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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

Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

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

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

AbbVie Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:
        
 
  (2) Aggregate number of securities to which transaction applies:
         
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
  (4) Proposed maximum aggregate value of transaction:
         
  (5) Total fee paid:
         

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Fee paid previously with preliminary materials.

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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)

 

Amount Previously Paid:
        
 
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  (3) Filing Party:
         
  (4) Date Filed:
         

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LOGO

MAIN HEADMAIN HEAD

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 4, 20188, 2020

              The Annual Meeting of the Stockholders of AbbVie Inc. (the "Annual Meeting") will be held at the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601, on Friday, May 4, 2018,8, 2020 at 9:00 a.m. CTCT. The safety of our stockholders is important to us, and given the current guidance by public health officials surrounding COVID-19 and group gatherings, this year's Annual Meeting will be a "virtual meeting" of stockholders. You will be able to attend the Annual Meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/ABBV2020. The Annual Meeting will be held for the following purposes:

Your Vote Is Important

              Please promptly vote your shares by telephone, using the Internet, or by signing and returning your proxy in the enclosed envelope if you received a printed version of the proxy card.

              The board of directors recommends that you vote FOR Items 1, 2, 3, 5, and 64 on the proxy card.

              The board of directors recommends that you vote for an annual (1 YEAR) frequency of the stockholder advisory vote on executive compensation (Item 4).

The board of directors recommends that you vote AGAINST Items 7, 8,5, 6, and 97 on the proxy card.

              The close of business on March 7, 2018,13, 2020, has been fixed as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting.

              AbbVie's 20182020 Proxy Statement and 20172019 Annual Report on Form 10-K are available at www.abbvieinvestor.com. If you are a registered stockholder, you may access your proxy card by either:

              AdmissionTo be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/ABBV2020, you must enter the control number found on your proxy card, voting instruction form or notice you received. You may vote during the Annual Meeting by following the instructions available on the meeting will be by admission card only. If you plan to attend, please complete and returnwebsite during the reservation form in the back of these materials and an admission card will be sent to you. Due to space limitations, reservation forms must be received before April 27, 2018. Each admission card, along with photo identification, admits one person. A stockholder may request two admission cards, but a guest must be accompanied by a stockholder.meeting.

By order of the board of directors.

Laura J. Schumacher
Secretary

March 19, 201823, 2020


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LOGO

MAIN HEADMAIN HEAD

Table of Contents

Proxy Statement Summary

 1

Information about the Annual Meeting

 811

Who Can Vote

 811

Notice and Access

 811

Voting by Proxy

 811

Revoking a Proxy

 811

Discretionary Voting Authority

 811

Quorum and Vote Required to Approve Each Item on the Proxy

 912

Effect of Broker Non-Votes and Abstentions

 912

Inspectors of Election

 912

Cost of Soliciting Proxies

 912

AbbVie Savings Plan

 912

Information Concerning Director Nominees (Item 1)

 1013

The Board of Directors and its Committees

 1518

Communicating with the Board of Directors

 1923

Director Compensation

 2024

Securities Ownership

 2226

Executive Compensation

 2428

Compensation Discussion and Analysis

 2428

Compensation Committee Report

 4146

Compensation Risk Assessment

 4147

Summary Compensation Table

 4348

20172019 Grants of Plan-Based Awards

 4651

20172019 Outstanding Equity Awards at Fiscal Year End

 4853

20172019 Option Exercises and Stock Vested

 5156

Pension Benefits

 5156

Non-qualifiedNon-Qualified Deferred Compensation

 5560

Potential Payments upon Termination or Change in Control

 5560

Ratification of Ernst & Young LLP as AbbVie's Independent Registered Public Accounting Firm (Item 2)

 5964

Audit Information

 6065

Audit Fees and Non-Audit Fees

 6065

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

 6065

Audit Committee Report

 6166

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

 62

Say When on Pay—Advisory Vote on the Frequency of Future Approvals of Executive Compensation (Item 4)

63

Management Proposal Regarding the Annual Election of Directors (Item 5)

6467

Management Proposal to Eliminate Supermajority Voting (Item 6)4)

 6568

Stockholder Proposals

 6669

Stockholder Proposal on Lobbying Report (Item 7)5)

 6669

Stockholder Proposal to Separateon Independent Chair and CEO (Item 8)6)

 6972

Stockholder Proposal on Compensation Committee Drug Pricing Report (Item 9)7)

 7174

Additional Information

 7377

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LOGO

MAIN HEADMAIN HEAD

              The accompanying proxy is solicited on behalf of the board of directors for use at the Annual Meeting of Stockholders. The meetingAnnual Meeting will be held on Friday, May 4, 2018,8, 2020 at 9:00 a.m. CT. The safety of our stockholders is important to us, and given the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601.current guidance by public health officials surrounding COVID-19 and group gatherings, this year's Annual Meeting will be a "virtual meeting" of stockholders. You will be able to attend the Annual Meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/ABBV2020.

