the assets held in their grantor trusts will be distributed to them upon retirement or other separation from the Company.

 

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Benefits and PerquisitesBENEFITS AND PERQUISITES


DescriptionDESCRIPTION

 

Change in Control Arrangements

 

Mr. White Mr. Rousseau and Mr. Fain dodoes not have an Abbott change in control agreements.agreement. The other named officers have Abbott change in control agreements, the purpose of which is to aid in retention and recruitment, encourage continued attention and dedication to assigned duties during periods involving a possible change in control of the Company, and protect the earned benefits of the officer against adverse changes resulting from a change in control. The level of payments provided under the agreements is established to be consistent with market practices as confirmed by data provided to the Committee by its independent compensation consultant. These arrangements are described in greater detail in the "Potential Payments Upon Termination or Change in Control" section of this proxy.

 

 

Financial Planning

 

Named officers are eligible to receive up to $10,000 of fees annually associated with estate planning advice, tax preparation, and general financial planning. If an officer chooses to utilize this benefit, fees for services received up to the annual allocation are paid by the Company and are treated as imputed income to the officer, who then is responsible for payment of all taxes due on the fees paid by the Company.

 

 

Company Automobile

 

Named officers are eligible for use of a Company-leased vehicle, with a lease term of 50 months. Seventy-five percent (75%) of the cost of the vehicle is imputed to the officer as income for federal income tax purposes.

 

 

Company Aircraft

 

Non-business-related flights on corporate aircraft by Mr.Messrs. Ford and White are covered by a time-sharing lease agreement,agreements, pursuant to which incremental costs associated with those flights are reimbursed by the executive to the Company in accordance with Federal Aviation Administration regulations.

 

 

Disability Benefit

 

In addition to Abbott's standard disability benefits, the U.S. named officers are eligible for a monthly long-term disability benefit, which is described in greater detail in the "Potential Payments Upon Termination or Change in Control" section of this proxy.

 

SHARE OWNERSHIP AND RETENTION GUIDELINES

To further promote sustained shareholder returnreturns and to ensure the Company's executives remain focused on both short- and long-term objectives, the Company has established share ownership guidelines. Each officer has five years from the date appointed/elected to his/her position to achieve the ownership level associated with the position.

  

 

RoleROLE

  GuidelineGUIDELINE 

 

 

Chief Executive OfficerChairman

  6 times base salary 

 

 

Chief Executive Officer

6 times base salary

​  

Executive Vice Presidents and

3 times base salary

Senior Vice Presidents

   3 times base salary   

​  

 

All other officers

  2 times base salary 

Any officer who has not achieved at least 50% of the stockshare ownership guideline after three years in their current position will be required to hold 50% of future equity awards until they meet the ownership guideline.

All named officers with 5 years'years tenure in their current position meet or exceed the guidelines.

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HEDGING

Directors and officers are prohibited from entering into or engaging in any financial transaction that is designed to reduce the financial risk associated with owning Abbott stock.shares. These financial transactions include, but are not limited to, engaging in short sales, derivative transactions (such as equity swaps, straddles, puts, or calls), and hedging or monetizing transactions (such as collars, exchange funds, or prepaid forward variable contracts) that are linked directly to Abbott stock.

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PLEDGING

Directors and officers are prohibited from holding Abbott stock in a margin account, pledging Abbott stock, or otherwise securing any of their obligations by assigning Abbott stock as collateral. The Compensation Committee, or its delegate, may grant an exception provided that:

    The director or officer meets Abbott's applicable minimum stock ownership guideline; and

    Only Abbott stock in excess of the applicable minimum stock ownership guideline is held in the margin account, pledged, or assigned as collateral.

RECOUPMENT POLICY

In 2015, following discussions by management with shareholders, the Compensation Committee implemented a recoupment policy. The Compensation Committee has broad discretion to administer and implement the Company's policy and seek recoupment of equity or cash incentive awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that causes significant financial harm to Abbott. The Compensation Committee may recover incentive compensation awarded to a senior executive in the prior three years or reduce future awards. The policy will not affect awards made prior to its effective date or following a change in control.

COMPLIANCE

The Committee considers the deductibility of executive compensation under Internal Revenue Code Section 162(m) and reserves the flexibility to take actions that may be based on considerations in addition to tax deductibility. The Committeemaking its compensation decisions, but believes that shareholder 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, Abbott may provide compensation that is not deductible. Section 162(m) (as amended in 2017 by the Tax Cuts and Jobs Act) generally disallows, subject to certain exceptions, a federal income tax deduction to public companies for compensation in excess of $1 million per year paid to an individual who was the company's chief executive officer or chief financial officer at any time during the year, or was one of the company's three other most highly compensated executive officers as listed in the proxy.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board is primarily responsible for reviewing, approving, and overseeing Abbott's compensation plans and practices, and works with management and the Committee's independent consultant to establish Abbott's executive compensation philosophy and programs. The Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee
R. S. Austin, Chair
M. A. Kumbier
E. M. Liddy
P. N. Novakovic
W. A. Osborn
S. C. Scott III

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COMPENSATION RISK ASSESSMENT

During 2017,2020, Abbott conducted its annual risk assessment of its compensation policies and practices for employees and executives. Abbott's risk assessment is reinforced by Abbott's adherence to a number of industry-leading best practices, including:

GRAPHICCompensation Committee chaired by independent, non-employee director

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Representation from the Audit Committee on the Compensation Committee

GRAPHIC


Review of executive compensation programs by the Compensation Committee's independent consultant

GRAPHIC


Robust review of compensation program elements and key performance drivers

GRAPHIC


Detailed measurement of short- and long-term compensation elements, and related performance metrics and requirements, to ensure balance

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Incorporation of multiple program requirements that mitigate excessive risk-taking (e.g., recoupment policy, stock ownership and share retention guidelines, caps on incentive programs)
    Compensation Committee chaired by independent, non-employee director

    Representation from the Audit Committee on the Compensation Committee

    Review of executive compensation programs by the Compensation Committee's independent consultant

    Robust review of compensation program design elements and key performance drivers

    Detailed measurement of short- and long-term compensation elements, and related performance metrics and requirements, to ensure balance

    Review of Abbott's historical performance, peer performance and Board-approved strategic plan and related financial goals to determine appropriate incentive plan goals

    Incorporation of multiple program requirements that mitigate excessive risk-taking (e.g., recoupment policy, stock ownership and share retention guidelines, caps on incentive payouts)

Based on this assessment, Abbott determined its compensation and benefit programs appropriately align employees' compensation and performance without incentivizing risky behaviors. Any risk arising from its compensation policies and practices is not reasonably likely to have a material adverse effect on Abbott or its shareholders.

The following factors were among those considered:

    Regular training on code of business conduct and policies and procedures is mandatory for all employees and non-employee directors.employees.

    Compensation structure encourages employees to regard Abbott as a career employer, to consider the long-term impact of their decisions, and to align their interests with those of Abbott's shareholders (e.g., equity awards that vest over multi-year periods, defined benefit pension plan)plan, and other retirement plans).

    Annual benchmarking ensures performance achievement and incentive payout opportunities that are aligned with a peer group that reflects the size, investment profile, operating characteristics, and employment and business markets of Abbott. Appropriateness of this group is assessed annually by the Compensation Committee's independent consultant and reviewed and approved by the Compensation Committee. Our selection criteria and peer companies are reported each year to our shareholders.

    Abbott's annual incentive plan places an appropriate weighting on earnings achievement by balancing it with other factors, including key operational and strategic measures.measures, disclosed to shareholders. Since earnings are a key component of stock price performance, this aspect of Abbott's compensation plan promotes alignment with shareholder interests without creating duplication across incentive plans.

    Abbott's long-term incentive plan focuses on longer-term operating performance and shareholder returns (e.g., in 2017,and awards 50% options and 50% performance based restricted stock. In 2020, roughly two-thirds of named officer total compensation was in the form of long-term equity incentives that can be earned or vest over multiple years).years.

    Equity awards are made, and grant prices are set at the same time each year, at the Compensation Committee's regularly scheduled meeting. In addition, Abbott does not reprice or backdate stock options, award discounted stock options, or immediately vest stock options or restricted stock. The equity awards are based on multiple performance factors. Both executive and Director share ownership guidelines and share retention requirements promote alignment with shareholders.

    Abbott's compensation program does not include features that could encourage excessive risk taking, such as over-weighting toward annual incentives, highly leveraged payout curves, uncapped incentive award payments, unreasonable thresholds, or steep payout cliffs at certain levels that may encourage short-term business decisions to meet payout criteria.

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    Abbott's recoupment policy allows the Compensation Committee to seek recoupment of incentive compensation, forfeit existing awards or reduce future awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that caused significant financial harm to Abbott.



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    Abbott's hedging policy prohibits directors and officers from entering into financial transactions designed to reduce the financial risk associated with owning Abbott shares.

    Abbott's pledging policy prohibits directors and officers from holding Abbott shares in a margin account, pledging Abbott shares, or securing obligations by assigning Abbott shares as collateral unless granted an exception by the Compensation Committee.

This assessment was discussed with the Compensation Committee and its independent compensation consultant. The Committee and the consultant both agreed with the assessment.

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SUMMARY COMPENSATION TABLE

The following table summarizes compensation awarded to, earned by, or paid to the named officers. The section of the proxy statement captioned, "Compensation Discussion and Analysis—How Executive Pay Decisions Are Made"Basis for Compensation Decisions" describes in greater detail the information reported in this table.

 Name and Principal
Position


Year Salary
($)

 

Bonus
($)

 
Stock
Awards
($)(4)


 
Option
Awards
($)(5)


 
Non-Equity
Incentive
Plan
Compensation
($)(6)




 
Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(7)







 
All Other
Compensation
($)(8)


 
Total
($)

 
Total Without
Change in
Pension Value
($)(9)



 
 Name and Principal
Position


YearSalaryStock
Awards(2)

Option
Awards(3)

Non-Equity
Incentive Plan
Compensation(4)


Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings(5)






All Other
Compensation(6)

SEC TotalTotal
Without
Change in
Pension
Value ($)(7)




 
Robert B. Ford,2020$1,298,462$5,623,995$5,624,993$3,675,000$4,150,264$77,872$20,450,586$16,549,550 
President and Chief Executive20191,000,0003,475,9923,476,0541,562,5002,311,49971,84111,897,8869,777,514 
Officer, and Director2018784,2502,691,6212,691,8971,297,500382,771279,2138,127,2527,821,493 
           
Robert E. Funck, Jr.,2020813,4622,215,8672,216,2471,280,8003,100,265173,5689,800,2097,069,425 
Executive Vice President, Finance          
and Chief Financial Officer          
 Miles D. White, 2017 $1,900,000 $0 $4,099,523 $4,099,998 $4,500,000 $3,350,902 $  1,020,596 $18,971,019 $16,772,295             
 Chairman of the 2016 1,900,000 0 5,249,288 5,249,999 3,200,000 3,860,715 825,589 20,285,591 17,362,394  Hubert L. Allen,2020751,3461,874,6071,874,988917,7002,904,940154,5968,478,1775,919,894 
 Board, Chief 2015 1,900,000 0 6,247,971 6,249,997 3,300,000 612,230 1,091,506 19,401,704 19,401,704  Executive Vice President,2019710,0002,199,9622,199,990879,7001,429,52366,9057,486,0806,386,933 
 Executive Officer                      General Counsel and Secretary2018706,7092,691,6212,691,897902,000205,233120,3167,317,7767,278,480 
 and Director                                 
 Brian B. Yoor, 2017 643,269 0 877,378 877,498 1,062,400 1,013,539 62,990 4,537,074 3,553,412 John F. Ginascol,2020708,2691,653,6781,653,987857,3001,781,066112,7296,767,0295,208,537 
 Executive Vice President, 2016 584,231 0 934,841 934,999 622,800 453,273 60,223 3,590,367 3,142,977 Executive Vice President, 
 Finance and Chief 2015 437,884 0 841,779 833,069 427,500 131,926 40,493 2,712,651 2,583,215 Core Diagnostics 
 Financial Officer           
           
Daniel G. Salvadori,2020710,0001,901,7081,902,099905,500477,01179,4215,975,7395,518,569 
 Hubert L. Allen, 2017 690,100 0 1,072,361 1,072,500 1,015,200 947,237 71,146 4,868,544 4,043,026  Executive Vice President,2019704,9232,351,9892,351,986903,400395,71059,8066,767,8146,388,821 
 Executive Vice President,                      Nutritional Products2018675,0381,993,7981,993,992803,20053,668434,5145,954,2105,907,979 
 General Counsel and Secretary                                 
 Robert B. Ford, 2017 675,000 0 974,870 974,999 1,066,400 949,748 60,891 4,701,908 3,797,358 Miles D. White,20201,900,0005,998,9345,999,9971,250,0003,415,3431,264,11019,828,38418,799,774 
 Executive Vice President,           Executive Chairman of the Board20191,900,0007,562,4487,562,4994,405,6255,707,836664,40927,802,81724,675,423 
 Medical Devices            20181,900,0007,499,3677,499,9964,779,6881,381,8451,193,34224,254,23824,254,238 
 Daniel G. Salvadori, 2017 608,461 0 1,249,912 1,262,326 733,700 179,461 54,628 4,088,488 3,913,693             
 Executive Vice President,                      Brian B. Yoor,(1)2020207,8371,231,0271,231,2370781,11438,2643,489,4792,839,222 
 Nutritional Products                      Former Executive Vice President,2019825,0002,449,9762,449,9871,113,8002,105,60471,3319,015,6987,031,097 
 Michael T. Rousseau(1), 2017 644,231 5,000,000(3)0 0 643,800 0 12,520,569 18,808,600 18,808,600 
 President, Cardiovascular           
 and Neuromodulation           
 Eric S. Fain(2), 2017 556,971 0 3,024,589 1,024,998 174,700 0 8,549,565 13,330,823 13,330,823  Finance and Chief Financial Officer2018796,0572,691,6212,691,897974,600385,17873,4837,612,8367,280,548 
 Senior Vice President,
Group President,
Cardiovascular and
Neuromodulation
                                 
(1)
With the process of integrating St. Jude Medical proceeding and his planned transition period complete, Mr. Rousseau left AbbottYoor retired on July 7, 2017.February 29, 2020.

(2)
Mr. Fain left Abbott on July 21, 2017.

(3)
Cash payment made upon Mr. Rousseau's successful completion of his planned transition period under the terms of a retention agreement entered into in connection with Abbott's acquisition of St. Jude Medical.

(4)
In accordance with the Securities and Exchange Commission's rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. Abbott determines grant date fair value by multiplying the number of shares granted by the average of the high and low market prices of an Abbott common share on the award's date of grant.

(5)(3)
In accordance with the Securities and Exchange Commission's rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. These amounts were determined as of the option's grant date using a Black-Scholes stock option valuation model. These amounts are being reported solely for the purpose of comparative disclosure in accordance with the Securities and Exchange Commission's rules. There is no certainty that the amount determined using a Black-Scholes stock option valuation model would be the value at which employee stock options would be traded for cash. The assumptions are the same as those described in Note 9, entitled "Incentive Stock Program" of Abbott's Notes to Consolidated Financial Statements included under Item 8, "Financial Statements and Supplementary Data" in Abbott's 20172020 Annual Report on Securities and Exchange Commission Form 10-K.

(6)(4)
This compensation is earned as a performance-based incentive bonus, pursuant to the 1998 Abbott Laboratories Performance Incentive Plan. Additional information regarding the Performance Incentive Plan can be found in the section of this proxy statement captioned, "Compensation Discussion and Analysis—How Executive Pay Decisions Are Made—Annual Cash Incentive Plan (Performance Incentive Plan).Basis for Compensation Decisions."

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(7)(5)
The plan amounts shown below are reported in this column.

For Messrs. Ford, Allen, Salvadori, White, and Yoor, the amounts shown alongside the officer's name are for 2017, 2016,2020, 2019, and 2015,2018, respectively. For the other named officers,Messrs. Funck, Jr. and Ginascol, the amounts shown are for 2017.2020.

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    Abbott Laboratories Annuity Retirement Plan

    R. B. Ford: $142,819 / $176,268 / ($37,501); R. E. Funck, Jr.: $256,555; H. L. Allen: $184,384 / $117,142 / ($2,013); J. F. Ginascol: $142,322; D. G. Salvadori: $45,483 / $41,282 / $3,413; M. D. White: $153,425$34,629 / $146,866$180,690 / $44,424;($87,156); and B. B. Yoor: $109,749$94,394 / $51,896$188,095 / ($2,330); H. L. Allen: $73,724; R. B. Ford: $106,226; and D. G. Salvadori: $24,698.30,841).

    Abbott Laboratories Supplemental Pension Plan

    R. B. Ford: $3,758,217 / $1,944,104 / $343,260; R. E. Funck, Jr.: $2,474,229; H. L. Allen: $2,373,899 / $982,005 / $41,309; J. F. Ginascol: $1,416,170; D. G. Salvadori: $411,687 / $337,711 / $42,818; M. D. White: $2,045,299$993,981 / $2,776,331$2,946,704 / ($332,475)3,700,892); and B. B. Yoor: $879,913$555,863 / $395,494$1,796,506 / $131,766; H. L. Allen: $751,794; R. B. Ford: $798,324; and D. G. Salvadori: $150,097.$363,129.

    Non-Qualified Defined Contribution Plan Earnings

    The totals in this column include reportable interest credited under the 1998 Abbott Laboratories Performance Incentive Plan, the Abbott Laboratories 401(k) Supplemental Plan, and the 1986 Abbott Laboratories Management Incentive Plan (although none of the named officers currently receives awards under this plan).

    R. B. Ford: $249,228 / $191,127 / $77,012; R. E. Funck, Jr.: $369,481; H. L. Allen: $346,657 / $330,376 / $165,937; J. F. Ginascol: $222,574; D. G. Salvadori: $19,841 / $16,717 / $7,437; M. D. White: $1,152,178$2,386,733 / $937,518$2,580,442 / $612,230;$1,381,845; and B. B. Yoor: $29,877$130,857 / $5,883$121,003 / $2,490; H. L. Allen: $121,719; R. B. Ford: $45,198; D. G. Salvadori: $4,666.$52,890.

(8)(6)
The amounts shown below are reported in this column.

For Messrs. Ford, Allen, Salvadori, White, and Yoor, the amounts shown alongside the officer's name are for 2017, 2016,2020, 2019, and 2015,2018, respectively. For the other named officers,Messrs. Funck, Jr. and Ginascol, the amounts shown are for 2017.2020.

Earnings on Non-Qualified Defined Contribution Plans (net of the reportable interest included in footnote 7)5).

R. B. Ford: $8,116 / $0 / $6,125; R. E. Funck, Jr.: $106,106; H. L. Allen: $81,695 / $896 / $52,571; J. F. Ginascol: $47,348; D. G. Salvadori: $1,701 / $0 / $1,004; M. D. White: $423,890$926,052 / $306,382$105,715 / $567,345;$638,710; and B. B. Yoor: $268$26,090 / $0 / $304; H. L. Allen: $18,083; and R. B. Ford: $8,600.$3,237.

Each of the named officers' awards under the 1998 Abbott Laboratories Performance Incentive Plan is paid in cash to the officer on a current basis. Each of the named officers other than Messrs. Salvadori and Rousseau, have grantor trusts into which the awards may be deposited, net of maximum tax withholdings. Certain of theThe named officers also have grantor trusts in connection with the Abbott Laboratories 401(k) Supplemental Plan and the 1986 Abbott Laboratories Management Incentive Plan (although none of the named officers currently receives awards under the Management Incentive Plan). These amounts include the trusts' earnings (net of the reportable interest included in footnote 7)5).

Employer Contributions to Defined Contribution Plans

R. B. Ford: $64,924 / $50,000 / $39,213; R. E. Funck, Jr.: $40,673; H. L. Allen: $37,568 / $35,500 / $35,335; J. F. Ginascol: $35,414; D. G. Salvadori: $35,500 / $35,247 / $33,752; M. D. White: $95,000 / $95,000 / $95,000; and B. B. Yoor: $32,163$7,139 / $29,212$41,250 / $21,894; H. L. Allen: $34,505; R. B. Ford: $33,750; D. G. Salvadori: $30,423; M. T. Rousseau: $11,100; and E. S. Fain: $11,100.$39,803.

These amounts include employer contributions to both Abbott's tax-qualified defined contribution plans, for Messrs. White, Yoor, Allen, Ford,plan and Salvadori, the Abbott Laboratories 401(k) Supplemental Plan, and for Messrs. Rousseau and Fain, the Management Savings Plan (formerly known as the St. Jude Medical, Inc. Management Savings Plan).Plan. The Abbott Laboratories 401(k) Supplemental Plan permits eligible Abbott officers to contribute amounts in excess of the limit set by the Internal Revenue Code for employee contributions to 401(k) plans up to the excess of (i) 18% of their base salary over (ii) the amount contributed to Abbott's tax-qualified 401(k) plan. Abbott matches participant contributions at the rate of 250% of the first 2% of compensation contributed to the plan. The named officers have these amounts paid to them in cash on a current basis and deposited into a grantor trust established by the officer, net of maximum tax withholdings. Employer contributions to the Management Savings Plan are described in footnote 1 of the 2017 Nonqualified Deferred Compensation Table on page 58.

Other Compensation

Mr.Messrs. Ford's and White's non-business-related flights on corporate aircraft are covered by a time-sharing lease agreement,agreements, pursuant to which he reimbursesthey reimburse Abbott for certain costs associated with those flights in accordance with Federal Aviation Administration regulations. The following amounts are included in the totals in this column, which reflect Abbott's incremental cost less reimbursements for non-business-related flights: $292,292R. B. Ford: $4,832; M. D. White: $10,792 / $204,527$226,633 / $216,811.$229,599.

Abbott determines the incremental cost for flights based on the direct cost to Abbott, including fuel costs, parking, handling and landing fees, catering, travel fees, and other miscellaneous direct costs.

For Mr. White, the following costs associated with security less the amount reimbursed are included: $209,414$232,266 / $219,680$237,061 / $212,350.$230,033. Abbott determines the cost for these expenses based on its actual costs. The security is provided on the recommendation of an independent security study.

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    Also included in the totals shown in the table is the cost of providing a corporate automobile less the amount reimbursed by the officer: R. B. Ford: $0 / $21,841 / $19,516; R. E. Funck, Jr.: $20,319; H. L. Allen: $28,666 / $25,509 / $23,600; J. F. Ginascol: $ 24,017; D. G. Salvadori: $26,773 / $24,559 / $27,727; and B. B. Yoor: $20,559$35 / $20,178$20,081 / $18,295; H. L. Allen: $9,158; R. B. Ford: $18,541; D. G. Salvadori: $18,360; and E. S. Fain: $31,384.$20,443.

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    For Messrs. Yoor,Funck, Jr., Allen, Ginascol, Salvadori, and Salvadori,Yoor, the following costs associated with financial planning are included: R. E. Funck, Jr.: $6,470; H. L. Allen: $6,667 / $5,000 / $8,810; J. F. Ginascol: $5,950; D. G. Salvadori: $15,447 / $0 / $0; and B. B. Yoor: $5,000 / $10,000 / $10,833 / $0; H. L. Allen: $9,400; D. G. Salvadori: $5,845.

    $10,000. For Messrs. RousseauMr. Salvadori, the 2020 amount includes payments made for services incurred in 2020 and Fain, the following amounts are included: (i) pursuant to, or in place of payments due under, their respective previous St. Jude Medical change in control agreements: (A) cash payments upon termination of employment: M. T. Rousseau: $12,488,519; E. S. Fain: $7,004,577; (B) health and welfare premiums: M. T. Rousseau: $16,180; and E. S. Fain: $13,882; and (C) life insurance premiums: M. T. Rousseau: $4,770; and E. S. Fain: $3,362; and (ii) a cash payment under the terms of a retention agreement entered into in connection with Abbott's acquisition of St. Jude Medical: E. S. Fain: $1,485,260.2019.

    The named officers other than Messrs. Rousseau and Fain, are also eligible to participate in an executive disability benefit described on page 59.78.

(9)(7)
To demonstrate how year over year changes in pension value impact total compensation, as determined under SEC rules, we have included this column to show total compensation without pension value changes. The amounts reported in this column are calculated by subtracting the change in pension value reported in the Change in Pension Value and Non-qualified Deferred Compensation Earnings column, as described in footnote 75 to this table, from the amounts reported in the SEC Total column. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the SEC Total column.

46      Abbott LaboratoriesGRAPHIC 65


Table of Contents

20172020 GRANTS OF PLAN-BASED AWARDS

     




Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards(1)





Estimated
Future
Payouts
Under
Equity
Incentive
Plan Awards







All Other
Stock
Awards:
Number of
Shares of
Stock






All Other
Option
Awards:
Numbers of
Securities
Underlying






Exercise
or Base
Price of
Options




Closing
Market
Price on



Grant Date
Fair Value
of Stock
and




   Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards(1)





Estimated
Future
Payouts
Under
Equity
Incentive
Plan Awards







All Other
Option
Awards:
Numbers of
Securities
Underlying






Exercise
or Base
Price of
Options




Closing
Market
Price on



Grant Date
Fair Value
of Stock
and




 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
 Name

Grant
Date


Approval
Date




Target
($)




Maximum
($)


Target
(#)(2)(3)


of Units
(#)


Options
(#)(4)


Awards
($/Sh.)


Grant
Date


Option
Awards


 Name

Grant
Date


Target
($)


Maximum
($)


Target
(#)(2)(3)


Options
(#)(4)


Awards
($/Sh.)


Grant
Date


Option
Awards


 
 M. D. White 2/17/17 2/17/17     92,342            $4,099,523(5)  R. B. Ford2/21/2020  64,124   $5,623,995(5) 
 2/17/17 2/17/17         638,629    $44.40 $44.69 4,099,998(6)   2/21/2020   390,896$87.72$87.455,624,993(6) 
 B. B. Yoor 2/17/17 2/17/17   19,763        877,378(5) R. E. Funck, Jr.2/21/202025,2652,215,867(5)
  2/17/17 2/17/17     136,682    44.40 44.69 877,498(6) 2/21/2020154,01387.7287.452,216,247(6)
 H. L. Allen 2/17/17 2/17/17     24,155            1,072,361(5)  H. L. Allen2/21/2020  21,374   1,874,607(5) 
 2/17/17 2/17/17         167,056    44.40 44.69 1,072,500(6)   2/21/2020   130,29887.7287.451,874,988(6) 
 R. B. Ford 2/17/17 2/17/17   21,959        974,870(5) J. F. Ginascol2/21/202018,8551,653,678(5)
  2/17/17 2/17/17     151,869    44.40 44.69 974,999(6) 2/21/2020114,94087.7287.451,653,987(6)
 D. G. Salvadori 2/17/17 2/17/17     19,961            886,169(5)  D. G. Salvadori2/21/2020  21,683   1,901,708(5) 
 7/21/17 6/29/17     7,173            363,743(5)   2/21/2020   132,18287.7287.451,902,099(6) 
M. D. White2/21/202068,3995,998,934(5)
2/21/2020416,95687.7287.455,999,997(6)
 2/17/17 2/17/17         138,049    44.40 44.69 886,275(6)  B. B. Yoor2/21/2020  14,036   1,231,027(5) 
 7/21/17 6/29/17         49,611    50.72 50.84 376,051(6)   2/21/2020   85,56287.7287.451,231,237(6) 
 E. S. Fain 2/17/17 2/17/17   23,085(7)     1,024,859(5) 
  1/4/17 6/10/16    50,761(8)    1,999,730(5) 
  2/17/17 2/17/17     159,657(7) 44.40 44.69 1,024,998(6) 
(1)
During 2017,2020, each of the named officers participated in the 1998 Abbott Laboratories Performance Incentive Plan, an annual, non-equity incentive plan. The annual cash incentive award earned by the named officer in 20172020 under the plan is shown in the Summary Compensation Table under the column captioned, "Non-Equity Incentive Plan Compensation." No future payouts will be made under the plan's 20172020 annual cash incentive award. The Performance Incentive Plan is described in greater detail in the section of the proxy statement captioned, "Compensation Discussion and Analysis—How Executive Pay Decisions Are Made.Basis for Compensation Decisions."

(2)
These are performance-based restricted stock awards that have a 5-year3-year term and vest upon Abbott reaching a minimum return on equity target, with no more than one-third of the award vesting in any one year. In 2017,2020, Abbott reached its minimum return on equity target and one-third of each of the awards made on February 17, 2017,21, 2020 vested on February 28, 2018.26, 2021. The equity targets are described in the section of the proxy statement captioned, "Compensation Discussion and Analysis—How Executive Pay Decisions Are Made—Long-Term Incentive Plan (LTI)." Beginning with grants made in 2018, performance-based restricted stock awards have a 3-year term. This change is described in the section of the proxy statement captioned, "Compensation Discussion and Analysis—Changes Based on Shareholder Feedback and Market Practices.Basis for Compensation Decisions."

(3)
In the event of a grantee's death or disability, these awards are deemed fully earned. The treatment of these awards upon a change in control is described in the section of the proxy statement captioned, "Potential Payments Upon Termination or Change in Control—Equity Awards." Outstanding restricted shares and restricted stock units receive dividendsdividend payments at the same rate as all other shareholders.

(4)
Options with respect to one-third of the shares covered by these awards are exercisable after one year; two-thirds after two years; and all after three years. The options vest in the event of the grantee's death or disability. The treatment of these awards upon a change in control is described in the section of the proxy statement captioned, "Potential Payments Upon Termination or Change in Control—Equity Awards." Under the Abbott Laboratories 2017 Incentive Stock Program, these options have an exercise price equal to the average of the high and low market prices (rounded-up to the next even penny) of an Abbott common share on the date of grant.

(5)
Abbott determines the grant date fair value of stock and stock unit awards by multiplying the number of restricted shares or restricted stock units granted by the average of the high and low market prices of a common share on the grant date.

(6)
These values were determined as of the option's grant date using a Black-Scholes stock option valuation model. The model uses the assumptions described in Note 9, entitled "Incentive Stock Program" of Abbott's Notes to Consolidated Financial Statements included under Item 8, "Financial Statements and Supplemental Data" in Abbott's 20172020 Annual Report on Securities and Exchange Commission Form 10-K.

(7)
In accordance with the award terms, these awards were forfeited on July 21, 2017 when Mr. Fain left Abbott.

(8)
This is a restricted stock award that, in accordance with the award terms, vested on July 21, 2017 when Mr. Fain left Abbott. Additional information regarding this award can be found in the section of the proxy statement captioned, "Potential Payments Upon Termination or Change in Control—Equity Awards."

Abbott Laboratories      4766      GRAPHIC


Table of Contents

20172020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table summarizes the outstanding equity awards held by the named officers at year-end.

 Option Awards(1)(2) 

 Stock Awards(2) 

  Option Awards(1)(2)  

 Stock Awards(2)  

 Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock
That
Have Not
Vested
(#)








Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)












Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












  Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)











Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 
 M. D. White                 44,326 $2,529,685   R. B. Ford                 14,970 $1,639,065  
                 91,146 5,201,702                   30,531 3,342,839  
                 92,342 5,269,958                   64,124 7,020,937  
 325,000     $26.0150 02/19/19             45,492     $39.1200 02/20/24            
 295,000     26.1879 02/18/20             56,933     41.1400 06/30/24            
 294,700     22.3919 02/17/21             127,436     47.0000 02/19/25            
 302,500     27.0336 02/16/22             14,243     48.9000 05/31/25            
 980,000     34.9400 02/14/23             285,388     38.4000 02/18/26            
 727,699     39.1200 02/20/24             151,869     44.4000 02/16/27            
 624,687 312,344   47.0000 02/19/25             164,642 82,321   59.9400 02/15/28            
 399,544 799,086
638,629
   38.4000
44.4000
 02/18/26
02/16/27
             80,019 160,040   75.9000 02/21/29            
   390,896   87.7200 02/20/30            

See footnotes on page 54.74.

48      Abbott LaboratoriesGRAPHIC 67


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20172020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)

 Option Awards(1)(2) 

 Stock Awards(2) 

  Option Awards(1)(2)  

 Stock Awards(2)  

 Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock
That
Have Not
Vested
(#)








Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)












Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












  Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)











Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 
 B. B. Yoor                 1,950 $111,287   R. E. Funck, Jr.                 6,677 $731,065  
                 3,865 220,576                   15,562 1,703,883  
                 16,232 926,360                   25,265 2,766,265  
                 19,763 1,127,874   31,325     $39.1200 02/20/24            
 11,400     $34.9400 02/14/23             55,097     47.0000 02/19/25            
 32,363     39.1200 02/20/24             48,831     44.4000 02/16/27            
 27,486 13,743   47.0000 02/19/25             73,431 36,715   59.9400 02/15/28            
 54,473 27,236   48.9000 05/31/25             40,789 81,578   75.9000 02/21/29            
 71,157 142,313
136,682
   38.4000
44.4000
 02/18/26
02/16/27
               154,013   87.7200 02/20/30            

See footnotes on page 54.74.

Abbott Laboratories      4968      GRAPHIC


Table of Contents

20172020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)

 Option Awards(1)(2) 

 Stock Awards(2) 

  Option Awards(1)(2)  

 Stock Awards(2)  

 Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock
That
Have Not
Vested
(#)








Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)
























Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












  Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)











Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 
 H. L. Allen                 7,447 $425,000   H. L. Allen                 14,970 $1,639,065  
                 21,702 1,238,533                   19,323 2,115,675  
                 24,155 1,378,526                   21,374 2,340,239  
 165,000     $34.9400 02/14/23             107,793     $39.1200 02/20/24            
 107,793     39.1200 02/20/24             157,421     47.0000 02/19/25            
 104,947 52,474   47.0000 02/19/25             285,388     38.4000 02/18/26            
 95,130 190,258
167,056
   38.4000
44.4000
 02/18/26
02/16/27
             167,056     44.4000 02/16/27            
 164,642 82,321   59.9400 02/15/28            
 50,644 101,289   75.9000 02/21/29            
   130,298   87.7200 02/20/30            

See footnotes on page 54.74.

50      Abbott LaboratoriesGRAPHIC 69


Table of Contents

20172020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)

 Option Awards(1)(2) 

 Stock Awards(2) 

  Option Awards(1)(2)  

 Stock Awards(2)  

 Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock
That
Have Not
Vested
(#)








Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)
























Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












  Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)











Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 
 R. B. Ford                 6,028 $344,018   J. F. Ginascol                 2,344 $256,645  
                 674 38,465                   4,856 531,683  
                 21,702 1,238,533                   7,978 873,511  
                 21,959 1,253,200                   18,855 2,064,434  
 4,467     $26.1879 02/18/20             45,709     $47.0000 02/19/25            
 10,400     22.3919 02/17/21             25,779 12,890   59.9400 02/15/28            
 19,600     27.0336 02/16/22             12,730 25,460   75.9000 02/21/29            
 49,000     34.9400 02/14/23             20,908 41,817   76.1200 06/02/29            
 45,492     39.1200 02/20/24               114,940   87.7200 02/20/30            
 56,933     41.1400 06/30/24            
 84,957 42,479   47.0000 02/19/25            
 9,495 4,748   48.9000 05/31/25            
 95,130 190,258
151,869
   38.4000
44.4000
 02/18/26
02/16/27
            

See footnotes on page 54.74.

Abbott Laboratories      5170      GRAPHIC


Table of Contents

20172020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)

 Option Awards(1)(2) 

 Stock Awards(2) 

  Option Awards(1)(2)  

 Stock Awards(2)  

 Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock
That
Have Not
Vested
(#)








Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)
























Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












  Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)











Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 
 D. G. Salvadori                 6,028 $344,018   D. G. Salvadori                 11,089 $1,214,135  
                 16,232 926,360                   20,658 2,261,844  
                 19,961 1,139,174                   21,683 2,374,072  
                 7,173 409,363   71,313     $38.4000 02/18/26            
     42,479 47.0000 02/19/25             138,049     44.4000 02/16/27            
     142,313 38.4000 02/18/26             49,611     50.7200 07/20/27            
     138,049
49,611
 44.4000
50.7200
 02/16/27
07/20/27
             121,957 60,978   59.9400 02/15/28            
 54,143 108,287   75.9000 02/21/29            
   132,182   87.7200 02/20/30            

See footnotes on page 54.74.

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20172020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)

 Option Awards(1) 

 Stock Awards 

  Option Awards(1)(2)  

 Stock Awards(2)  

 Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(i)






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock
That
Have Not
Vested
(#)








Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)












Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)











Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 
 M. T. Rousseau 77,739     $28.5000 07/06/18             M. D. White                 41,709 $4,566,718  
 150,737
545,573
     33.1400
29.5600
 07/06/18
07/06/18
                             66,424 7,272,764  
                 68,399 7,489,007  
 302,500     $27.0336 02/16/22            
 980,000     34.9400 02/14/23            
 727,699     39.1200 02/20/24            
 937,031     47.0000 02/19/25            
 1,198,630     38.4000 02/18/26            
 638,629     44.4000 02/16/27            
 458,715 229,358   59.9400 02/15/28            
 174,090 348,182   75.9000 02/21/29            
   416,956   87.7200 02/20/30            
(i)
St. Jude Medical, Inc. granted these awards prior to its acquisition by Abbott. In connection with the acquisition, rather than settling in cash as permitted under the St. Jude equity plans, Abbott assumed all of St. Jude Medical's outstanding and unvested stock options and converted them into options to purchase Abbott common shares, with substantially the same terms and conditions as were applicable to such St. Jude Medical award.

See also footnotes on page 54.74.