              This summary highlights selected information in the Proxy Statement.proxy statement. Please review the entire Proxy Statementproxy statement and the AbbVie 20172019 Annual Report before voting.

20182020 Annual Meeting of Stockholders

Date and Time: May 4, 20188, 2020 9:00 a.m. CT

Location: Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601The Annual Meeting will be a "virtual meeting" of stockholders. You will be able to attend the Annual Meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/ABBV2020.

Record Date: March 7, 201813, 2020

How to Vote:Stockholders as of the record date are entitled to vote via the Internet atwww.proxyvote.com; by telephone at 1-800-690-6903; by returning a completed proxy card; or in person atduring the Annual Meeting of Stockholders.

Voting Items and Board Recommendations

 
  
 Board Recommendations
Item 1 Election of Directors FOR All Nominees
Item 2 Ratification of Independent Auditor FOR
Item 3 Say on Pay—Advisory Vote on the Approval of Executive Compensation FOR
Item 4 Say When on Pay—Advisory Vote on the Frequency of Future Approvals of Executive Compensation1 YEAR
Item 5Management Proposal Regarding the Annual Election of DirectorsFOR
Item 6Management Proposal to Eliminate Supermajority Voting FOR
Item 75 Stockholder Proposal on Lobbying Report AGAINST
Item 86 Stockholder Proposal to Separateon Independent Chair and CEO AGAINST
Item 97 Stockholder Proposal on Compensation Committee Drug Pricing Report AGAINST

Business Overview and Performance Highlights

Business Overview

              AbbVie was createdSince becoming a public company in 2013, following separation from Abbott Laboratories. AbbVie's mission ishas been to becreate an innovation-driven, patient-focused specialty biopharmaceutical company capable of deliveringachieving sustainable top-tier financial performance through outstanding execution and a consistent stream of innovative new medicines. In 2019, AbbVie intends to continueachieved several new product approvals and continued to advance its missionrobust mid-and late-stage pipeline. Collectively, the new medicines that AbbVie has introduced since inception—including new therapies in a number of ways, including: (i) growing revenues through continued strong performance from its existing portfolio of on-market products, including HUMIRA, IMBRUVICA and MAVYRET, as well as growth from pipeline products; (ii) continued investment in its pipeline in support of opportunities in immunology,rheumatoid arthritis, psoriasis, hematologic oncology and neuroscience, as well as focused investmentshepatitis C virus—represented more than a quarter of AbbVie's total sales in other areas that augment AbbVie's core strengths; (iii) augmentation2019 and will be important contributors in 2020 and beyond. AbbVie delivered another year of outstanding performance in 2019, which reflects the continued strength of its pipeline through concerted focus on strategic licensing, acquisition and partnering activity with a focus on identifying compelling programs that fit AbbVie's strategic criteria; and (iv) continuing to enhance efficiency by expanding operating margins; (v) returning cash to stockholders via dividends and share repurchases.execution across business priorities.

 

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PROXY STATEMENT SUMMARY

              AbbVie's products are focused on treating conditions such as chronic autoimmune diseases in rheumatology, gastroenterology and dermatology; oncology, including blood cancers; virology, including hepatitis C virus and human immunodeficiency virus; neurological disorders, such as Parkinson's disease; metabolic diseases, including thyroid disease and complications associated with cystic fibrosis; pain associated with endometriosis; as well as other serious health conditions. AbbVie also has a pipeline of promising new medicines in clinical development across such important medical specialties as immunology, oncology and neuroscience, with additional targeted investments in cystic fibrosis and women's health.

              In June 2019, AbbVie announced that it entered into a definitive transaction agreement under which AbbVie will acquire Allergan plc (AGN). Allergan is a global pharmaceutical leader focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world. Allergan markets a portfolio of brands and products primarily focused on key therapeutic areas including aesthetics, eye care, neuroscience, gastroenterology, and women's health.