72      GRAPHIC


Abbott Laboratories      53

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2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)

     Option Awards(1)(2)  

 Stock Awards(2)  

  Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable






Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable






Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)










Option
Exercise
Price
($)




Option
Expiration
Date



  Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)







Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)











Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)












 
  B. B. Yoor                 14,970 $1,639,065  
                    21,519 2,356,115  
                    14,036 1,536,802  
      82,321   $59.9400 02/15/28            
      112,799   75.9000 02/21/29            
      85,562   87.7200 02/20/30            

See footnotes on page 74.

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Footnotes to 20172020 Outstanding Equity Awards At Fiscal Year-End table:

(1)
Except as noted, these options are fully vested.

(2)
The vesting dates of outstanding unexercisable stock options and unvested restricted stock awards at December 31, 20172020 are as follows:
 Option Awards 

 Stock Awards(a) 

  Option Awards  

 Stock Awards(a)  
 Name

Number of
Unexercised
Shares
Remaining
from
Original
Grant







Number of
Option Shares
Vesting—Date
Vested 2018




Number of
Option Shares
Vesting—Date
Vested 2019




Number of
Option Shares
Vesting—Date
Vested 2020




 Number of
Restricted
Shares or
Units




Number of
Restricted
Shares or
Units
Vesting—
Date
Vested 2018







  Name

Number of
Unexercised
Shares
Remaining
from
Original
Grant







Number of
Option Shares
Vesting—Date
Vested 2021




Number of
Option Shares
Vesting—Date
Vesting 2022




Number of
Option Shares
Vesting—Date
Vesting 2023




 Number of
Restricted
Shares or
Units




Number of
Restricted
Shares or
Units
Vesting—
Date
Vested 2021







 
 M. D. White 312,344 312,344 - 2/20       44,326 (b)  
 799,086 399,543 - 2/19 399,543 - 2/19     91,146 (c)  
 638,629 212,877 - 2/17 212,876 - 2/17 212,876 - 2/17   92,342 (d)  
 B. B. Yoor 13,743 13,743 - 2/20    1,950 (b) 
  27,236 27,236 - 6/01    3,865 (e) 
  142,313 71,156 - 2/19 71,157 - 2/19   16,232 (c) 
  136,682 45,561 - 2/17 45,560 - 2/17 45,561 - 2/17  19,763 (d) 
 H. L. Allen 52,474 52,474 - 2/20       7,447 (b)  
 190,258 95,129 - 2/19 95,129 - 2/19     21,702 (c)   R. B. Ford 82,321 82,321 - 2/16       14,970 (b)  
 167,056 55,686 - 2/17 55,685 - 2/17 55,685 - 2/17   24,155 (d)   160,040 80,020 - 2/22 80,020 - 2/22     30,531 (c)  
 R. B. Ford 42,479 42,479 - 2/20    6,028 (b)  390,896 130,298 - 2/21 130,299 - 2/21 130,299 - 2/21   64,124 (d)  
  4,748 4,748 - 6/01    674 (e)  R. E. Funck, Jr. 36,715 36,715 - 2/16    6,677 (b)  
  190,258 95,129 - 2/19 95,129 - 2/19   21,702 (c)   81,578 40,789 - 2/22 40,789 - 2/22   15,562 (c)  
  151,869 50,623 - 2/17 50,623 - 2/17 50,623 - 2/17  21,959 (d)   154,013 51,337 - 2/21 51,338 - 2/21 51,338 - 2/21  25,265 (d)  
 D. G. Salvadori 42,479 42,479 - 2/20       6,028 (b)   H. L. Allen 82,321 82,321 - 2/16       14,970 (b)  
 142,313 71,156 - 2/19 71,157 - 2/19     16,232 (c)   101,289 50,644 - 2/22 50,645 - 2/22     19,323 (c)  
 138,049
49,611
 46,017 - 2/17
16,537 - 7/21
 46,016 - 2/17
16,537 - 7/21
 46,016 - 2/17
16,537 - 7/21
   19,961
7,173
 (d)
(f)
   130,298 43,432 - 2/21 43,433 - 2/21 43,433 - 2/21   21,374 (d)  
 J. F. Ginascol 12,890 12,890 - 2/16    2,344 (b)  
  25,460 12,730 - 2/22 12,730 - 2/22   4,856 (c)  
  41,817 20,908 - 6/3 20,909 - 6/3   7,978 (e)  
  114,940 38,313 - 2/21 38,313 - 2/21 38,314 - 2/21  18,855 (d)  
 D. G. Salvadori 60,978 60,978 - 2/16       11,089 (b)  
 108,287 54,143 - 2/22 54,144 - 2/22     20,658 (c)  
 132,182 44,060 - 2/21 44,061 - 2/21 44,061 - 2/21   21,683 (d)  
 M. D. White 229,358 229,358 - 2/16    41,709 (b)  
  348,182 174,091 - 2/22 174,091 - 2/22   66,424 (c)  
  416,956 138,985 - 2/21 138,985 - 2/21 138,986 - 2/21  68,399 (d)  
 B. B. Yoor 82,321 82,321 - 2/16       14,970 (b)  
 112,799 56,399 - 2/22 56,400 - 2/22     21,519 (c)  
 85,562 28,520 - 2/21 28,521 - 2/21 28,521 - 2/21   14,036 (d)  
(a)
The equity targets are described in the section of the proxy statement captioned, "Compensation Discussion and Analysis—How Executive Pay Decisions Are Made—Long-Term Incentive Plan (LTI).Basis for Compensation Decisions."

(b)
These are the restricted shares that remained outstanding and unvested on December 31, 2017,2020, from an award made on February 20, 2015.16, 2018. The award has a 5-year3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2017,2020, Abbott reached its minimum return on equity target and these shares vested on February 28, 2018.26, 2021.

(c)
These are the restricted shares that remained outstanding and unvested on December 31, 2017,2020, from an award made on February 19, 2016.22, 2019. The award has a 5-year3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2017,2020, Abbott reached its minimum return on equity target and one-halfhalf of these shares vested on February 28, 2018.26, 2021.

(d)
These are the restricted shares that remained outstanding and unvested on December 31, 2017,2020, from an award made on February 17, 2017.21, 2020. The award has a 5-year3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2017,2020, Abbott reached its minimum return on equity target and one-third of these shares vested on February 28, 2018.26, 2021.

(e)
These are the restricted shares that remained outstanding and unvested on December 31, 2017,2020, from an award made on June 1, 2015. This3, 2019. The award has a five-year3-year term, with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2017,2020, Abbott reached its minimum return on equity target and half of these shares will vest on June 1, 2018.

(f)
These are the restricted shares that remained outstanding and unvested on December 31, 2017, from an award made on July 21, 2017. The award has a 5-year term, with not more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2017, Abbott reached its minimum return on equity target and one-third of these shares will vest on July 21, 2018.3, 2021.

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20172020 OPTION EXERCISES AND STOCK VESTED

The following table summarizes for each named officer the number of shares the officer acquired on the exercise of stock options and the number of shares the officer acquired on the vesting of stock awards in 2017:2020:

 Option Awards 

 Stock Awards 

 Option Awards  

 Stock Awards  

 Name

Number of Shares
Acquired on Exercise
(#)



Value Realized
on Exercise
($)



 Number of Shares
Acquired on Vesting
(#)



Value Realized
on Vesting
($)



  Name

Number of Shares
Acquired on Exercise
(#)






Value Realized
on Exercise
($)



  Number of Shares
Acquired on Vesting
(#)



Value Realized
on Vesting
($)



 
 M. D. White 530,000 $14,748,045   129,520 $5,887,979   R. B. Ford 0 $0   37,556 $2,974,060  
 B. B. Yoor    15,693 714,177  R. E. Funck, Jr. 120,033 8,128,936  16,813 1,331,421 
 H. L. Allen 8,000 171,203   24,165 1,098,541   H. L. Allen 0  0   32,684 2,588,246  
 R. B. Ford    23,128 1,061,298  J. F. Ginascol 135,298 8,418,723  10,688 899,955 
 D. G. Salvadori 258,539 3,170,754   27,221 1,330,967   D. G. Salvadori 42,479  2,755,188   30,464 2,460,001  
 M. T. Rousseau    84,394 4,088,046  M. D. White 0 0  105,702 8,370,541 
 E. S. Fain 293,519 5,463,589   83,179 4,229,328   B. B. Yoor 694,131  26,927,604   32,318 2,559,262  

PENSION BENEFITS

During 2017, Messrs. White, Yoor, Allen, Ford, and Salvadori2020, the named officers participated in two Abbott-sponsored defined benefit pension plans: the Abbott Laboratories Annuity Retirement Plan, a tax-qualified pension plan; and the Abbott Laboratories Supplemental Pension Plan, a non-qualified supplemental pension plan. The Supplemental Pension Plan also includes a benefit feature Abbott uses to attract officers who are at the mid-point of their careers. This feature provides an additional benefit to officers who are mid-career hires that is less valuable to officers who have spent most of their careers at Abbott. Except as provided in Abbott's change in control agreements, Abbott does not have a policy granting extra years of credited service under the plans. These change in control agreements are described on pages 5978 and 60.79.

The compensation considered in determining the pension payable to the named officers is the compensation shown in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table on page 44.63.

ANNUITY RETIREMENT PLAN

The Annuity Retirement Plan covers eligible employees in the United States who are age 21 or older, and provides participants with a life annuity benefit at normal retirement equal to A plus the greater of B or C below.

A.
1.10% of 5-year final average earnings multiplied by years of benefit service after 2003.

B.
1.65% of 5-year final average earnings multiplied by years of benefit service prior to 2004 (up to 20); plus 1.50% of 5-year final average earnings multiplied by years of benefit service prior to 2004 in excess of 20 (but no more than 15 additional years); less 0.50% of the lesser of 3-year final average earnings (but not more than the social security wage base in any year) or the social security covered compensation level multiplied by years of benefit service.

C.
1.10% of 5-year final average earnings multiplied by years of benefit service prior to 2004.

The benefit for service prior to 2004 (B or C above) is reduced for the cost of preretirement surviving spouse benefit protection. The reduction is calculated using formulas based on age and employment status during the period in which coverage was in effect.

Final average earnings are the average of the employee's 60 highest-paid consecutive calendar months of compensation (salary and non-equity incentive plan compensation). The Annuity Retirement Plan covers earnings up to the limit imposed by Internal Revenue Code Section 401(a)(17) and provides for a maximum of 35 years of benefit service.

Participants become fully vested in their pension benefit upon the completion of five years of service. The benefit is payable on an unreduced basis at age 65. Participants hired after 2003 who terminate prior to age 55 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. Participants hired prior to 2004 who terminate prior to age 50 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 50. Participants hired prior to 2004 who

Abbott Laboratories      55GRAPHIC 75


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terminate prior to age 50 with less than 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55.

The Annuity Retirement Plan offers several optional forms of payment, including certain and life annuities, joint and survivor annuities, and level income annuities. The benefit paid under any of these options is actuarially equivalent to the life annuity benefit produced by the formula described above.

Participants who retire from Abbott prior to their normal retirement age may receive subsidized early retirement benefits. Participants hired after 2003 are eligible for early retirement at age 55 with 10 years of service. Participants hired prior to 2004 are eligible for early retirement at age 50 with 10 years of service or age 55 if the employee's age plus years of benefit service total 70 or more. As of December 31, 2017, Mr.2020, Messrs. White, wasFunck, Jr., Allen, and Ginascol were eligible for early retirement benefits under the plan.

The subsidized early retirement reductions applied to the benefit payable for service after 2003 (A above) depend upon the participant's age at retirement. If the participant retires after reaching age 55, the benefit is reduced 5 percent per year for each year that payments are made before age 62. If the participant retires after reaching age 50 but prior to reaching age 55, the benefit is actuarially reduced from age 65.

The early retirement reductions applied to the benefit payable for service prior to 2004 (B and C above) depend upon age and service at retirement:

    In general, the 5-year final average earnings portions of the benefit are reduced 3 percent per year for each year that payments are made before age 62 and the 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62.

    Employees who participated in the plan before age 36 may elect "Special Retirement" on the last day of any month after reaching age 55 with age plus Seniority Service points of at least 94 or "Early Special Retirement" on the last day of any month after reaching age 55, provided their age plus Seniority Service points would reach at least 94 before age 65. Seniority Service includes periods of employment prior to attaining the minimum age required to participate in the plan. If Special Retirement or Early Special Retirement applies, Seniority Service is used in place of benefit service in the formulas. The 5-year final average earnings portions of the benefit in B above are reduced 12/3 percent for each year between ages 59 and 62 plus 21/2 percent for each year between ages 55 and 59. The 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. Benefit C is payable on an unreduced basis at Special Retirement and is reduced 3 percent per year for each year that payments are made before age 62, if Early Special Retirement applies.

SUPPLEMENTAL PENSION PLAN

With the following exceptions, the provisions of the Supplemental Pension Plan are substantially the same as those of the Annuity Retirement Plan:

    Officers' 5-year final average earnings are calculated using the average of the 5 highest years of base earnings and the 5 highest years of payments under Abbott's non-equity incentive plans.

    The Annuity Retirement Plan does not include amounts deferred or payments received under the Abbott Laboratories Deferred Compensation Plan in its calculation of a participant's final average earnings. To preserve the pension benefits of Deferred Compensation Plan participants, the Supplemental Pension Plan includes amounts deferred by a participant under the Deferred Compensation Plan in its calculation of final average earnings. Beginning in the year following their election as an officer, Abbott officers are no longer eligible to defer compensation under the Deferred Compensation Plan.

    In addition to the benefits outlined above for the Annuity Retirement Plan, participating officers are eligible for a benefit equal to 0.6% of 5-year final average earnings for each year of service for each of the first 20 years of service occurring after the participant attains age 35. The benefit is further limited by the maximum percentage allowed under the Annuity Retirement Plan under that plan's benefit formulas (A, B, and C above). The portion of this additional officer benefit attributable to service prior to 2004 is reduced 3 percent per year for each year that payments are made before the plan's unreduced retirement age. The portion attributable to service after 2003 is reduced 5 percent per year for each year that payments are made before the plan's unreduced retirement age if the participant is at least age 55 at early retirement. If the participant is under age 55 at retirement, the portion attributable to service after 2003 is actuarially reduced from age 65.

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    The Supplemental Pension Plan provides early retirement benefits similar to those provided under the Annuity Retirement Plan. The benefits provided to Abbott's officers under the Supplemental Pension Plan are reduced

56      Abbott Laboratories


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      from the plan's unreduced retirement age, unless the benefit is being actuarially reduced from age 65. As of December 31, 2017, Mr.2020, Messrs. White, wasFunck, Jr., Allen, and Ginascol were eligible for early retirement benefits under the plan.



    Vested plan benefits accrued under the Supplemental Pension Plan may be funded through a grantor trust established by the officer. Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, those officers who were elected prior to 2009 may have the entire amount of their vested plan benefits funded through a grantor trust. Officers elected after 2008 may only have the vested plan benefits that accrue following the calendar year in which the officer is first elected funded through a grantor trust. Vested plan benefits accrued through December 31, 2008, to the extent not previously funded, were distributed to the participants' individual trusts and included in the participants' income.

Benefits payable under the Supplemental Pension Plan are offset by the benefits payable from the Annuity Retirement Plan, calculated as if benefits under the plans commenced at the same time. The amounts paid to an officer's Supplemental Pension Plan grantor trust to fund plan benefits are actuarially determined. The plan is designed to result in Abbott paying the officer's Supplemental Pension Plan benefits to the extent assets held in the officer's trust are insufficient.

20172020 PENSION BENEFITS

 Name

Plan Name

Number Of
Years
Credited
Service (#)




Present
Value of
Accumulated
Benefit ($)(1)








Payments
During
Last Fiscal
Year ($)




Name

Plan Name

Number Of
Years
Credited
Service
(#)





Present
Value of
Accumulated
Benefit ($)(1)




Payments
During
Last Fiscal
Year ($)




 M. D. White Abbott Laboratories Annuity Retirement Plan 33 $  1,589,767 $              0  R. B. FordAbbott Laboratories Annuity Retirement Plan24$682,422$0 
  Abbott Laboratories Supplemental Pension Plan 33 39,531,717 2,212,762(2)  Abbott Laboratories Supplemental Pension Plan247,883,470298,329(2) 
 B. B. Yoor Abbott Laboratories Annuity Retirement Plan 20 439,903 0 
  Abbott Laboratories Supplemental Pension Plan 20 1,888,580 92,691(2)
R. E. Funck, Jr.Abbott Laboratories Annuity Retirement Plan331,694,2820
Abbott Laboratories Supplemental Pension Plan338,053,119368,136(2)
H. L. AllenAbbott Laboratories Annuity Retirement Plan15586,4540 
 Abbott Laboratories Supplemental Pension Plan155,623,414208,869(2) 
J. F. GinascolAbbott Laboratories Annuity Retirement Plan371,948,5340
Abbott Laboratories Supplemental Pension Plan375,485,168183,896(2)
D. G. SalvadoriAbbott Laboratories Annuity Retirement Plan6143,7740 
 Abbott Laboratories Supplemental Pension Plan61,094,2000(2) 
M. D. WhiteAbbott Laboratories Annuity Retirement Plan361,717,9300
Abbott Laboratories Supplemental Pension Plan3639,771,5102,530,729(2)
 H. L. Allen Abbott Laboratories Annuity Retirement Plan 12 286,941 0  B. B. YoorAbbott Laboratories Annuity Retirement Plan23691,55124,430 
  Abbott Laboratories Supplemental Pension Plan 12 2,226,201 193,264(2)  Abbott Laboratories Supplemental Pension Plan234,604,0781,169,843(2) 
 R. B. Ford Abbott Laboratories Annuity Retirement Plan 21 400,836 0 
  Abbott Laboratories Supplemental Pension Plan 21 1,837,889 66,435(2)
 D. G. Salvadori Abbott Laboratories Annuity Retirement Plan 3 53,596 0  
  Abbott Laboratories Supplemental Pension Plan 3 301,984 0  
(1)
Abbott calculates these present values using: (i) a 3.88%2.9% discount rate for the Annuity Retirement Plan and a 3.81%2.8% discount rate for the Supplemental Pension Plan, the same effective discount rates it uses for Financial Accounting Standards Board ASC Topic 715 calculations for financial reporting purposes; and (ii) each plan's unreduced retirement age. The present values shown in the table reflect post-retirement mortality, based on the Financial Accounting Standards Board ASC Topic 715 assumption (the RP2006 CombinedPri-2012 Healthy Annuitant table with projected mortality improvements), but do not include a factor for pre-retirement termination, mortality, or disability.

(2)
Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, vested Supplemental Pension Plan benefits, to the extent not previously funded, were distributed to the participants' individual grantor trusts and included in the participants' income. Amounts held in the officer's individual trust are expected to offset Abbott's obligations to the officer under the plan. During 2017,2020, the amounts shown, less applicable tax withholdings, were deposited in such individual trusts established by the named officers. Grantor trusts are described in greater detail in the section of the proxy statement captioned, "Compensation Discussion and Analysis—Benefits and Perquisites." For Mr. Yoor, the amount shown also includes unfunded Supplemental Pension Plan benefits paid to him upon his retirement in 2020.

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2017 NONQUALIFIED DEFERRED COMPENSATION

The following table summarizes non-qualified deferred compensation of Messrs. Rousseau and Fain under the Management Savings Plan (formerly known as the St. Jude Medical, Inc. Management Savings Plan). None of Abbott's other named officers have any non-qualified deferred compensation.

 Name

Plan Name

Executive
contributions
in last FY
($)(3)




Registrant
contributions
in last FY
($)(4)




Aggregate
earnings
in last FY
($)(5)




Aggregate
withdrawals/
distributions
($)




Aggregate
balance
at last FYE
($)




 M. T. RousseauManagement Savings Plan(1)(2)$415,384$3,000$2,290,439$0$24,263,579 
E. S. FainManagement Savings Plan(1)(2)41,4153,000530,74503,363,541
(1)
The Management Savings Plan permits participants to defer up to 80 percent of their base pay and up to 100 percent of their annual cash incentives, other bonuses, and commission compensation, and credits a participant's account with matching contributions at the rate applicable under the participant's tax-qualified defined contribution plan, up to a maximum of $3,000. Participants may direct the investment of their accounts into one or more of several funds chosen by the administrator, and the deferral and the deferral account are credited with investment returns based on the performance of the fund(s) selected. During 2017, the weighted average rate of return credited to Mr. Rousseau's account was 10.6 percent and to Mr. Fain's account was 19.0 percent.

(2)
The plan provides for cash distributions in either a lump sum or installments after separation from service and permits in-service withdrawals in accordance with specific procedures. Participants make distribution elections each year that apply to the deferrals to be made in the following calendar year, in accordance with the requirements of Internal Revenue Code Section 409A. Participants may request withdrawals due to financial hardship; if a hardship withdrawal is approved, it is limited to the amount needed to address the hardship.

(3)
The amounts reported in this column are included in the Salary column of the Summary Compensation Table of this proxy statement.

(4)
The amounts reported in this column are included in the All Other Compensation column of the Summary Compensation Table of this proxy statement.

(5)
The amounts reported in this column are not included in the Summary Compensation Table of this proxy statement.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION—GENERALLY

Abbott does not have employment agreements with its named officers.

Messrs. Rousseau and Fain had change in control agreements with St. Jude Medical, Inc. prior to its acquisition by Abbott and entered into retention agreements with Abbott in connection with the acquisition. Payments made under their respective agreements are described in footnotes 3, 6, and 8 of the Summary Compensation Table on pages 44 through 46 and in the section of the proxy statement captioned "Potential Payments Upon Termination or Change in Control—Equity Awards" on pages 60 and 61.

The following summarizes the payments that the named officers, other than Messrs. Rousseau and Fain,Mr. Yoor, would have received if their employment had terminated on December 31, 2017.2020. Earnings would have continued to be paid to the named officer's Performance Incentive Plan, Management Incentive Plan, and Supplemental 401(k) Plan grantor trusts, until the trust assets were fully distributed. The amount of these payments would depend on the period over which the trusts' assets were distributed and the trusts' earnings. If the trusts' assets were distributed over a ten-year period and based on current earnings, the named officers would receive the following average annual payments over such ten-year period:

    M. D. White, $1,471,131R. B. Ford, $345,588

    B. B. Yoor, $55,145R. E. Funck, Jr., $361,709

    H. L. Allen, $178,314$331,279

    R. B. Ford, $93,613J. F. Ginascol, $222,176

    D. G. Salvadori, $6,888$19,223

    M. D. White, $2,030,151

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In addition, the following one-time deposits would have been made under the Abbott Laboratories Supplemental Pension Plan for the following named officers:

    R. B. B. Yoor, $276,073Ford, $1,072,368

    R. E. Funck, Jr., $1,096,421

    H. L. Allen, $157,998$1,678,916

    R. B. Ford, $228,380J. F. Ginascol, $528,045

    D. G. Salvadori, $73,121$228,021

If the termination of employment was due to disability, then the following named officers also would have received, in addition to Abbott's standard disability benefits, a monthly long-term disability benefit in the amount of:

    M. D. White, $225,000R. B. Ford, $183,750

    B. B. Yoor, $53,120R. E. Funck, Jr., $64,040

    H. L. Allen, $50,760$45,885

    R. B. Ford, $53,320J. F. Ginascol, $42,865

    D. G. Salvadori, $36,685$45,275

    M. D. White, $62,500

This long-term disability benefit would continue for up to 24 months following termination of employment. It ends if the officer retires, recovers, dies, or ceases to meet eligibility criteria.

In addition, if the employment of these named officers had terminated due to death or disability, the officer's unvested stock options and restricted shares would have vested on December 31, 20172020 with values as set forth below in the section captioned, "Equity Awards."

POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

Mr. White does not have a change in control agreement with Abbott.

Abbott has change in control arrangements with other key members of its management team, in the form of change in control agreements for Abbott officers and a change in control plan for certain other management personnel. The agreements with Mr. Yoor,Messrs. Ford, Funck, Jr., Allen, Ford,Ginascol, and Salvadori are described below. Messrs. Rousseau and Fain did not have change in control agreements with Abbott.

Each change in control agreement continues in effect until December 31, 2018,2022, and can be renewed for successive two-year terms upon notice prior to the expiration date. If notice of non-renewal is given, the agreement will expire

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on the later of the scheduled expiration date and the one-year anniversary of the date of such notice. If no notice is given, the agreement will expire on the one-year anniversary of the scheduled expiration date. Each agreement also automatically extends for two years following any change in control (see below) that occurs while the agreement is in effect.

The agreements provide that if the officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason (see below) within two years following a change in control of Abbott, the officer is entitled to receive a lump sum payment equal to three times the officer's annual salary and annual incentive ("bonus") award (assuming for this purpose that all target performance goals have been achieved or, if higher, based on the average bonus for the last three years), plus any unpaid bonus owing for any completed performance period and the pro rata bonus for any current bonus period (based on the highest of the bonus assuming achievement of target performance, the average bonus for the past three years, or in the case of the unpaid bonus for any completed performance period, the actual bonus earned). If the officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason during a potential change in control (see below), the officer is entitled to receive a lump sum payment of the annual salary and bonus payments described above, except that the amount of the bonus to which the officer is entitled will be based on the actual achievement of the applicable performance goals. If the potential change in control becomes a "change in control event" (within the meaning of Section 409A of the Internal Revenue Code), the officer will be entitled to receive the difference between the bonus amounts the officer received upon termination during the potential change in control and the bonus amounts that would have been received had such amounts instead been based on the higher of the officer's target bonus or the average bonus paid to the officer in the preceding three years. Bonus payments include payments made under the Performance Incentive Plan. The officer will also receive up to three years of additional employee benefits (including welfare benefits, outplacement services and tax and financial counseling, and the value of three more years of pension accruals).

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If change in control-related payments and benefits become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, payments under the agreement will be reduced to prevent application of the excise tax if such a reduction would leave the executive in a better after-tax position than if the payments were not reduced and the tax applied. The agreements also limit the conduct for which awards under Abbott's incentive stock programs can be terminated and generally permit options to remain exercisable for the remainder of their term.

For purposes of the agreements, the term "change in control" includes the following events: any person becoming the beneficial owner of Abbott securities representing twenty percent or morea specified percentage of the outstanding voting power (not including an acquisition directly from Abbott and its affiliates); a change in the majority of the members of the Board of Directors whose appointment was approved by a vote of at least two-thirds of the incumbent directors; and the consummation of certain mergers or similar corporate transactions involving Abbott. A "potential change in control" under the agreements includes, among other things, Abbott's entry into an agreement that would result in a change in control. Finally, the term "good reason" includes: a significant adverse change in the executive's position, duties, or authority; Abbott's failure to pay the executive's compensation or a reduction in the executive's base pay or benefits; or the relocation of Abbott's principal executive offices to a location that is more than thirty-five miles from the location of the offices at the time of the change in control.

If a change in control had occurred on December 31, 20172020 immediately followed by one of the covered circumstances described above, Mr. Yoor,Messrs. Ford, Funck, Jr., Allen, Ford,Ginascol, and Salvadori would have been entitled to receive the following payments and benefits under the change in control agreements:

Name

Cash
termination
payments



Additional
Supplemental
Pension Plan
benefits




Welfare and
fringe benefits


Name


Cash
termination
payments



Additional
Supplemental
Pension Plan
benefits




Welfare and
fringe benefits


R. B. Ford

$15,225,000$2,437,080$93,884 

R. E. Funck, Jr.

4,937,0832,138,52860,029

B. B. Yoor

$5,059,900$692,859$68,222 

H. L. Allen


5,994,600

1,627,907

49,207
 

H. L. Allen

4,009,762306,09744,071

J. F. Ginascol


5,436,800


2,477,186


68,653


R. B. Ford

3,656,407461,60268,122 

D. G. Salvadori


5,485,000

168,302

87,581
 

D. G. Salvadori

4,731,20095,20568,079

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EQUITY AWARDS

Under Abbott Laboratories' Incentive Stock Programs, upon a change in control, the surviving company may assume, convert, or replace awards to executive officers on an equivalent basis. If the surviving company does not do so, then the awards vest. If the surviving company does assume, convert, or replace the awards on an equivalent basis, then the awards vest if the officer's employment is terminated without cause or the officer resigns for good reason during the period six months prior to and through two years after a change in control. The term "good reason" has the same definition as in the change of control agreements.

If a change in control had occurred on December 31, 2017,2020, and the surviving company did not assume, convert, or replace the awards, then Messrs. White,the named officers, other than Mr. Yoor, Allen, Ford, and Salvadori would have vested in the following options, restricted shares, and restricted stock units:

 Unvested Stock Options 

 Restricted Shares/Units 

  Unvested Stock Options

Restricted Shares/Units

 Name

Number of
Option
Shares



Value of
Option
Shares



  Number of
Restricted
Shares/Units



Value of
Restricted
Shares/Units



 Name

Number of
Option
Shares



Value of
Option
Shares



 Number of
Restricted
Shares/Units



Value of
Restricted
Shares/Units



 
 M. D. White 1,750,059 $26,155,669   227,814 $13,001,345  R. B. Ford633,257$17,964,556 109,625$12,002,841 
 B. B. Yoor 319,974 4,749,655  41,810 2,386,097 R. E. Funck, Jr.272,3067,912,29647,5045,201,213
 H. L. Allen 409,788 6,197,130   53,304 3,042,059  H. L. Allen313,90810,317,891 55,6676,094,979 
 R. B. Ford 389,354 5,942,852  50,363 2,874,216 J. F. Ginascol195,1075,391,57834,0333,726,273
 D. G. Salvadori 372,452 5,148,859   49,394 2,818,915  D. G. Salvadori301,4479,536,422 53,4305,850,051 
M. D. White994,49632,137,254176,53219,328,489

The value of stock options shown is based on the excess of the closing price of a common share on December 31, 20172020 over the exercise price of such options, multiplied by the number of unvested stock options held by the named officer. The value of restricted shares shown is determined by multiplying the number of restricted shares that would vest as of December 31, 20172020 and the closing price of a common share on December 31, 2017.

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In addition, prior to its acquisition by Abbott, St. Jude Medical, Inc. had granted to Messrs. Rousseau and Fain restricted stock unit and stock option awards. In connection with the acquisition, rather than settling in cash as permitted under the St. Jude equity plans, Abbott assumed all of St. Jude Medical's outstanding and unvested restricted stock units and stock options and converted them into Abbott restricted stock units and options to purchase Abbott common shares, respectively, with substantially the same terms and conditions as were applicable to such St. Jude Medical award. In accordance with the terms of the St. Jude Medical award agreements assumed by Abbott, Messrs. Rousseau's and Fain's outstanding converted St. Jude Medical awards vested when they left Abbott on July 7, 2017 and July 21, 2017, respectively. A restricted stock award held by Mr. Fain also vested on July 21, 2017. Consistent with Internal Revenue Code Section 409A and its regulations, Messrs. Rousseau and Fain received portions of their converted St. Jude Medical restricted stock units on their respective vesting dates for payment of withholding taxes and the remainder were settled on January 7, 2018 and January 21, 2018, respectively. The values of the converted St. Jude Medical restricted stock unit awards received on their respective vesting and settlement dates were as follows: M. T. Rousseau: Vesting date: $159,271; Settlement date: $4,784,443; and E. S. Fain: Vesting date: $77,480; Settlement date: $1,832,323. The values of the converted St. Jude Medical stock options on their respective vesting dates were as follows: M. T. Rousseau: $14,156,810; E. S. Fain: $5,985,741. The value of Mr. Fain's restricted stock award on its vesting date was $2,581,197. The values of the converted St. Jude Medical restricted stock unit awards and Mr. Fain's restricted stock award are determined by multiplying the number of shares vested and the closing price of a common share on the applicable settlement date and July 21, 2017, respectively. The values of the converted St. Jude Medical stock options are based on the excess of the closing price of a common share on the applicable vesting date over the exercise price of such options, multiplied by the number of stock options held.2020.

CEO PAY RATIO

In 2017,2020, we compared CEO pay to that of our median employee. To identify our median employee, we first excluded all 3,6532,579 employees who are employed in Bolivia (213), Egypt (332)(348), Indonesia (633)(631), Mexico (1,122), Peru (1,329)Israel (138), and Venezuela (24)Pakistan (1,462), representing less than 5% of our global workforce of 89,647108,275 employees as of October 1, 20171.2020. We then examined the 20172020 base salary of all remaining employees globally, excluding our CEO, who were employed by us on October 1, 2017.2020. We annualized the base salary of all permanent employees who were hired in 20172020, but did not work for the entire year. The base salary for employees outside of the U.S. was converted to U.S. dollars.

After identifying the median employee, we collected annual total compensation for this employee using the same methodology we use for our named executive officers as disclosed in the Summary Compensation Table on page 4463 and then added the cost of medical and dental benefits ($12,597)12,619) in the calculation of annual total compensation for the median employee and CEO.

Robert Ford became Abbott's CEO on March 31, 2020. In accordance with SEC rules, in determining our CEO annual total compensation for this calculation, we annualized Mr. Ford's base salary, company matching contributions, and pension accruals, which resulted in 2020 total CEO compensation of $20,639,568.

The annual total compensation of our median employee was $75,679,$77,594, resulting in a ratio of 251:266:1.

The above ratio and annual total compensation amount are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.


1
Total U.S. employees: 24,988;33,743; total non-U.S. employees: 64,659.74,532.

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RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS
(ITEM 2 ON PROXY CARD)

Abbott's By-Laws provide that the Audit Committee shall appoint annually a firm of independent registered public accountants to serve as auditors. In October 2017,2020, the Audit Committee appointed Ernst & Young LLP to act as auditors for 2018.2021. Ernst & Young LLP has served as Abbott's auditors since 2014.

Although the Audit Committee has sole authority to appoint auditors, it would like to know the opinion of the shareholders regarding its appointment of Ernst & Young LLP as auditors for 2018.2021. For this reason, shareholders are being asked to ratify this appointment. If the shareholders do not ratify the appointment of Ernst & Young LLP as auditors for 2018,2021, the Audit Committee will take that fact into consideration, but may, nevertheless, continue to retain Ernst & Young LLP.

The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as auditors for 2018.2021.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

AUDIT FEES AND NON-AUDIT FEES

The following table presents fees for professional audit services by Ernst & Young LLP for the audit of Abbott's annual financial statements for the years ended December 31, 20172020 and December 31, 20162019 and fees billed for other services rendered by Ernst & Young during these periods.

 

 
2017


2016

 

 
2020


2019

 

Audit fees:(1)

 $26,863,000 $14,545,000   

Audit fees:(1)

 $24,474,000 $23,960,000  

 

Audit related fees:(2)

 624,000 404,000  

Audit related fees:(2)

 1,158,000 1,029,000 

 

Tax fees:(3)

 5,732,000 2,389,000   

Tax fees:(3)

 5,944,000 6,668,000  

 

All other fees:(4)

  853,000  

All other fees:(4)

 99,000 149,000 

 

Total

 $33,219,000 $18,191,000   

Total

 $31,675,000 $31,806,000  
(1)
Audit fees includedinclude amounts billed or to be billed for professional services rendered for the audit of Abbott's annual financial statements, the review of Abbott's financial statements included in Abbott's quarterly reports, and the audits of Abbott's internal control over financial reporting, statutory and subsidiary audits, the review of documents filed with the Securities and Exchange Commission, and certain accounting consultations in connection with the audits.

(2)
Audit related fees include: accounting consultations and audits in connection with proposed acquisitions and divestitures, and audits of certain employee benefit plans' financial statements.

(3)
Tax fees consist principally of professional services rendered for tax compliance and tax planning and advice including assistance with tax audits and appeals, and tax advice related to mergers and acquisitions.

(4)
All other fees include regulatory and technical education services, participation in 2016 include transaction-relatedindustry surveys, and a required compliance assessment services.associated with Abbott's hosting of certain health data.

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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF THE INDEPENDENT AUDITOR

The Audit Committee has established policies and procedures to pre-approve all audit and permissible non-audit services performed by the independent auditor and its related affiliates.

Prior to engagement of the independent registered public accounting firm for the next year's audit, management will submit a schedule of all proposed services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

REPORT OF THE AUDIT COMMITTEE

Management is responsible for Abbott's internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee reviews these processes on behalf of the Board of Directors. In this context, the Audit Committee has reviewed and discussed the audited financial statements contained in the 20172020 Annual Report on Form 10-K with Abbott's management and its independent registered public accounting firm.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed pursuant to Auditing Standard No. 16(Communications with Audit Committees), as adopted by the applicable requirements of the Public Company Accounting Oversight Board.Board and the Securities and Exchange Commission.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm's independence. The Audit Committee has also considered whether the provision of the services described on page 6281 under the caption "Audit Fees and Non-Audit Fees" is compatible with maintaining the independence of the independent registered public accounting firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Abbott's Annual Report on Form 10-K for the year ended December 31, 20172020 filed with the Securities and Exchange Commission.

Audit Committee

E. M. Liddy,Chair
R. S. AustinM. A. Kumbier
N. McKinstry
S. C. Scott IIIJ. G. Stratton
G. F. Tilton

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SAY ON PAY—AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION (ITEM 3 ON PROXY CARD)

Shareholders are being asked to approve the compensation of Abbott's named officers, as disclosed under Securities and Exchange Commission rules, including the Compensation Discussion and Analysis, the compensation tables, and related material included in this proxy statement.