Business Performance Highlights

AbbVie has Delivered Robust Financial Results since SeparationInception

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                        The measures set forth above were calculated as of December 31, 2017.2019.

  * Net revenues, diluted earnings per share and operating margin are adjusted to exclude certain specified items and are non-GAAP measures, which are reconciled in Appendix C.
**In February 2018, AbbVie increased its quarterly cash dividend by an additional 35 percent from $0.71 per share to $0.96 per share payable May 15, 2018 to stockholders of record at the close of business on April 13, 2018.B.  

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PROXY STATEMENT SUMMARY

              AbbVie has delivered a strong compound annual growth rate (CAGR) since inception on adjusted net revenues and adjusted diluted earnings per share (EPS), placing AbbVie in the top quartile of its Health Care Peer Group.

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PROXY STATEMENT SUMMARY

Additionally, AbbVie is committed to a robust return of capital to stockholders with an increase of 78%195% in its quarterly dividend since 2013 as part of a balanced and disciplined capital allocation program. In February 2018, AbbVie increased its dividend by an additional 35%, resulting in a total dividend increase of 140% since AbbVie became an independent company. AbbVie's total stockholder return (TSR) since inception of 238.5%240.2% also places AbbVie at the top of its Health Care Peer Group, and more than 13078 percentage points above the Standard & Poor's 500 Index and more than 168124 percentage points above the NYSE Arca Pharmaceutical Index over the same time period.

AbbVie has Significantly Grown Revenue and EPS Since 2013

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  * Net revenues and diluted earnings per share are adjusted for specified items, including the impact of intangible asset amortization, and are non-GAAP measures, which are reconciled in Appendix C.B. 



**


Year-over-year growth in adjusted net revenues and EPS from 2018-2019 despite significant biosimilar competition for HUMIRA outside the United States.


 

AbbVie has DeliveredDemonstrated an Outstanding Results, Ranking First or Second on Each of the BelowTrack Record, Consistently Delivering Top-Tier Financial MetricsResults

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PROXY STATEMENT SUMMARY

AbbVie also Delivered Strong Business Performance in 20172019

              AbbVie has built a strong foundation for its business and 20172019 was an exceptional year, as evidenced by a number of business highlights:

Corporate Governance Highlights

              Our board of directors is committed to strong corporate governance tailored to meet the needs of AbbVie and its stockholders to enhance long-term stockholder value. In connection with our ongoing, proactive engagement with stockholders (as described in greater detail on page 32)37), AbbVie's board of directors:

 

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PROXY STATEMENT SUMMARY

approved and implemented in 2016 a proxy access by-law provision to permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of the company's outstanding common stock continuously for at least 3 years to nominate and include in the company's proxy materials director nominees constituting up to 25% of the board of directors, as further detailed in the company's By-Laws.By-Laws;

shared our board skills matrix beginning in 2016, which contains the skills considered by the nominations and governance committee to be the most relevant to the board's oversight role with respect to AbbVie's business and affairs and to drive our culture of innovation and responsibility;

incorporated an overview of AbbVie's corporate responsibility approach and initiatives in the proxy statement beginning in 2018; and

reviewed detailed feedback from AbbVie's investor engagement program, which reaches out to stockholders holding approximately 45% of the company's outstanding shares to discuss investor priorities, including board oversight of company culture, board and workforce diversity, executive compensation, and corporate responsibility.

              Highlights of our governance practices include:

Governance Practice
 For more information
Independent lead director with robust responsibilities is selected by the board p. 15
Nine of AbbVie's ten directors areindependent and regularly meet inexecutive sessionp. 1519
All members of the audit, compensation, and nominations and governance and public policycommittees are independentp. 18
Ten of AbbVie's eleven directors are independent and regularly meet in executive session p. 18
Adopted a proxy access By-Law provision for 3%/3 years p. 7579
Policyprohibiting hedging and pledging p. 4146
Robuststock ownership guidelines p. 4045
Disclosure of our corporatepolitical contributions and ourtrade association dues and oversight process http://www.abbvie.com/responsibility/transparency-policies/corporate-political-participation.html
ClawbackBroad clawback authority in the event of financial restatement to recover incentive plan awards p. 4146
For inclusion on the board, the nominations and governance committee considersdiversity of ethnicity, gender, and geography p. 1621
Related person transaction policy to ensure appropriate oversight p. 7377
We do not have astockholder rights plan or "poison pill" Certificate of Incorporation and By-Laws
Our directors are elected by amajority vote of our stockholders for uncontested elections and we have a resignation policy if the director fails to receive a majority of the votes cast p. 1012
We hold anannual say-on-pay advisory vote on executive compensation p. 6267
Our governance guidelines restrict the number of boards our directors may serve on toprevent overboarding Corporate Governance Guidelines
Annual board and committeeself-assessments and annualsuccession planning Corporate Governance Guidelines
We are guided by strongethics programs andsupplier guidelines http://www.abbvie.com/responsibility/home.html