In 2017, Abbott achieved outstanding returns to shareholders, ranking #1Abbott's sustained strong performance has resulted in our peer group. Abbott's one-year total shareholder return (TSR) was 52.0%significantly exceeding the peer median and major market indices on a one-, which was 30.2three-, and 23.9 percentage points abovefive-year basis.

Abbott's three-year TSR of 101.7% is more than twice that of the robust growth of bothpeer group median and the broader Standard & Poor's 500 Index (S&P 500) and more than three times that of the Dow Jones Industrial Average (DJIA), respectively. Abbott continues to be recognized as a member market index. These consistent above-market returns are driven by the strength of our diversified business model with leadership positions in some of the S&P 500 Dividend Aristocrat Index, having increased the dividend payout for 46 consecutive years.largest and fastest growing markets in healthcare and innovative product portfolios across our businesses.

GRAPHICAbbott delivered strong returns for shareholders in 2020, despite the global market challenges from COVID-19, and achieved or exceeded the financial targets that were set before the pandemic in January 2020. Abbott's one-year TSR was 28.0%, more than three times the peer median TSR, and significantly above major market indices, a testament to the strength of our diversified business model and ability to innovate and deliver in this challenging environment.


GRAPHIC


GRAPHIC


GRAPHIC

In 2017,addition to delivering significant shareholder returns, Abbott continued to strategically shape its business throughtake important steps to position the additions of St. Jude Medical and Alere Inc. The St. Jude Medical business expands Abbott's presence into multiple new areas of cardiovascular care, as well as neuromodulation, transforming Abbott into a broad-based leaderCompany for long-term, sustainable growth.

    Achieved important product approvals in medical devices. Alere Inc. extends Abbott's long-established presence and leadership2020 across our businesses that will be significant contributors to growth in diagnostics into rapid testing, an attractive and high growth area of testing in both developed and emerging markets. In addition, Abbott continues to have a strong organic pipeline of innovative new products across each of our major businesses, including novel technologies for glucose-monitoring, neuromodulation, cardiovascular care and fully-integrated diagnostic testing solutions. Together, this high level of R&D productivity and strategic shaping gives Abbott an exciting portfolio of businesses with the presencecoming years.

    Increased manufacturing scale and capabilities across several important products, including significant investment in COVID-19 diagnostic test capacity to help meet immediate global testing needs and further accelerate Abbott's leadership position in diagnostic testing.

    Returned $2.6 billion to shareholders through dividends in 2020 and announced a 25% increase to the dividend payable in 2021, demonstrating Abbott's financial strength and commitment to shareholder returns.

    Launched our 2030 Sustainability Plan focused on Abbott's greatest opportunities to make an impact: creating new life-changing technologies and products, expanding the access and affordability of this innovation, and breaking down barriers that prevent people from getting the care they need.

Our compensation program is market-based and produces outcomes that directly link to both developedCompany and emerging markets to create new market opportunities for long-term growth.

officer performance. The vast majority of compensation for our executive officers is performance-based and objectively determined. Long Term Incentives (LTI), which comprise the largest percentage of compensation for our executive officers, are directly linked to shareholder returns. Each year, LTI award guidelines are determined based on relative TSR performance compared to our peer group. The Compensation Committee looks at 1-, 3-, and 5-year TSR in making these determinations. The table below illustrates the relative TSR and award guidelines since 2013 for executive officers at Abbott.

  Relative TSR Percentile vs. Peers  2013  2014  2015  2016  2017 
​   1-Year  26th  89th  61st  0th  100th 
  3-Year   84th   53rd   44th   17th   63rd  
​   5-Year  11th  47th  83rd  28th  50th 
                         
​   Average  40th  63rd  63rd  15th  71st 
  LTI Award Guideline Percentile   37th   50th   50th   25th   75th  

Not only is a direct link evident in these results; it can reasonably be concluded that Abbott has been conservative in setting target payout levels. This linkage translates into significant differentiation of pay for our executives, aligned

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with returns to our shareholders. The table below illustrates the pay outcomes for our CEO based on results each year since the separation of AbbVie. Again, a direct pay for performance link is very evident.

  Pay Linked to Performance  2013  2014  2015  2016  2017 
​   CEO Pay Decisions*  $15,766,044  $19,905,536  $17,403,023  $15,062,628  $23,572,774 
  % Change in Pay vs. Prior Year    –30%    +26%    –13%    –13%    +56%  
​   1-Year TSR  +24%  +20%  +2%  –12%  +52% 
*
Pay decisions represent summaryOur annual incentive plan links officer compensation table earnings,excluding the change in pension value (which is primarily driven by changes in discount rates) and adjusted to reflect Stock Awards and Option Awards aligned to the year of grant (sincemetrics which ensure financial success for the Committee grants those in February of each year based onshort-term and position the prior year performance).

We continually evolve our compensation program based on feedback from shareholders, as well as changes in our business. Some of the recent changes made include the following:

    Changed performance-based restricted stock awards to vest only over a 3-year term with no more than one-third of the award vesting in any one year

    Selected a new peer group that reflects the globally diverse and consumer-facing aspects of Abbott

    Increased executive and director share ownership guidelines

    Added a share retention requirement which applies until share ownership guidelines are met

    Eliminated single-trigger vesting of equityCompany for growth in the event of a change in control

    Eliminated tax gross-ups in our executive officer pay program

    Implemented a hedging policy and a pledging policy

    Implemented a one-year minimum vesting period for long-term incentive grants

    Increased the ROE target for performance shares in two of the last three years

    Revised annual cash incentive plan goals and scoring methodology

    Revised long-term incentive measures to reflect sustained performance over a three-year period

    Increased disclosure related to payouts for annual and long-term incentives

    Implemented a strengthened recoupment policy

    Retained an independent Compensation Committee consultant who performs no other work for Abbott

We received positive feedback on these changes from our shareholders during our extensive shareholder outreach.future as well.

The Compensation Committee, with the counsel of its independent consultant, concluded that the compensation reported herein was earned and appropriate. The specific details of the executive compensation program and compensation paid to the named executive officers are described on pages 2633 through 4160 of this proxy statement. Consistent with the preference expressed by shareholders as part

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Table of the 2017 advisory vote, the Board adopted an annual advisory vote of shareholders on executive compensation.Contents

While this vote is advisory and non-binding, the Board of Directors and Compensation Committee value the opinion of the shareholders and will review the voting results and take into account the results and our ongoing dialogue with shareholders when future compensation decisions are made.

Accordingly, the Board of Directors recommends that you vote FOR the approval of the named officers' compensation.

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APPROVAL AND ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION TO ELIMINATE STATUTORY SUPERMAJORITY VOTING STANDARDS (ITEM 4 ON PROXY CARD)

Shareholders are being asked to approve and adopt amendments to Abbott's Articles of Incorporation (the "Articles") to replace and supersede certain supermajority voting standards set forth in the Illinois Business Corporation Act (the "IBCA") with majority voting standards. The proposed amendments to be approved by the shareholders are set forth in Items 4(a) and 4(b) below (each, a "Proposed Amendment"), and will be voted on separately. Approval and adoption of one Proposed Amendment is not conditioned upon approval and adoption of the other Proposed Amendment.

PROPOSED AMENDMENTS

At the 2020 Annual Meeting, shareholders approved a shareholder proposal requesting that each provision in Abbott's governing documents requiring a two-thirds vote of outstanding shares under the IBCA be replaced by a majority vote of outstanding shares. As discussed below, under the IBCA, approval by at least two-thirds of the shares entitled to vote on a matter is required to amend the Articles and to approve certain extraordinary transactions. After consideration of shareholder input, including the approved shareholder proposal in 2020, the Board is recommending that shareholders approve and adopt the Proposed Amendments to supersede and replace the relevant IBCA supermajority voting standards with majority voting standards.

Item 4(a): Implement Majority Voting Standard for Amendments of the Articles of Incorporation and Effect Other Ministerial Changes

Currently, the Articles do not specify a voting standard for amendments to the Articles. As a result, the vote required to amend the Articles is determined by the provisions of the IBCA. Section 10.20 of the IBCA provides that an amendment of a corporation's articles of incorporation requires the affirmative vote of at least two-thirds of the votes of outstanding shares, and that this voting standard may be superseded in the corporation's articles of incorporation by a smaller requirement of not less than a majority of outstanding shares. Item 4(a) proposes to amend the Articles, by adding a new Article R-X, to provide that any amendment to the Articles subject to a vote of the shareholders under Section 10.20 of the IBCA shall require the affirmative vote of at least a majority of outstanding shares entitled to vote on such proposed amendment. The voting standard set forth in Article R-X, if adopted, would supersede the two-thirds voting standard set forth in Section 10.20 of the IBCA.

Item 4(a) also proposes ministerial changes to the Articles to (i) update the name and address of Abbott's registered agent (Article R-II), (ii) update the capitalization of Abbott Laboratories      65and remove references to a previous stock split (Article R-VII), and (iii) remove references to a prior restatement of the Articles (Article R-VIII).

Item 4(b): Implement Majority Voting standard for Certain Extraordinary Transactions

Currently, the Articles do not specify a voting standard for the following transactions:

    A proposed plan of merger, consolidation or exchange,

    A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of the corporation, if not made in the usual and regular course of its business, and

    A voluntary dissolution of the corporation.

As a result, the vote required for such transactions is determined by the relevant provisions of the IBCA. The IBCA provides that each such transaction requires the affirmative vote of at least two-thirds of the votes of the shares entitled to vote on the transaction. The IBCA also provides that this voting standard may be superseded in each case, in the corporation's articles of incorporation, by a smaller requirement of not less than a majority of outstanding shares.

Item 4(b) proposes to amend the Articles, by adding a new Article R-XI, to provide that each of the above transactions subject to a vote of the shareholders under the corresponding section of the IBCA shall require the affirmative vote of at least a majority of outstanding shares entitled to vote on such transaction. The voting

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standard set forth in Article R-XI, if adopted, would supersede the two-thirds voting standard set forth in the IBCA for each of the above described transactions.

VOTE REQUIRED

The affirmative vote of the holders of at least two-thirds of the vote of the outstanding Abbott common shares is required to approve each of Item 4(a) and Item 4(b). Abstentions and broker non-votes, if any, have the same effect as votes against these Items.

ADDITIONAL INFORMATION

The full text of the amended and restated Articles implementing the Proposed Amendments is set forth in Exhibit B. Additions and deletions implementing the Proposed Amendments are indicated, respectively, by underlining and strike-outs. The general description of the Proposed Amendments set forth above is qualified in its entirety by reference to the amended and restated Articles implementing the Proposed Amendments, which is attached as Exhibit B.

If shareholders approve either of the Proposed Amendments by the requisite vote, Abbott will file Articles of Amendment with the Secretary of State of the State of Illinois to implement each of the Proposed Amendments that was approved and restate the Articles, as amended by each Proposed Amendment that was approved, in its entirety. Each Proposed Amendment that was approved will become effective upon the filing of the Articles of Amendment by the Secretary of State of the State of Illinois. For any Proposed Amendment that does not receive the requisite vote, that Proposed Amendment will not be implemented and the respective IBCA voting standard or provision in the Articles (in the case of Item 4(a)) will remain in place.

The Board of Directors recommends that you vote FOR the approval of the proposed amendments to Abbott's Articles of Incorporation.

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SHAREHOLDER PROPOSALPROPOSALS

INTRODUCTION

OneThree shareholder proposal hasproposals have been received and will be voted upon at the annual meeting only if properly presented by or on behalf of the proponent. Abbott is advised that the proposalproposals will be presented for action at the Annual Meeting. The proposed resolutionresolutions and the statementstatements made in support thereof, as well as the Board of Directors' statementstatements in opposition to this proposal,the proposals, are presented on the following pages.

The Board of Directors recommends that you vote AGAINST the proposal.proposals.

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THE PROPOSALPROPOSALS

Shareholder Proposal on Lobbying Disclosure
(Item 5 on Proxy Card)

The Unitarian Universalist Association, 24 Farnsworth Street, Boston, Massachusetts 02210, has informed Abbott that it intends to present the following proposal at the Annual Meeting and that it owns 2,783 Abbott common shares.

PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL

Whereas, we believe in full disclosure of Abbott Laboratories' ("Abbott") direct and indirect lobbying activities and expenditures to assess whether Abbott's lobbying is consistent with its expressed goals and in the best interests of stockholders.

Resolved, the stockholders of Abbott request the preparation of a report, updated annually, disclosing:

    1.
    Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

    2.
    Payments by Abbott used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

    3.
    Abbott's membership in and payments to any tax-exempt organization that writes and endorses model legislation.

    4.
    Description of management's decision-making process and the Board's oversight for making payments described in section 2 above.

For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which Abbott is a member.

Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels.

The report shall be presented to the Public Policy Committee and posted on Abbott's website.

Supporting Statement

Abbott spent $36,700,000 from 2010 – 2019 on federal lobbying. This figure does not include state lobbying, where Abbott also lobbies in 37 states1 but disclosure is uneven or absent. For example, Abbott spent $896,284 on lobbying in California from 2010 – 2019.

Abbott sits on the board of the Chamber of Commerce, which has spent over $1.6 billion on lobbying since 1998, and the boards of the Advanced Medical Technology Association and the Medical Device Manufacturers Association, which together spent $9,300,408 on lobbying for 2018 and 2019 and have drawn scrutiny for lobbying to weaken mandatory disclosure of medical device incidents.2 Abbott does not disclose its payments to trade associations and social welfare organizations, or the amounts used for lobbying.


1
https://publicintegrity.org/state-politics/here-are-the-interests-lobbying-in-every-statehouse/

2
https://www.nbcnews.com/health/health-care/medical-device-makers-spend-millions-lobbying-loosen-regs-d-c-n940351.

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We are concerned that Abbott's lack of lobbying disclosure presents significant reputational risk when its lobbying contradicts company public positions. For example, Abbott publicly supported COVID-19 relief efforts, but the Chamber directly lobbied against using the Defense Production Act for production of personal protective equipment for workers.3 Abbott supports the World Health Organization's goal of increasing breast-feeding rates, its lobbying on attracted scrutiny after the Trump administration blocked a World Health Organization resolution encouraging breastfeeding.4 And Abbott drew attention and ultimately cut ties with one of its lobbyists over his controversial statements about Black Lives Matter.5

We believe the reputational damage stemming from these misalignments harms long-term value creation by Abbott. Thus, we urge Abbott to expand its lobbying disclosure.


3
https://corporatereformcoalition.org/chamber-dpa.

4
https://www.theatlantic.com/health/archive/2018/07/the-epic-battle-between-breast-milk-and-infant-formula-companies/564782/.

5
https://www.thedailybeast.com/trump-campaign-begins-paying-matt-schlapp-as-his-lobbying-clients-flee

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Board of Directors' Statement in Opposition to the
Shareholder Proposal on Lobbying Disclosure

(Item 5 on Proxy Card)

The Board of Directors recommends that you vote AGAINST the proposal.

This same proposal has come before Abbott's shareholders at least four times, most recently last year, when Abbott shareholders rejected it by more than 80%. Abbott was then and still is transparent about its lobbying activities. Preparing and maintaining the annual report this proposal requests would add cost and consume resources, but without increasing any shareholder value. Indeed, as the Board laid out last year, Abbott already provides transparency around the categories of disclosure sought by this proposal, enabling shareholders to assess whether Abbott has any undue corporate influence over initiatives with which its investors disagree. Further, Abbott's political disclosure and accountability policies continue to be recognized as top tier among S&P 500 companies.1 The categories of disclosure called for by this proposal continue to be publicly available and are updated semiannually.

    Policies and Procedures Governing Lobbying.  Abbott provides its policies and procedures governing lobbying year-round on its website. The Company also discloses the key principles that guide its participation in political and advocacy activities, the decisionmaking process, and board oversight of those activities on its website and annually in Abbott's Global Sustainability Report.

    Payments Used for Lobbying.  In compliance with the Lobbying Disclosure Act, Abbott files a quarterly report that discloses the Company's total federal lobbying expenditures (paid directly and through trade associations), the name of any legislation or its subject that was the topic of communication, the individuals who lobbied on behalf of Abbott, and the legislative body or executive branch contacted. That report can be found on the U.S. Senate Office of Public Records website or the U.S. House of Representatives Office of the Clerk website. Similarly, any indirect contribution (e.g., payments for events honoring covered elected officials), is disclosed as part of mandatory filings available on the Senate's and House's website. Payments Abbott makes for outside lobbying services are disclosed by the outside firms as well, and are also available and searchable in the lobbying disclosure website of both the Senate and the House of Representatives. Regarding state activity, in states where Abbott has a registered lobbyist, reports are filed consistent with state law and are publicly available at the appropriate state agency or on the state's public website. Abbott does not currently make direct expenditures toward grassroots lobbying communications to the general public.

    Decisionmaking and Oversight for Lobbying-Related Payments.  Abbott's decisionmaking and oversight process for lobbying-related payments is already available to Abbott's shareholders. As described on Abbott's website, its Government Affairs office is responsible for advocacy activities with Congress, the federal government, and at the state level. These activities are managed by the Vice President of U.S. Government Affairs, who makes the decision regarding advocacy activities, in consultation with senior management of relevant business units. He then reports to senior management and annually to the Board's Public Policy Committee.

    Tax-Exempt, Lobbying Organizations.   Abbott is a member of various U.S. trade organizations that engage in lobbying and other political activity to champion and protect Abbott, our industry, and the people who rely on our products to achieve good health. For years, Abbott's website has listed the trade organizations to which Abbott pays dues of $50,000 or more. And, every year, the Board's Public Policy Committee reviews a report of Abbott's major trade association memberships, the amount of dues, and the amount used for lobbying.

Abbott already discloses the information the shareholder seeks. Repeated reporting of existing disclosures would waste corporate resources and would not be in the best interests of Abbott or its shareholders.

The Board recommends you vote AGAINST this proposal again.


1
Center for Political Accountability, "2020 CPA-Zicklin Index of Corporate Political Disclosure and Accountability," pg. 42 (Oct. 13, 2020), https://politicalaccountability.net/hifi/files/2020-CPA-Zicklin-Index.pdf.

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Shareholder Proposal on Report on Racial Justice
(Item 6 on Proxy Card)

Handlery Hotels, Inc., 180 Geary Street, Suite 700, San Francisco, California 94108, has informed Abbott that it intends to present the following proposal at the annual meeting and that it owns 2,694 Abbott common shares.

PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL

Whereas: In the wake of the George Floyd murder by police officers on May 25, 2020 a majority of Russell 1000 corporations made public statements expressing their plans to address racial justice, thereby taking the first step to becoming antiracist organizations. Antiracism is the practice of identifying, challenging, and changing the values, structures, and behaviors perpetuating systemic racism.1 Abbott issued a statement, on its "corporate newsroom" website page, supporting racial justice and the elimination of systemic racism. The statement provides only a generalized overview of Abbott's plans to further this effort. It did not provide measurable targets, goals, or quantifiable outcomes.