Corporate Responsibility Highlights

              We are passionate about our work to improve lives and go about it in a sustainable and responsible way. AbbVie has strong commitments and a comprehensive approach to corporate responsibility focused on: (i) improving health outcomes, particularly in areas of unmet need, and enhancing access to healthcare across geographies, (ii) operating responsibly and cultivating an ethical, transparent and inclusive culture to drive sustainable growth, and (iii) contributing to communities and addressing challenges of the underserved. The board of directors and public policy

 

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committee oversee

Corporate Responsibility 2019 Highlights

              At AbbVie, we strive to make a remarkable impact on patients and drive sustainable growth by discovering and delivering a consistent stream of innovative medicines that address serious health problems. In order to drive the long-term sustainability of our business we will continue to make responsible pricing decisions for these medicines, and this is reflected in our long-range plan. Our growth is primarily driven by reaching more patients with innovative new medicines, not increases in price.

              In 2019, we launched our company Principles, which anchor our culture and what we believe in. Aligned to our Principles, our corporate responsibility efforts, including how these efforts are incorporated intopriorities guide the ways we advance our business strategy.

              Recent examples of Key highlights for the year on these corporate responsibility projectspriorities include:

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Attracting and retaining a diverse and inclusive workforce:

Delivering innovative medicines that offer significant health benefit:

              AbbVie's corporate responsibility efforts have been consistently recognized by third parties, including: biotech leader on the Dow Jones Sustainability Index in 2016 and 2017 for our strong social, environmental, governance and business practices; score of A- in 2016 and 2017 on climate change by CDP for our disclosure and sustainability efforts; inclusion on Civic 50 for four consecutive years as one of the 50 most community-minded companies in the United States; and inclusion in FTSE4Good since 2016.

              More details about our corporate responsibility efforts, key performance indicators, and areas of importance to our stakeholders are available on our website atwww.abbvie.com/responsibility.

 

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PROXY STATEMENT SUMMARY

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Advancing our environmental sustainability priorities:

Stewarding our ethical business:

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PROXY STATEMENT SUMMARY

Leading the industry in workplace safety:

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Supporting communities through economic activity, community engagement and philanthropy:

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PROXY STATEMENT SUMMARY

              We also align our commitments to the United Nations' Sustainable Development Goals (SDGs). We focus on Good Health & Well-Being (SDG 3), Quality Education (SDG 4), Gender Equality (SDG 5), Decent Work & Economic Growth (SDG 8), Responsible Production and Consumption (SDG 12), and Climate Action (SDG 13). To further explore our support for the SDGs, please visit globalhealthprogress.org.

              For more information about our corporate responsibility efforts, please visit abbvie.com/responsibility.

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Executive Compensation Highlights

              AbbVie's board of directors believes a well-designed compensation program should align executive interests with the drivers of stockholder returns and profitable growth, support achievement of the company's primary business goals, and attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value. Consequently, the compensation committee of the board has designed and implemented an executive compensation program in which a substantial majority of named executive officer (NEO) compensation at AbbVie is performance-based.

              When determining NEO compensation, the committee first considers the median of the competitive marketplace (as derived primarily from the Health Care Peer Group approved by the committee) as an initial benchmark for assessing compensation. The committee then takes into account the company's overall performance against the financial, operating and strategic objectives that were established at the start of the performance period. Finally, specific pay determinations are made for each NEO based on his or her individual performance against goals and contributions to the short- and long-term performance of the company.

 

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PROXY STATEMENT SUMMARY

Three primary components make up AbbVie's executive pay program: base salary, short-term incentives and long-term incentives. The structure of each component is tailored to serve a specific function and purpose. The following is a summary of the key components of our compensation program.

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Who Can Vote

              Stockholders of record at the close of business on March 7, 201813, 2020 will be entitled to notice of and to vote atduring the Annual Meeting. As of March 7, 2018,13, 2020, AbbVie had 1,586,687,2361,476,672,808 outstanding shares of common stock, which are AbbVie's only outstanding voting securities. Each stockholder has one vote per share. Stockholders do not have the right to vote cumulatively in electing directors.

Notice and Access

              In accordance with the Securities and Exchange Commission (SEC) e-proxy rules, AbbVie mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to stockholders in March 2018.2020. The Notice describes the matters to be considered at the Annual Meeting and how stockholders can access the proxy materials online. It also provides instructions on how stockholders can vote their shares. If you received the Notice, you will not receive a printed version of the proxy materials unless you request one. If you would like to receive a printed version of the proxy materials, free of charge, please follow the instructions on the Notice.

Voting by Proxy

              AbbVie's stockholders may vote their shares by telephone, the Internet, or atduring the Annual Meeting. If you vote by telephone or the Internet, you do not need to return your proxy card. The instructions for voting can be found on the Notice, on the website listed in the Notice, and, if you received one, on your proxy card. If you requested a printed version of the proxy card, you may also vote by mail.

Revoking a Proxy

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

Discretionary Voting Authority

              Unless otherwise specified in accordance with the instructions on the proxy, the persons named in the proxy will vote the shares of AbbVie common stock covered by proxies they receive to elect the four nominees named in Item 1 on the proxy card. If a nominee becomes unavailable to serve, the shares will be voted for a substitute designated by the board of directors or for fewer than four nominees if, in the judgment of the proxy holders, such action is necessary or desirable.

              Where a stockholder has specified a choice for or against the proposals to be presented at the Annual Meeting or if the stockholder has chosen to abstain, the shares of AbbVie common stock 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 management's recommendation to hold a vote to approve executive compensation annually, FOR the management proposal regarding the annual election of directors, FOR the management proposal to eliminate supermajority voting, and AGAINST each of the stockholder proposals.

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INFORMATION ABOUT THE ANNUAL MEETING


              The board of directors is not aware of any other issue that 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.

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INFORMATION ABOUT THE ANNUAL MEETING

Quorum and Vote Required to Approve Each Item on the Proxy

              A majority of the outstanding shares entitled to vote generally in the election of directors, represented in person or by proxy, constitutes a quorum. Directors are elected by stockholders in an uncontested election if a majority of the votes cast are "for" a director's re-election at the Annual Meeting, excluding abstentions and broker non-votes. For other matters, the affirmative vote of a majority of the shares represented, in person or by proxy, at the meeting and entitled to vote on a matter shall be the act of the stockholders with respect to that matter; except for the management proposal regarding the annual election of directors, and the management proposal to eliminate supermajority voting, each of which requirerequires the affirmative vote of shares representing not less than eighty percent (80%) of the outstanding shares of capital stock of AbbVie entitled to vote generally in the election of directors pursuant to Article XI of AbbVie's Amended and Restated Certificate of Incorporation.

Effect of Broker Non-Votes and Abstentions

              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 stock. 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, the advisory vote on the frequency of votes to approve executive compensation, the management proposal regarding the annual election of directors, the management proposal to eliminate supermajority voting, and the stockholder proposals are considered "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. Shares represented by proxies that are present and entitled to vote on a matter but that have elected to abstain from voting on that matter, other than the election of directors, 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 stockholders are independent and are not AbbVie employees.

Cost of Soliciting Proxies

              AbbVie will bear the cost of making solicitations from its stockholders 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 AbbVie and its subsidiaries.

              AbbVie has retained Georgeson Inc.Alliance Advisors LLC to aid in the solicitation of proxies, at an estimated cost of $19,500$15,000 plus reimbursement for reasonable out-of-pocket expenses.

AbbVie Savings Plan

              Participants in the AbbVie Savings Plan will receive voting instructions for their shares of AbbVie common stock held in the AbbVie Savings Plan Trust. The Trust is administered by both a trustee and an investment committee. The trustee is The Northern Trust Company. The members of the investment committee are William H.S. Preece, Tabetha A. SkarbekScott T. Reents and Michael J. Thomas, employees of AbbVie. 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 of AbbVie common stock for which no voting instructions are received.