Numerous studies cite material corporate benefits associated with adopting corporate policies promoting racial justice:

    A McKinsey study shows companies with the strongest racial and ethnic diversity are 35% more likely to outperform their industry medians2

    Companies with the most ethnically/culturally diverse boards worldwide are 43% more likely to experience higher profits3

    For every 10% increase in racial and ethnic diversity among senior executives, EBIT rises 0.8%4

However, inequities in the workplace continue:

    People of Color comprise 33% of entry level positions, but only 13% of the C-suite5

    Among companies in the Russell 3000, Black individuals accounted for only 4.1% of board members versus 13.4% of the U.S. population6

    "Failure to adopt inclusion practices translates into a loss of customers and reduces profitability"7

Abbott can play a critical role in ending systemic racism by promoting racial justice.

The need for action is underscored by Abbott's 40% score on a recent Racial Justice Scorecard. This score is significantly below peers AbbVie Inc. and Boston Scientific, which both scored above 60%. Abbott's low score is due to its lack of publicly accessible diversity and inclusion targets and lack of disclosed data concerning hiring, retention, and promotion rates of people of color within the Company. Given heightened awareness around racism, failing to act and disclose policies and quantifiable data raises the material risk of revenue loss and reduced brand value.

Resolved: Shareholders request that Abbott Labs publish a report, at reasonable expense and excluding proprietary information, disclosing the Company's plan, if any, to promote racial justice.


1
Ontario Anti-Racism Secretariat, "Anti-Racism Defined", 2020 Retrieved from Alberta Civil Liberties Research Center: http://www.aclrc.com/antiracism-defined

2
McKinsey & Company, "Delivering through Diversity", January 2018
https://www.mckinsey.com/~/media/mckinsey/business%20functions/org anization/our%20insights/delivering%20through%20diversity/delivering-through-diversity_full-report.ashx

3
Ibid.

4
Ibid.

5
McKinsey & Company, "Women in the Workplace 2018", https://womenintheworkplace.com/

6
Cydney Posner, "Will companies accede to calls for actions to improve racial and ethnic diversity in hiring and promotion?",July 2020 https://cooleypubco.com/2020/07/15/calls-for-actions-racial-ethnic-diversity/

7
Neesha-ann Longdon, Dimitri Henry, Caitlin Harris, "Diversity And Inclusion As A Social Imperative", August 2020 https://www.spglobal.com/ratings/en/research/articles/200803-environmental-social-and-governance-diversity-and-inclusion-as-a-social-imperative-11573860

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Supporting statement: Investors seek quantitative, comparable data to understand if and how the Company is promoting a commitment to Racial Justice. Proponents suggest the report include:

    Potential policies the company could adopt to promote Racial Justice in its corporate workplaces and operations

    Detailed quantitative information on diversity and inclusion, including recruitment, hiring, and retention policies and outcomes

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Board of Directors' Statement in Opposition to the
Shareholder Proposal on Report on Racial Justice

(Item 6 on Proxy Card)

The Board of Directors recommends that you vote AGAINST the proposal.

The shareholder's proposal is premised on Abbott's purported "score" on a "Racial Justice Scorecard." But this "Scorecard" (put out by the proponent itself) does not accurately reflect Abbott's commitment and work to date on racial justice, or the Company's intentions moving forward. Rather, Abbott's current disclosures in its Global Sustainability Report and 2030 Sustainability Plan depict Abbott's robust commitment to racial justice, diversity, and inclusion, which were not included by the proponent when creating their "scorecard." Further, going forward, Abbott will publish a Diversity and Inclusion (D&I) report, which will enhance these disclosures as well as provide a consolidated EEO-1 report that provides a summary of Abbott employees by race, gender, and job category. Thus, the proposal's new called-for report is unnecessary.

As captured in Abbott's existing disclosures and will be discussed further in its forthcoming D&I report, Abbott has had a long-lasting commitment to diversity, inclusion, and racial justice. First, for years, Abbott has been dedicated to building a pipeline of diverse talent. Nearly three decades ago, Abbott helped found the nonprofit group Advancing Minorities' Interest in Engineering, which develops partnerships among industry, government, and universities to achieve diversity in the engineering workforce. Abbott remains a partner today. Since 2006, Abbott has been building a pipeline of diverse talent through its science, technology, engineering, and math (STEM) programs. Since that time, more than 6,000 Abbott scientists, engineers, and other employees have shared their expertise to support programs that advance STEM education around the world, reaching more than 325,000 students. Even further, Abbott has operated a STEM internship program for U.S. high-school students since 2012, and Abbott hosts hundreds of college students for paid internships. In 2020, 71% of the high-school and 39% of college students participating in those programs were minorities. By 2030, Abbott aims to create opportunities in STEM programs for more than 100,000 young people, including 50% from underrepresented groups.

Second, Abbott recruits job candidates through partnerships with historically black universities and colleges, Hispanic-serving institutes, and other organizations, such as the Association of Latino Professionals in Finance and Accounting, the National Society of Black Engineers, and the Society of Hispanic Professional Engineers, to name a few.

Third, Abbott has, for years, been dedicated to the retention and advancement of historically disenfranchised groups. Abbott facilitates ten employee affinity groups, including groups appealing to African Americans, Latinos, LGTBQ members, and women to expand opportunities for these historically underrepresented groups. Each group is supported by a corporate officer. Nearly 10,000 Abbott employees participate in these groups—an accomplishment that did not happen overnight. And, as a result of all these efforts, today, one third of Abbott's front-line leadership roles are held by minority talent.

As the proposal mentions, since the events of this summer, Abbott reaffirmed its commitment to promote racial justice. But, omitted from the proposal and its "scorecard," is that after the events of this summer, Abbott's CEO communicated with Abbott employees to understand their concerns and ideas about how Abbott could further support racial justice. Abbott held numerous sessions with employees on this topic, surveyed employees about diversity and inclusion, named a Divisional Vice President of Diversity and Inclusion, offered a match to employees for donations to organizations promoting racial justice, and issued a statement on its digital and social channels denouncing racism, the killing of George Floyd and others, and requested the parties responsible be brought to justice.

Abbott's achievements with respect to racial justice and workplace diversity and inclusion have been recognized by third parties for years.

    Abbott has earned a place on DiversityInc magazine's list of the "Top 50 Companies for Diversity" every year since 2004.

    Abbott's efforts to create a woman-friendly workplace have seen Abbott recognized by the 2020 Women on Boards group and the National Association for Female Executives, which has named Abbott among the "Top 50 Companies for Executive Women" each year since 2009.

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    DiversityPlus magazine listed Abbott as a 2019 "Top 10 Champion of Diversity" in recognition of its efforts with suppliers.

    This past year, Forbes listed Abbott on its list of Best Employers for Diversity and for Veterans. And Vault ranked Abbott's internship No. 11 for diversity and for veterans. No other healthcare companies even made Vault's top 30.

Ultimately, the shareholder proposal is based on a flawed premise and erroneously seeks a new report of existing or planned disclosures based on that premise.

For all these reasons, the Board recommends voting AGAINST this proposal.

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Shareholder Proposal on Independent Board Chairman
(Item 47 on Proxy Card)

Mr. Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, New York 11021, has informed Abbott that he intends to present the following proposal at the Annual Meeting and that he owns no fewerless than 500 Abbott common shares.

PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL


Proposal 4—7—Independent Board Chairman

ShareholdersThe shareholders request ourthe Board of Directors to adopt as policy, and amend our governing documentsthe bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phaseThis policy could be phased in this policy for the next CEO transition, implemented so it does not violate any existing agreement.transition.

If the Board determines that a Chair ,whowho was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is temporarily waived if in the unlikely event no independent director is available and willing to serve as Chairman. Chair.

This proposal requests that alltopic won 52% support at Boeing and 54% support at Baxter International in 2020. Support for this proposal topic jumped from 34% to 52% in one-year at Boeing.

Support for this proposal topic received 17% higher support at U.S. companies in 2020. Since management performance setbacks often result in higher support for this proposal topic, the necessary stepsmere submission of this proposal may be takenan incentive for our Chairman of the Board to accomplishperform better leading up to the above.2021 annual meeting.

Caterpillar

    The role of the CEO and management is to run the company.

    The role of the Board of Directors is to provide independent oversight of management and the CEO.

    There is a potential conflict of interest for a CEO to have the oversight role of Chairman.

Shareholders are best served by an exampleindependent Board Chair who can provide a balance of power between the CEO and the Board. The primary duty of a Board of Directors is to oversee the management of a company recently changing courseon behalf of shareholders. A CEO serving as chair can result in excessive management influence on the Board and naming anweaker oversight of management. We urge the Board to take the opportunity to appoint a new independent board chairman. Caterpillar had strongly opposed a shareholder proposal forBoard Chair.

It is also important to have an independent board chairman to be the shareholder watchdog and help make up for the 2020 silencing of shareholders at shareholder meetings with the widespread substitution of online shareholder meetings using the pandemic as recently as its 2016 annual meeting. Wells Fargo also changed coursean easy steppingstone. Online meetings, which are a shareholder engagement and named an independent board chairman in 2016.shareholder outreach wasteland, are so easy for management that management will never want to return to in-person shareholder meetings.

It was reported in 2015 that 53%With tightly controlled online shareholder meetings everything is optional. For instance management reporting on the status of the Standard & Poors 1,500 firms separate these 2 positions. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73% support at Netflix.

Atcompany is optional. Also answers to questions are optional even if management misleadingly asks for questions. And it was easy for Abbott Laboratories this proposals topic climbed from 30%-supportto cover up that Ms. Nancy McKinstry received 21% in 2015 to 37%-support in 2017. This 37%-support would have been higher (possibility 42%) if small shareholders had the same access to corporate governance information as large shareholders.

Meanwhile our Chairman /CEO received the highest negative votes of any director. This was 10-timesat the negative votes received by Daniel Starks who is relatively new to our board. The management response to the 2017 proposal on this topic did not say that our Lead Director was important enough to call a special shareholder2020 online Abbott meeting.

InFor instance Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its response2020 online shareholder meeting to this proposal our company could possibly name one step it has taken in 2017 to advance management accountability to shareholders.bar constructive criticism.

Please see:
Goodyear's virtual meeting creates issues with shareholder
https://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates-issues-shareholder

Please vote to enhance CEO accountability to shareholders:yes:
Independent Board Chairman—Proposal 47

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Board of Directors' Statement in Opposition to the
Shareholder Proposal on Independent Board Chairman

(Item 4(Item 7 on Proxy Card)

The Board of Directors recommends that shareholdersyou voteAGAINST thisthe proposal.

As stated in Abbott's governance guidelines, "[t]he board of directors believes that it is important to retain the flexibility to allocate the responsibilities of the offices of chairman of the board and chief executive officer in any manner that it determines to be in the best interests of Abbott."1 The need for that flexibility has never been more apparent than this past year, when Abbott has received this shareholder proposal seven times since 2005 (many of which were submitted by this very shareholder). And seven times, Abbott's shareholders have rejected it. Each time this proposal returns,transitioned to a new CEO. The Board's current guidelines provided the Board remindswith the flexibility necessary to adopt the leadership structure in the best interests of Abbott and its shareholders why they have rejectedduring this cookie-cutter proposal so many times already: (a) there is no proved improvement to governance or performance in separating the CEO role from the chairman role; (b) Abbott's existing governance structure ensures appropriate oversight of management; and (c)transition.

Indeed, every year, the Board is entrusted to act in shareholders' best interests already, and as such should be free to exercise its judgment to select the best person for the chairman role. Last year, the majority of Abbott's shareholders overwhelmingly rejected the proposal again. Given the considerable success Abbott has had withreviews its leadership structure to date, Abbott recommends that shareholders vote AGAINST this proposal for an eighth time.

When it comes to corporate governance, no single leadership structure isensure the appropriate for every company. Empirical studies have found that mandating a board chairman separate from the company CEO does not guarantee any better operating performance or improved corporate governance.(1) This is why, for the last two years, not a single proposal advocating this change has garnered enough shareholder support to passat any company. In fact, more large-cap companiescombined the chairmanlevel of oversight, independence, and CEO roles in 2017 than in the previous year.

Rather than preclude certain candidates from the chairmanship, Abbott ensures oversight of its management through other means—means the Board believes are more suitable to Abbott. For instance,every Abbott Board member (other than the Chairman) satisfies the New York Stock Exchange's criteria for being independent. This year, Abbott added two new independent directors. This full Board of independent directors evaluates the CEO's performance annually and regularly reviews leadership structure. And these independent directors sit on all key committees that oversee the integrity of Abbott's financial statements, executive compensation, and the nomination of new directors, among other functions. Further still, Abbott also has a lead independent director who can preside over meetings of the independent directors and meet with the Chairman to discuss any matter arising from these meetings. This lead director can also call additional meetings of the independent directors (which is, Abbott's entire Board minus the Chairman) as deemed necessary and perform any other function as the Board may direct.

This structure provides Abbott's Board with appropriate and desired flexibility. The Board is not unnecessarily precluded from considering certain candidates from serving as Chairman. Rather, after considering all the relevant factors, the candidate's experience, and the Board's own strategic vision for the company, the Board selects who is best suited to serve as Chairman. And when the time comes for Abbott to transition to new leadership, the Board is not arbitrarily prohibited from considering any of its options to lead Abbott's Board—be it the outgoing CEO, the new CEO, or an independent director.

Contrary to the suggestion in the shareholder's proposal, the Board believes that Abbott's existing leadership structure has served shareholders well. Under the current joint CEO and Chairman structure, Abbott has continuously transformed through several strategic actions. In just the past year, Abbott acquired St. Jude Medical, Inc., and Alere Inc., creating a medical devices and diagnostics leader, positioning the company for continued profitable growth. Abbott continues to develop one of the leading pipelines of innovative and promising new healthcare products. All of this activity has inured to the benefit of Abbott's shareholders. In fact, in just 2017, Abbott's one-year total shareholder return was 52%, which was 30.2 percentage points above the Standard & Poor's 500 Index. If a shareholder had invested in Abbott in 1999, and held those shares until about the end of January, that shareholder would have enjoyed an approximate gain of 299%.

responsibility. The Board continues to believe that providingflexibility coupled with a strong Lead Independent Director is best for Abbott and its shareholders. Abbott's Lead Independent Director is selected from among the ranks of independent directors. In that role, the Lead Independent Director consults directly with major shareholders on Abbott business. The Lead Independent Director oversees the Board evaluation process. The Lead Independent Director is empowered to call meetings of the independent directors, if necessary. And the Lead Independent Director can review and approve agenda items, the Board's schedule, and, where appropriate, information provided to other Board members.

Not only would the shareholder's proposal handcuff the Board when deciding on the best leadership structure for the Company, it misleadingly suggests there is a trend among S&P 500 companies to do so. The shareholder's proposal confuses the existence of a separate and independent board chair among S&P 500 companies with the ability to chooseadoption of a policy mandating, in all circumstances, the appropriate candidateseparation and independence of a company's board chair. A number of companies do have separate and independent board chairs, but the actual number of S&P 500 companies that have adopted an inflexible policy mandating the chair and CEO be separate, no matter the situation, is miniscule.2 The sort of rigidity this proposal calls for Chairman and/does not serve every company. It does not even serve most S&P 500 companies. And it does not serve Abbott's interests or CEO servesits shareholders, as demonstrated with this recent leadership transition.

This is the interest of shareholders.fifth time this shareholder has submitted this same proposal. Abbott shareholders have consistently voted against this proposal by significant margin, and should do so again here.

The Board of Directors recommends that you vote AGAINST the proposal.


(1)1
According to the National Associationhttps://www.abbott.com/investors/governance/governance-guidelines.html.

2
See Spencer Stuart U.S. Board Index, pg. 20 (2015) (finding that only 4% of Corporate Directors, "no research support[s] the argument that the separation of roles alone creates more effective governance." National Association of Corporate Directors, "Report of the NACD Blue Ribbon Commission on Board Leadership" (2012). Other recent studies likewise find "no statistical relationship between the independence status of the chairmanS&P 500 companies adopt a policy mandating separate and operating performance." David F. Larcker & Brian Tayan, "Seven Myths of Boards of Directors," Stanford Closer Look Series, at p. 1 (Sept. 30, 2015), https://www.gsb.stanford.edu/sites/gsb/files/publication-pdf/cgri-closer-look-51-seven-myths-board-directors.pdf.independent board chairs and CEOs).

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APPROVAL PROCESS FOR RELATED PERSON TRANSACTIONS

It is Abbott's policy that the Nominations and Governance Committee review, approve, or ratify any transaction in which Abbott participates and in which any related person has a direct or indirect material interest if such transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. Related person transactions requiring review by the Nominations and Governance Committee pursuant to this policy are identified in:

    questionnairesQuestionnaires annually distributed to Abbott's directors and officers;officers,

    certificationsCertifications submitted annually by Abbott officers related to their compliance with Abbott's Code of Business Conduct;Conduct, or

    communicationsCommunications made directly by the related person to the Chief Financial Officer or General Counsel.

In determining whether to approve or ratify a related person transaction, the Nominations and Governance Committee will consider the following items, among others:

    theThe related person's relationship to Abbott and interest in the transaction;transaction,

    theThe material facts of the transaction, including the aggregate value of such transaction or, in the case of indebtedness, the amount of principal involved;involved,

    theThe benefits to Abbott of the transaction;transaction,

    ifIf applicable, the availability of other sources of comparable products or services;services,

    anAn assessment of whether the transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally;generally,

    whetherWhether a transaction has the potential to impair director independence;independence, and

    whetherWhether the transaction constitutes a conflict of interest.

This process is included in the Nominations and Governance Committee's written charter, which is available in the corporate governance section of Abbott's investor relations website (www.abbottinvestor.com). The spouse of one of our former executive officers, Jaime Contreras, iswas employed by Abbott. During 2017,2020, her total compensation exceeded the foregoing threshold.

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ADDITIONAL INFORMATION

INFORMATION CONCERNING SECURITY OWNERSHIP

The table below reports the number of common shares beneficially owned as of December 31, 20172020 by BlackRock, Inc. and The Vanguard Group (directly or through their subsidiaries), the only persons known to Abbott to beneficially own beneficially more than 5% of Abbott's outstanding common shares.

  Name and Address of Beneficial Owner

Shares
Beneficially
Owned



Percent of
Class


  Name and Address of Beneficial Owner

Shares
Beneficially
Owned



Percent of
Class


 BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055
 110,201,384 6.3%   BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055
 133,426,810 7.5%  
 The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355


 
133,768,355 7.68%   The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355


 
147,272,920 8.3% 
(1)
The information shown was provided by BlackRock, Inc. in a Schedule 13G/A it filed with the Securities and Exchange Commission on January 29, 2018, indicating its beneficial ownership as of December 31, 2017 of 110,201,384 common shares.2021. BlackRock reported that it has sole voting power over 95,762,245117,661,786 of these shares and sole dispositive power over all of these shares.