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              The board of directors consists of three classes currently comprised of three directors in Class I, four directors in Class II, and four directors or director nominees in Classes II andClass III. Directors of one class are elected each year for a term of three years. The Class IIIII directors are presented for re-election to hold office until the expiration of their term at the 20212023 annual meeting of stockholders and until their successors are elected and qualified or until their earlier death or resignation.

              Directors are elected by stockholders if a majority of the votes cast are "for" a director's re-election at the Annual Meeting, excluding abstentions and broker non-votes. For more information on the director majority vote standard, see AbbVie's By-Laws as listed as an exhibit to AbbVie's 20172019 Annual Report on Form 10-K. All of the nominees except for Ms. Roberts, are currently serving as directors. Ms. Roberts was recommended for election by the nominations and governance committee.

Class II—Directors Whose Terms Expire in 2020


PHOTO
Committees:
Nominations &
Governance
Public Policy

Director since: 2013
Age: 69


Robert J. Alpern, M.D.

Ensign Professor of Medicine, Professor of Internal Medicine, and Former Dean of Yale School of Medicine
Dr. Alpern has served as the Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine since June 2004. He served as Dean of Yale School of Medicine from June 2004 to January 2020. From July 1998 to May 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical Center. Dr. Alpern served on the board of Yale-New Haven Hospital from October 2005 to January 2020. Dr. Alpern also serves as a director of Abbott Laboratories and Tricida, Inc.

Key Contributions to the Board: Through his position as Ensign Professor of Medicine, Professor of Internal Medicine, as well as his previous service as Dean of Yale School of Medicine, Dean of The University of Texas Southwestern Medical Center, and on the board of 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 AbbVie's key research and development initiatives.


PHOTO
Committees:
Compensation
Public Policy

Director since: 2013
Age: 74


Edward M. Liddy

Retired Chairman & CEO, The Allstate Corporation
Mr. Liddy 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 the Treasury, Mr. Liddy served as interim chairman and chief executive officer of American International Group, Inc. (AIG), a global insurance and financial services holding company, from September 2008 to August 2009. From January 1999 to April 2008, Mr. Liddy served as chairman of the board of The Allstate Corporation (insurance). He served as chief executive officer of Allstate from January 1999 to December 2006, president from January 1995 to May 2005, and chief operating officer from August 1994 to January 1999. Mr. Liddy currently serves on the board of directors of Abbott Laboratories, 3M Company, and The Boeing Company. Mr. Liddy has reached the mandatory retirement age for directors at both Boeing and 3M and will not stand for re-election at either company's 2020 annual meeting.

Key Contributions to the Board: Mr. Liddy's executive leadership at Allstate and AIG and his board service at several Fortune 100 companies enable him to provide our board with valuable insights on corporate strategy, risk management, corporate governance and other issues facing large, global enterprises. Additionally, as a former chief financial officer, audit committee chair at Goldman Sachs and 3M, and a private equity firm partner, Mr. Liddy provides our board with significant knowledge and understanding of corporate finance, capital markets, financial reporting and accounting matters.

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INFORMATION CONCERNING DIRECTOR NOMINEES


PHOTO
Committees:
Audit
Public Policy

Director since: 2017
Age: 62




Melody B. Meyer

Retired President, Chevron Asia Pacific Exploration and Production
Ms. Meyer is president of Melody Meyer Energy, LLC, a private consulting firm, a position she has held since June 2016. From March 2011 to April 2016, Ms. Meyer served as the president of Chevron Asia Pacific Exploration and Production Company. She previously served as president of Chevron Energy Technology Company from 2008 to 2011, in addition to various other roles over her thirty-seven year career at Chevron. Ms. Meyer is also a director at BP p.I.c. and National Oilwell Varco, Inc.

Key Contributions to the Board: As a result of her tenure at Chevron, Ms. Meyer has acquired operational, management, strategic planning, and financial expertise with extensive global experience and provides an informed perspective to the board on financial and operational matters faced by a complex international company.


PHOTO
Committees:
Audit
Compensation

Director since: 2013
Age: 66




Frederick H. Waddell

Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company
Mr. Waddell served as chairman of the board of Northern Trust Corporation and The Northern Trust Company from November 2009 until his retirement in January 2019. He previously served as chief executive officer from 2008 through 2017, as president from 2006 to 2011 and again from October to December 2016, and chief operating officer from 2006 to 2008. Mr. Waddell is also a director of International Business Machines Corporation.