(2)
The information shown was provided by The Vanguard Group in a Schedule 13G/A it filed with the Securities and Exchange Commission on February 8, 2018, indicating its beneficial ownership as of December 31, 2017 of 133,768,355 common shares.10, 2021. Vanguard reported that it has soleshared voting power over 2,425,3942,954,299 of these shares, sole dispositive power over 139,509,311 of these shares, and soleshared dispositive power over 130,996,2727,763,609 of these shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

One report for Edward M. Liddy, reporting a purchase of shares, was filed late due to an administrative error by Mr. Liddy's financial advisor.

OTHER MATTERS

In accordance with Abbott's articles of incorporation, Abbott has advanced defense costs on behalf of a former officer in connection with the 2009 AMO acquisition transaction.

DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE 20192022 ANNUAL MEETING PROXY STATEMENT

Shareholder proposals for presentation at the 20192022 Annual Meeting must be received by Abbott no later than November 16, 201812, 2021 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 20192022 meeting.

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PROCEDURE FOR RECOMMENDATION AND NOMINATION OF DIRECTORS AND TRANSACTION OF BUSINESS AT ANNUAL MEETING

Proxy Access:    A shareholder, or a group of up to 20 shareholders, owning continuously for at least three years Abbott common shares representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and have included in Abbott's proxy materials director nominees constituting up to 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements in Abbott's By-Laws.

Nominating shareholders are permitted to include in Abbott's proxy statement a 500-word statement in support of their nominee(s). Abbott may omit any information or statement that it, in good faith, believes is materially false or misleading, omits to state a material fact, or would violate any applicable law or regulation.

Other Nominations of Directors or Proposals to Transact Business:    A shareholder may also recommend persons as potential nominees for director by submitting the names of such persons in writing to the ChairmanChair of the Nominations and Governance Committee or the Secretary of Abbott. Recommendations should be accompanied by a statement of qualifications and confirmation of the person's willingness to serve. A nominee who is recommended by a shareholder following these procedures will receive the same consideration as other comparably qualified nominees.

A shareholder entitled to vote for the election of directors at an Annual Meeting and who is a shareholder of record on:

    the record date for that Annual Meeting,

    the date the shareholder provides timely notice to Abbott, and

    the date of the Annual Meeting

may directly 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 Abbott.

Other Nominations of Directors or Proposals to Transact Business:Notice Requirements:    The notice submitted by a shareholder must include certain information required by Article II of Abbott's By-Laws, including information about the shareholder, any beneficial owner on whose behalf the nomination or proposal is being made, their respective affiliates or associates or others acting in concert with them, and any proposed director nominee.

For each matter the shareholder proposes to bring before the Annual Meeting, the notice must also include a brief description of the business to be discussed, the reasons for conducting such business at the Annual Meeting, any material interest of the shareholder in such business and certain other information specified in the By-Laws. In addition, in the case of a director nomination, including through proxy access, the notice must include a completed and signed questionnaire, representation and agreement of the nominee addressing matters specified in the By-Laws.

To be timely, written notice either to directly nominate persons for director, including through proxy access, or to bring business properly before the Annual Meeting must be received at Abbott's principal executive offices not less than ninety days and not more than one hundred twenty days prior to the anniversary date of the preceding Annual Meeting. If the Annual Meeting is called for a date that is not within twenty-five days before or after such anniversary date, notice by the shareholder must be received not later than the close of business on the tenth day following the day on which such notice of the date of the Annual Meeting was mailed or made public in a press release or in a filing with the Securities and Exchange Commission, whichever occurs first. To be timely for the 20192022 Annual Meeting, this written notice must be received by Abbott no later than January 25, 2019.23, 2022.

In addition, the notice must be updated and supplemented, if necessary, so that the information provided or required to be provided is true and correct as of the record date for the Annual Meeting and as of the date that is ten business days prior to the meeting. Any such update or supplement must be delivered to the Secretary of Abbott at Abbott's principal executive offices not more than five business days after the record date for the Annual Meeting, and not less than eight business days before the date of the Annual Meeting in the case of any update or supplement required to be made as of ten business days prior to the Annual Meeting.

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GENERAL

It is important that proxies be returned promptly. Shareholders are urged, regardless of the number of shares owned, to vote their shares. Most of Abbott's shareholders may vote their shares by telephone or using the Internet. Shareholders who wish to vote by mail should sign and return their proxy card in the enclosed business reply envelope. Shareholders who vote by telephone or using the Internet do not need to return their proxy card.

The Annual Meeting will be held at Abbott's headquarters, 100 Abbott Park Road, located at the intersection of Route 137 and Waukegan Road, Lake County, Illinois. AdmissionIn light of restrictions and guidelines on group gatherings issued by government and public health officials regarding the ongoing coronavirus pandemic, and to support the meeting will be by admission card only. Ahealth and safety of Abbott's shareholders, employees, and communities, any shareholder planningwho wishes to attend the meeting should promptly completeAnnual Meeting may only attend virtually. Shareholders will not be able to attend the Annual Meeting in person. Please see pages 12 to 13 for information on how to virtually attend and returnparticipate in the reservation form. Reservation forms must be received before April 20, 2018. An admission card admits only one person. A shareholder may request two admission cards, but a guest must be accompanied by a shareholder.Annual Meeting.

By order of the Board of Directors.

HUBERT L. ALLEN
Secretary

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EXHIBIT A

DIRECTOR INDEPENDENCE STANDARD

No director qualifies as "independent" unless the board affirmatively determines that the director has no material relationship with Abbott or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Abbott or any of its subsidiaries). In making this determination, the board shall consider all relevant facts and circumstances, including the following standards:

    A director is not independent if the director is, or has been within the last three years, an employee of Abbott or its subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of Abbott or its subsidiaries.

    A director is not independent if the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Abbott or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than amounts received by an immediate family member for service as an employee (other than an executive officer).

    A director is not independent if (A) the director or an immediate family member is a current partner of a firm that is Abbott's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on Abbott's or its subsidiaries' audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on Abbott's or its subsidiaries' audit within that time.

    A director is not independent if the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the present executive officers of Abbott or its subsidiaries at the same time serves or served on that company's compensation committee.

    A director is not independent if the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Abbott or its subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

    A director is not independent if the director is an executive officer of a charitable organization that received charitable contributions (other than matching contributions) from Abbott and its subsidiaries in the preceding fiscal year that are in excess of the greater of $1 million or 2% of such charitable organization's consolidated gross revenues.

Abbott LaboratoriesGRAPHIC       Exhibit A-1


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ANNEX IEXHIBIT B

NON-GAAP RECONCILIATIONPROPOSED AMENDMENTS TO ARTICLES OF FINANCIAL INFORMATIONINCORPORATION

A B B O T T
L A B O R A T O R I E S

AMENDED AND RESTATED ARTICLES OF INCORPORATION

RESTATED ARTICLE R-I

The name of the corporation is: Abbott uses various non-GAAP financial measures to adjust for specified items that are unusual or unpredictable, such as cost reduction initiatives, restructuring programs, integration activities and other business acquisition-related costs,Laboratories.

The corporation was incorporated March 6, 1900 under the estimated 2017 impact of U.S. tax reform,name: The Abbott Alkaloidal Company.

Subsequent corporate names and the recognitiondates of a gain and deferred taxes associated with the sale of the Medical Optics business. These non-GAAP financial measures also exclude intangible amortization expense to provide greater visibility on the results of operations excluding these costs, similar to how Abbott's management internally assesses performance.

Abbott's management believes the presentation of these non-GAAP financial measures provides useful information to investors regarding Abbott's results of operations as these non-GAAP financial measures allow investors to better evaluate ongoing business performance. Abbott's management also uses these non-GAAP financial measures internally to monitor performance. Abbott, however, cautions investors to consider these non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

The reconciliation of Adjusted EBITDA to Earnings from Continuing Operations is as follows:their adoption are:

 

(in millions)



2017


2016


% Change

 

Earnings from Continuing Operations

 $353 $1,063  –67% 

 

Less Tax Expense on Earnings from Continuing Operations

 1,878 350  

 

Earnings from Continuing Operations before taxes

  2,231  1,413     

 

Specified Items Including Intangible Amortization

 3,038 2,617  

 

Interest Expense

  879  186     

 

Depreciation

 1,046 803  

 

Adjusted EBITDA

 $7,194 $5,019  43% 
NameDate Adopted
Abbott LaboratoriesMay 29, 1915


Abbott Laboratories and Subsidiaries
Details of Specified Items
Year Ended December 31, 2017
(in millions, except per share data)
(unaudited)RESTATED ARTICLE R-II (Amended)

 

 


Acquisition or
Divestiture-
related(a)







Restructuring
and Cost
Reduction
Initiatives(b)






Intangible
Amortization



Other(c)



Total
Specifieds


 

Gross Margin

 $983 $195 $1,975 $ $3,153  

 

R&D

 (72) (105)  (59) (236) 

 

SG&A

  (812)  (50)    1  (861)  

 

Interest expense, net

 (24)    (24) 

 

Other (income) expense, net

  1,285  (34)    (15)  1,236  

 

Earnings from Continuing Operations before taxes

 $606 $384 $1,975 $73 3,038 

The address of its registered office in the State of Illinois on the date ofadoption offiling thisAmendmentAmended andRestatement ofRestated Articles of Incorporationwas: 14th Street and Sheridan Road, Northis: C T Corporation System, 208 South LaSalle Street, Suite 814, Chicago, Illinois,60604, County ofLakeCook, and the name of its Registered Agent at said addresswas: Laurence R. Leeis: C T Corporation.


RESTATED ARTICLE R-III

The duration of the corporation is: Perpetual.


RESTATED ARTICLE R-IV

The purpose or purposes for which the corporation is organized are:

    (a)(1)
    Acquisition-related expenses include bankers' feesTo manufacture, purchase or otherwise acquire, own, sell, mortgage, pledge, assign, convey, transfer, or otherwise dispose of, to invest, trade, deal in and costs for legal, accounting, tax,deal with all kinds of medicines, medicinal preparations and supplies; chemical products, pharmaceutical products, drugs, druggists' sundries, surgical instruments, dressings and supplies, dental instruments, dressings and supplies, dentifrices, preparations used by dentists, and in dentistry and oral surgery; hospital preparations and supplies; medicines, preparations and instruments used in the cure and care of animals; perfumes and perfumery, toilet preparations, and other services related to business acquisitions, integration costs which represent incremental costs directly related to integratingarticles generally dealt in the acquired businessesretail drug trade; instruments, supplies and include expenditurespreparations used for consulting, retention, severance, and the integration of systems, processes and business activities, fair value adjustments to contingent consideration related to a business acquisition, and inventory step-up amortization. The specified items in interest expense include amortization expense associated with acquisition-related bridge facility fees. Divestiture-related expenses include incremental costs to separate the divested businesses as well as bankers' fees and costs for legal, accounting, tax,medicinal, sanitary and other services relatedhealth purposes; and in general all instruments, preparations and supplies that appertain to the divestitures. Divestiture-related items also include any gainspharmacy, pharmacology, medicines, drugs, sanitation and health.

    (2)
    To own and operate laboratories for experimentation and research in the period relatedfields of chemistry, pharmacology, biology and physics, or such other fields as the corporation may engage in under its charter.

    (3)
    To manufacture, purchase, or in any manner acquire, own, mortgage, pledge, sell, assign, convey, transfer, or otherwise dispose of, to invest, trade, deal in and deal with, goods, wares and merchandise, and personal property of every class and description wherever situated or located.

    (4)
    To develop, apply for, purchase, lease, acquire, hold, use, take or grant licenses in respect of, mortgage, pledge, lease, sell, assign or otherwise dispose of, letters patent of the saleUnited States or any foreign country, patent rights, licenses, privileges, inventions, devices, improvements, and processes, formulas, copyrights, trade marks and trade names.

    (5)
    To purchase or otherwise acquire the whole or any part of Mylan N.V. ordinary shares.the property, assets, business, good will and rights and to undertake or assume the whole or any part of the bonds, mortgages, franchises, leases, contracts, indebtedness, liabilities and obligations of any person, firm, association, corporation or

Annex I-1      Abbott LaboratoriesExhibit B-1      GRAPHIC


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      organization, and to pay for the same or any part or combination thereof in cash, shares of the capital stock, bonds, debentures, debenture stock, notes, or other obligations of the corporation or otherwise, or by undertaking and assuming the whole or any part of the liabilities or obligations of the transferor; and to hold or in any manner dispose of the whole or any part of the property and assets so acquired, and to conduct in any lawful manner the whole or any part of the business so acquired and to exercise all the powers necessary or convenient in and about the conduct, management and carrying on of such business.

    (b)(6)
    RestructuringTo purchase, subscribe for, acquire, own, hold, sell, exchange, assign, transfer, mortgage, pledge or otherwise dispose of shares of voting trust certificates for shares of the capital stock, or any bonds, notes, securities or evidence of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state or district or country, nation or government to issue in exchange therefor shares of the capital stock, bonds, notes or other obligations of the corporation and cost reduction initiative expenses include severance, outplacement, inventory write-downs, asset impairments, accelerated depreciation,while the owners thereof to exercise all the rights, powers and other direct costs associated with specific restructuring plans and cost reduction initiatives. Restructuring and cost reduction plans consistprivileges of distinct initiatives to streamline operationsownership including the consolidationright to vote on any shares of stock or voting trust certificates so owned; to promote, lend money to any corporation or association of which any bonds, stocks, voting trust certificates, or other securities or evidences of indebtedness shall be held by or for this corporation, or in which or in the welfare of which, this corporation shall have any interest, and rationalizationto do any acts and things permitted by law and designed to protect, preserve, improve or enhance the value of any such bonds, stocks or other securities or evidences of indebtedness or the property of this corporation.

    (7)
    In general, to carry on any other lawful business activitieswhatsoever in connection with the foregoing or which is calculated directly or indirectly to promote the interest of the corporation or to enhance the value of its properties and facilities, workforce reductions,to have and exercise all the transferrights, powers and privileges, which are now or may hereafter be conferred by the laws of product lines between manufacturing facilities,Illinois, to execute, from time to time, general or special powers of attorney to persons, firms, associations or corporations either in the United States or in any other country, state or locality, and to revoke same as and when the transferBoard of other business activities between sites. Any gains relatedDirectors may determine; and so far as law will permit, to do any or all of the things hereinbefore set forth to the divestiture of a facilitysame extent as natural persons might or could do, and in any part of a restructuring program are also includedthe world, either as principal, agent, contractor, or otherwise, or through corporations of which it may own the stock or securities, or any part thereof, or otherwise, and either alone or in this category.company with others.

    (c)(8)
    Other expense primarily relates to impairmentsTo have all other powers possessed by corporations organized or operating under the general corporation law of a financial instrument and an R&D asset as well as the acquisitionState of an R&D asset.Illinois.


Abbott LaboratoriesRESTATED ARTICLE R-V

The aggregate number of shares which the Corporation is authorized to issue is 2,401,000,000 divided into two classes. The designation of each class, the number of shares of each class, and Subsidiaries
Detailsthe par value, if any, of Specified Items
Year Ended December 31, 2016
(in millions, except per share data)
(unaudited)
the shares of each class, or a statement that the shares of any class are without par value, are as follows:

 

 


Acquisition or
Divestiture-
related(a)







Restructuring
and Cost
Reduction
Initiatives(b)







Mylan Equity
Investment
Adjustment(c)





Venezuela
Devaluation(d)




Intangible
Amortization



Other(e)



Total
Specifieds


 

Gross Margin

 $24 $72 $ $15 $550 $ $661  

 

R&D

 (9) (6)    (62) (77) 

 

SG&A

  (133)  (89)    (10)    (17)  (249)  

 

Interest expense, net

 (240)      (240) 

 

Net foreign exchange (gain) loss

        (480)      (480)  

 

Other (income) expense, net

 38  (947) (1)   (910) 

 

Earnings from Continuing Operations before taxes

 $368 $167 $947 $506 $550 $79  2,617  
ClassSeries
(if any)
Number of SharesPar Value per Share or
Statement that Shares
are Without Par Value

Preferred Shares

Issuable in series1,000,000$1 per share

Common Shares

None2,400,000,000Without par value
(a)
Acquisition-related expenses include bankers' fees and costs for legal, accounting, tax, and other services related to business acquisitions, integration costs which represent incremental costs directly related to integrating the acquired businesses and include expenditures for consulting, retention, severance,

The preferences, qualifications, limitations, restrictions and the integrationspecial or relative rights in respect of systems, processesthe shares of each class are:


SECTION A
The Preferred Shares

1.
The Preferred Shares may be issued in one or more series and business activities, fair value adjustmentswith such designation for each such series sufficient to contingent consideration relateddistinguish the shares thereof from the shares of all other series and classes, as shall be stated and expressed in the resolution or resolutions providing for the issue of each such series adopted by the Board of Directors. The Board of Directors in any such resolution or resolutions is hereby expressly authorized to a business acquisition, inventory step-up amortization,divide the Preferred Shares into series and gains on a previously held investment forto fix and determine the relative rights and preferences of the shares of any series so established as to:

(i)
The rate per annum at which the company acquired a controlling interest. The specified items in interest expense include amortization expense associated with acquisition-related bridge facility fees and net interest expense associated with the debt issued in November 2016 in advanceholders of shares shall be entitled to fund the cash portion of the acquisition of St. Jude Medical in January 2017. Divestiture-related expenses include incremental costs to separate the divested businesses as well as bankers' fees and costs for legal, accounting, tax, and other services related to the divestitures.

(b)
Restructuring and cost reduction initiative expenses include severance, outplacement, inventory write-downs, asset impairments, accelerated depreciation, and other direct costs associated with specific restructuring plans and cost reduction initiatives. Restructuring and cost reduction plans consist of distinct initiatives to streamline operations including the consolidation and rationalization of business activities and facilities, workforce reductions, the transfer of product lines between manufacturing facilities, and the transfer of other business activities between sites. Any gains related to the divestiture of a facility as part of a restructuring program are also included in this category.

(c)
Mylan equity investment adjustment expense reflects the adjustment of Abbott's holding of Mylan N.V. ordinary shares due to a decline in the fair value of the securities which was considered by Abbott to be other than temporary.

(d)
Venezuela devaluation expenses include the foreign exchange loss of $480 million related to the revaluation of Abbott's net monetary assets in Venezuela using the Dicom exchange rate as well as inventory and other asset impairments in Venezuela related to the move to the Dicom exchange rate. The Dicom rate is the Venezuelan government's official floating exchange rate.

(e)
Other expense relates to other unusual significant costs such as a significant litigation settlement and the impairment of an R&D asset.receive dividends.

Abbott Laboratories      Annex I-2GRAPHIC       Exhibit B-2


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    (ii)
    The price at and the terms and conditions on which shares may be redeemed.

    (iii)
    The amount payable upon shares in event of involuntary liquidation.

    (iv)
    The amount payable upon shares in event of voluntary liquidation.

    (v)
    The sinking fund provisions, if any, for the redemption or purchase of shares.

    (vi)
    The terms and conditions on which shares may be converted, if the shares are issued with the privilege of conversion.

The Board of Directors may increase the number of shares designated for any existing series by a resolution adding to such series authorized and unissued Preferred Shares not designated for any other series.

2.
All preferred Shares of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times as provided in paragraph 3 of this Section A, may differ as to the dates from which dividends thereon shall be cumulative.

3.
Before any dividends on the Common Shares or on any other class or classes of shares of the Corporation, ranking junior to the Preferred Shares with respect to payment of dividends, shall be paid or declared or set apart for payment, the holders of Preferred Shares shall be entitled to receive when and as declared by the Board of Directors, cumulative cash dividends, out of any funds legally available for the declaration of dividends and in the case of each series at the rate per annum, and no more, for the particular series fixed in the resolution or resolutions providing for the issue of such series of Preferred Shares, adopted by the Board of Directors, payable quarterly on such dates, in each year, as may be fixed in such resolution or resolutions. With respect to each series of the Preferred Shares, such dividends shall be cumulative from the respective dates of issue thereof. No dividends shall be paid on any series of the Preferred Shares in respect of any dividend period unless all cumulative dividends accrued prior to said dividend period with respect to all Preferred Shares of each other series shall have been paid or declared and set aside for payment.

4.
The holders of Preferred Shares shall be entitled to vote as a class and otherwise as provided by law.

5.
Preferred shares which have been redeemed or shall have been purchased, converted or otherwise acquired by the Corporation may thereafter be reissued under such terms and conditions, not inconsistent with the provisions of this Section A, as the Board of Directors may thereafter determine.

6.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and before any distribution of the assets of the Corporation shall be made to or set apart for the holders of the Common Shares or of any other class of shares of the Corporation ranking junior to the Preferred Shares with respect to payment of dividends or upon dissolution, liquidation or winding up of the Corporation, the holders of the shares of each series of the Preferred Shares then outstanding shall be entitled to receive payment of such amount, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series; but such holders upon receipt of such payment shall be entitled to no further payment.

7.
In case of any liquidation, dissolution or winding up of the Corporation, if the amounts payable with respect to all series of Preferred Shares then outstanding are not paid in full, the shares of all series of the Preferred Shares shall share proportionately in accordance with the respective amounts which would be payable on said shares if all amounts payable were paid in full.

8.
A consolidation or merger of the Corporation with or into one or more corporations shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section A.


SECTION B
The Common Shares

1.
Subject to the limitations set forth in Section A of this Restated Article R-V, the holders of Common Shares shall be entitled to dividends if, when and as the same shall be declared by the Board of Directors out of funds of the Corporation legally available thereof.

2.
The holders of Common Shares shall be entitled to vote as provided by law.

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SECTION C
The Preferred and Common Shares

No holder of shares of any class of the Corporation shall be entitled as of right to subscribe to or purchase any additional or increased shares of any class (whether now or hereafter authorized), or obligations convertible into any class or classes of shares (whether now or hereafter authorized), or shares of any class convertible into shares of any other class or classes (whether now or hereafter authorized), or obligations, shares or other securities carrying warrants or rights to subscribe to shares of the Corporation of any class or classes (whether now or hereafter authorized), but any and all shares, bonds, debentures or other securities or obligations, whether or not convertible into shares or carrying warrants entitling the holders thereof to subscribe to shares, may be issued, sold or disposed of from time to time by the board of Directors to such persons, firms or corporations and for such consideration (so far as may be permitted by law, by the Articles of Incorporation of the Corporation, and by the terms of any resolution creating any series of Preferred Shares) as the Board of Directors shall from time to time in its absolute discretion determine. Among other things the Board of Directors shall have the right at any time and from time to time to offer, sell and issue shares of any class of the Corporation, or obligations, shares or other securities carrying warrants or rights to subscribe to shares of the Corporation of any class or classes, to employees of the Corporation and to employees of subsidiaries of the Corporation without first offering the same to itsshare holdersshareholders, for such prices or considerations, and upon such terms and conditions as the Board of Directors shall from time to time determine, and upon any such issuance and sale, or plan or proposal to issue and sell, the Board of Directors may classify employees as in its discretion it may deem advisable, and may differentiate between classes, and exclude any class from participation. The fact that an employee may be a director or an officer of the Corporation, or any of its subsidiaries, shall not disqualify him from participation as an employee in any such issuance or sale to employees.


RESTATED ARTICLE R-VI

1.
A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the Illinois Business Corporation Act, or (iv) for any transaction from which the director derived an improper personal benefit; provided that the foregoing provision shall not eliminate or limit the liability of a director for any act or omission occurring before the date this provision became effective.

2.
Any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall, in the case of persons who are or were directors or officers of the corporation, and may, as to such other persons, be indemnified (and the corporation shall, in the case of persons who are or were directors or officers of the corporation, and may, as to such other persons, advance expenses incurred in defending such actions, suits or proceedings) to the fullest extent now or hereafter permitted by law.

3.
The foregoing right of indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

GRAPHIC       Exhibit B-4


Table of Contents


RESTATED ARTICLE R-VII (Amended)

1.    The class and number of shares issued on the date ofadoption offiling thisRestatement of theAmended and Restated Articles of Incorporation and thestatedamount of paid-in capitaland paid-in surplus as of such datewereare:1

ClassSeries
(If Any)
Number of
Shares
Par ValueStatedPaid-in Capital
with Respect Thereto

Common

None4,388,318[·]$5Without par value$41,889,395.75[·]

Paid-in SurplusPreferred

None Designated0$1$None0

TotalStatedPaid-in Capitaland Paid-in Surplus

$41,889,395.75[·]

2.    The class and number of shares and the stated capital and paid-in surplus set forth in paragraph 1 above are changed by this Amendment and Restatement as follows:

    Effective as of the close of business on the date of filing this Amendment and Restatement with the Secretary of State of Illinois each of the presently issued Common Shares of $5 par value is hereby changed into three Common Shares without par value authorized by this amendment to and restatement of Articles of Incorporation. The amendment does not affect stated capital or paid-in surplus.


RESTATED ARTICLE R-VIII (Amended)

The foregoing Restated Articles R-I to R-VII are an amendment constituting a restatement of the Articles of Incorporation of Abbott Laboratories, effective as of the date of issuance of the Certificate of Amendment of Articles of Incorporation by the Secretary of State, and shall from that time supersede and stand in lieu of the Corporation's pre-existing Articles of Incorporation.[Intentionally omitted.]


ARTICLE R-IX

A majority of the directors then in office may fill one or more vacancies occurring in the board of directors arising between meetings of shareholders by reason of an increase in the number of directors or otherwise and any director so elected shall serve until the next annual meeting of shareholders, provided that at no time may the number of directors selected to fill vacancies in this manner during any interim period between meetings of shareholders exceed 331/3 percent of the total membership of the board of directors.


RESTATED ARTICLE R-X (Amended)

Any proposed amendment to this Amended and Restated Articles of Incorporation subject to a vote of the shareholders pursuant to Section 10.20(c) of the Illinois Business Corporation Act ("IBCA") (or any successor thereto) shall be adopted by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the votes of the outstanding shares entitled to vote on such proposed amendment (unless any class or series of shares of the Corporation is entitled to vote as a class on such proposed amendment, in which event such proposed amendment shall be adopted by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the outstanding shares of each such class or series ofshares entitled to vote as a class on such proposed amendment and of the total outstanding shares entitled to vote on such proposed amendment). The vote requirement for shareholder approval set forth in this Restated Article R-X supersedes the two-thirds vote requirement set forth in Section 10.20(c) of the IBCA.


1
Amounts to be inserted on the date of filing Articles of Amendment with the Secretary of State of the State of Illinois.

Exhibit B-5      GRAPHIC


Table of Contents


RESTATED ARTICLE R-XI (Amended)

(i)Any proposed plan of merger, consolidation or exchange subject to approval by the shareholders pursuant to Section 11.20(a) of the IBCA (or any successor thereto);

(ii)


any sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of the Corporation, if not made in the usual and regular course of its business, subject to approval by the shareholders pursuant to Section 11.60(c) of the IBCA (or any successor thereto); and

(iii)


any voluntary dissolution of the Corporation subject to approval by the shareholders pursuant to Section 12.15(c) of the IBCA (or any successor thereto);

in each case, shall be approved by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the votes of the outstanding shares of the Corporation entitled to vote on the applicable matter (unless any class or series of shares of the Corporation is entitled to vote as a class on such matter, in which event such matter shall be approved by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the outstanding shares of each such class or series of shares entitled to vote as a class on such matter and of the total outstanding shares entitled to vote on such matter). The vote requirement for shareholder approval set forth in this Restated Article R-XI supersedes the two-thirds vote requirement set forth in each of the sections of the IBCA referenced above in this Restated Article R-XI.

GRAPHIC       Exhibit B-6


Table of Contents

Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400 U.S.A.

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT

MEETING DATE
APRIL 27, 2018
23, 2021
9:00 A.M. CENTRAL TIME

       
​  
  
YOUR VOTE IS IMPORTANT
Please sign and promptly return your proxy in the
enclosed envelope or vote your shares by telephone or using the Internet.
 
     
​  

GRAPHICIn light of restrictions and guidelines on group gatherings issued by government and public health officials regarding the ongoing coronavirus pandemic, and to support the health and safety of Abbott's shareholders, employees, and communities, shareholders may only attend the Annual Meeting virtually. Shareholders will not be able to attend the Annual Meeting in person.

How to Attend the Meeting on the Virtual Meeting Platform.    Shareholders will be able to attend, vote their shares, and submit questions during the Annual Meeting at www.meetingcenter.io/290382097. To be admitted to the meeting, shareholders will be required to enter the meeting password (ABT2021) and a 15-digit control number. Please see pages 12 to 13 of this proxy statement for instructions on how to be admitted to the Annual Meeting.

How to Attend the Meeting by Phone.    Shareholders who wish to attend the meeting by phone should contact Abbott representatives at 224-668-7238 or abbottshareholders@abbott.com to obtain the meeting telephone number in advance of the meeting. Shareholders participating by phone will be able to listen to the meeting but will not have the ability to vote or submit questions during the meeting. Shareholders who wish to vote their shares or submit questions during the meeting should attend the meeting on the virtual meeting platform.

​  


If you plan to attend the meeting, please complete and return the Reservation Form directly to Abbott Laboratories, Annual Meeting Ticket Requests, H395 AP6C, 100 Abbott Park Road, Abbott Park, Illinois 60064-6048. Due to space limitations, Reservation Forms must be received before April 20, 2018. An admission card, along with a form of photo identification, admits one person. A shareholder may request two admission cards, but a guest must be accompanied by a shareholder.

To avoid a delay in the receipt of your admission card, do not return this form with your proxy card or mail it in the enclosed business envelope.

​  
  GRAPHIC GRAPHICGRAPHIC

 

NNNNNNNNNNNN . + NNNNNN C 1234567890MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Important Notice Regarding the Availability of Proxy Materials for the Abbott Laboratories Annual Meeting of ShareholdersYour vote matters – here’s how to be Held on April 27, 2018 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the Annual Meeting of Shareholders are available on the Internet. Follow the instructions below to view the materials andvote! You may vote online or request a paper copy. The items to be voted onby phone instead of mailing this card. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/abt delete QR code and location ofcontrol # or scan the annual meetingQR code — login details are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: www.investorvote.com/abt Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.investorvote.com/abt. Step 2: Click the icon on the right to view the current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. g, When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Paper Copy of the Proxy Materials – If you want to receive a paper copy of these documents, you must request one. There is no charge to you for this request. Please make your request as instructed on the reverse side of this Notice on or before April 13, 2018 to facilitate timely delivery. + 2 N O T C O Y 02QREC NNNNNNNNN Annual Meeting Notice1234 5678 9012 345 IMPORTANT ANNUAL MEETING INFORMATION


. Abbott Laboratories Annual Meeting of Shareholders will be held at 9:00 a.m. Central Time on April 27, 2018 at the corporation’s headquarters, 100 Abbott Park Road, at the intersection of Route 137 and Waukegan Road, Lake County, Illinois. Items to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR Items 1, 2 and 3. 1. Election of 12 Directors: (01) R.J. Alpern, (02) R.S. Austin, (03) S.E. Blount, (04) E.M. Liddy, (05) N. McKinstry, (06) P.N. Novakovic, (07) W.A. Osborn, (08) S.C. Scott III, (09) D.J. Starks, (10) J.G. Stratton, (11) G.F. Tilton, and (12) M.D. White. Ratification of Ernst & Young LLP as auditors Say on Pay – An Advisory Vote to Approve Executive Compensation 2. 3. The Board of Directors recommends a vote AGAINST Item 4. 4.Shareholder Proposal – Independent Board Chairman PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you plan to attend the Annual Meeting of Shareholders, please complete and return the reservation form on the back cover of the proxy statement, which can be found online at www.investorvote.com/abt. Directions to the Abbott Laboratories 2018 Annual Meeting of Shareholders are available in the proxy statement, which can be viewed at www.investorvote.com/abt. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of the current meeting materials, you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side of this notice when requesting a set of proxy materials. g Internet – Go to www.investorvote.com/abt. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email – Send an email to investorvote@computershare.com with “Proxy Materials Abbott Laboratories” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar onbelow. Phone Call toll free 1-800-652-VOTE (8683) within the reverse side of this notice,USA, US territories and state in the email that you want aCanada Save paper, copy of current meeting materials. You can also state your preference to receive a paper copy of future meeting materials. To facilitate timelytime and money! Sign up for electronic delivery all requests for a paper copy of the proxy materials must be received by April 13, 2018. g g 02QREC Annual Meeting Notice

MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6at www.investorvote.com/abt Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Telephone and Internet Voting Instructions - You can vote by telephone OR Internet! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. + To vote using the Telephone (within the USA, US territories & Canada) To vote using the Internet • Go to the following web site: www.investorvote.com/abt • Enter the information requested on your computer screen and follow the simple instructions. • Call toll free 1-800-652-VOTE (8683) in the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the simple instructions provided by the recorded message. 1. Election of 12 Directors Nominees: (01)14 Directors: 01 - R.J. Alpern (05) N. McKinstry, (09) D.J. Starks, ForAgainst Abstain (02) R.S. Austin, (06) P.N. Novakovic, (10) J.G. Stratton, (03) S.E. Blount, (07)05 - M.A. Kumbier 09 - W.A. Osborn (11)13 - G.F. Tilton and (04) E.M. Liddy, (08) S.C. Scott III, (12) M.D. White 4. Shareholder Proposal - Independent Board Chairman To Vote FOR All Nominees To WITHHOLD Vote From All Nominees To Vote FOR All Nominees, except withhold vote from the nominee(s) listed below ForAgainstFor Against Abstain 2. Ratification of Ernst & Young LLP as Auditors For address changes and/or comments please check this box and write them on the back where indicated.02 - R.S. Austin 03 - S.E. Blount 07 - N. McKinstry 11 - D.J. Starks 04 - R.B. Ford 08 - P.N. Novakovic 12 - J.G. Stratton 06 - D.W. McDew 10 - M.F. Roman 14 - M.D. White 3. Say on Pay - An Advisory Vote to Approve Executive Compensation MMMMIMF VOTIMNG BYMAIL, YOU MUST COMPLETE BOTH SIDES OF THIS CARD.Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees 4. Amendments to the Articles of Incorporation to Eliminate Statutory Supermajority Voting Standards for: For Against Abstain For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. (a) Amendments to the Articles of Incorporation _____________________________________________________________________ (b) Approval of Certain Extraordinary Transactions ForAgainst Abstain ForAgainst Abstain For Against Abstain 5. Shareholder Proposal - Lobbying Disclosure 6. Shareholder Proposal - Report on Racial Justice 7. Shareholder Proposal - Independent Board Chairman Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title and, where more than one is named, a majority should sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 9 0 7 5 2 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND + MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 P C F 3 6 1 8 7 8 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 02QRCD+ 1 P C F 4 03DVJE MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. The Board of Directors recommends that youa vote AGAINST Item 4.Items 5, 6 and 7. A Proposals — The Board of Directors recommends that yourecommend a vote FOR all the nominees listed in Item 1 and FOR Items 1, 2, 3 and 3.4. 2021 Annual Meeting Proxy Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION

 


.In light of restrictions and guidelines on group gatherings issued by government and public health officials regarding the ongoing coronavirus pandemic, and to support the health and safety of Abbott’s shareholders, employees, and communities, shareholders may only attend the Annual Meeting virtually at www.meetingcenter.io/290382097. Shareholders will not be able to attend the Annual Meeting in person. To access the Annual Meeting, you must have the 15-digit control number that is printed in the circle in the shaded bar located on the reverse side of this form and the meeting password ABT2021. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Proxy — Abbott Laboratories + SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSSolicited on Behalf of the Board of Directors for Annual Meeting - April 23, 2021 The undersigned, revoking all previous proxies, acknowledges receipt of the Notice and Proxy Statement dated March 16, 2018,12, 2021, in connection with the Annual Meeting of Shareholders of Abbott Laboratories to be held at 9:00 a.m. on April 27, 2018,23, 2021, at the corporation’s headquarters, and hereby appoints MILES D. WHITERobert B. Ford and HUBERTHubert L. ALLEN,Allen, or either of them, proxy for the undersigned, with full power of substitution, to represent and vote all shares of the undersigned upon all matters properly coming before the Annual Meeting or any adjournments thereof. If the undersigned is a participant in the Abbott Laboratories Stock Retirement Plan, then this card also instructs the plan’s Investment Committee to vote as specified at the 20182021 Annual Meeting of Shareholders, and any adjournments thereof, all shares of Abbott Laboratories held in the undersigned’s plan account upon the matters indicated and in their discretion upon such other matters as may properly come before the meeting. INSTRUCTIONS: This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Items 1 and 2 and 3, AGAINST Item 4, and in accordance with the judgment of the proxy holders on any other matters that are properly brought before the meeting. Abbott’s proxy holders reserve the right to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than other nominees (or no votes at all). This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no such directions are indicated, this proxy will be voted FOR the election of the nominees listed in Item 1, FOR Items 2, 3 and 4, and AGAINST Items 5, 6 and 7. In their discretion, the proxy holders are authorized to vote upon any other matters as may properly come before the meeting. (Items to be voted appear on reverse side) Change of Address — Please print your new address below. Comments — Please print your comments below. (Important - Please+ C Non-Voting Items Proxy — Abbott Laboratories Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign and date below.) Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. Each joint tenant should sign; executors, administrators, trustees, etc. should give full title and, where more than one is named, a majority should sign. Please read other side before signing. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + IF VOTING BY MAIL, YOU MUST COMPLETE BOTH SIDES OF THIS CARD.up at www.investorvote.com/abt