Key Contributions to the Board: As former chairman and chief executive officer of Northern Trust Corporation and The Northern Trust Company, Mr. Waddell contributes broad financial services experience with a strong record of leadership in a highly regulated industry.

Class III—Directors Whose Terms Expire in 20182021


PHOTO
Committees:
Audit
Compensation

Director since: 2013
Age: 5759


 

  
Roxanne S. Austin

President, Austin Investment Advisors
Ms. Austin is president 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 is also a director of Abbott Laboratories, Crowdstrike, Inc., Target Corporation, and Teledyne Technologies, Inc. Ms. Austin has informed Target she will not stand for re-election when her current term concludes in June 2020. Ms. Austin also served as a director of Telefonaktiebolaget LM Ericsson from 2008 to 2016.

Key Contributions to the Board: Through her extensive management and operating roles, including her financial roles, Ms. Austin contributes significant oversight and leadership experience to the board, including financial expertise and knowledge of financial statements, corporate finance and accounting matters.

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PHOTOPHOTO
Director since: 2013
Age: 6466


 

  
Richard A. Gonzalez

Chairman of the Board and Chief Executive Officer, AbbVie Inc.
Mr. Gonzalez is the chairman and chief executive officer of AbbVie. He served as Abbott's executive vice president of the pharmaceutical products group from July 2010 to December 2012, and was responsible for Abbott's worldwide pharmaceutical business, including commercial operations, research and development, and manufacturing. He also served as president, Abbott Ventures Inc., Abbott's medical technology investment arm, from 2009 to 2011. Mr. Gonzalez joined Abbott in 1977 and held various management positions before briefly retiring in 2007, including: Abbott's president and chief operating officer; president, chief operating officer of Abbott's Medical Products Group; senior vice president and president of Abbott's former Hospital Products Division; vice president and president of Abbott's Health Systems Division; and divisional vice president and general manager for Abbott's Diagnostics Operations in the United States and Canada.

Key Contributions to the Board: As a result of his service as Abbott's executive vice president, Pharmaceutical Products Group, his previous service as Abbott's president and chief operating officer and his more than 30-year career at Abbott, Mr. Gonzalez has developed valuable business, management and leadership experience, as well as extensive knowledge of AbbVie and its global operations. Mr. Gonzalez's experience and knowledge enable him to contribute to AbbVie's board key insights into strategic, management, and operational matters.


PHOTO
Committees:
Nominations &
Governance
Public Policy

Director Nomineesince: 2018
Age: 6567


 

 
Rebecca B. Roberts

Retired President of Chevron Pipe Line Company
Ms. Roberts served as president of Chevron Pipe Line Company from 2006 until her retirement in 2011. She previously served as the president of Chevron Global Power Generation from 2003 to 2006, in addition to various technical and management positions during her thirty-six year career with Chevron. Ms. Roberts began her career as a chemist and research scientist. Ms. Roberts currently serves on the board of directors at Black Hills Corporation Enbridge, Inc., and MSA Safety Incorporated. Ms. Roberts served as a director of Enbridge, Inc. from 2015 to 2018.

Key Contributions to the Board: Ms. Roberts brings management, operational, safety, and strategy development expertise with a scientific background and extensive global experience at Chevron. She provides an informed perspective to the board on regulatory and operational matters faced by a complex international company.

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PHOTO

Committees:
Audit
Compensation
Nominations &
Governance
Public Policy

Lead Independent Director

Director since: 2013
Age: 6971


 

 
Glenn F. Tilton

Retired Chairman and Chief Executive Officer of the UAL Corporation
Mr. Tilton was chairman of the Midwest for JPMorgan Chase & Co. from 2011 until his retirement in 2014. From October 2010 to December 2012, Mr. Tilton also served as the non-executive chairman of the board of United Continental Holdings, Inc. From September 2002 to October 2010, he served as chairman, president and chief executive officer of UAL Corporation, and chairman and chief executive officer of United Air Lines, Inc., its wholly owned subsidiary. Prior to becoming the vice chairman of Chevron Texaco following the merger of Texaco Inc. and Chevron Corp., Mr. Tilton enjoyed a 30-year multi-disciplinary career with Texaco Inc., culminating in his election as chairman and chief executive officer. Mr. Tilton is also a director of Abbott Laboratories 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 of United Continental Holdings, Inc. from 2010 to 2012.

Key Contributions to the Board: As chairman of the Midwest for JPMorgan Chase & Co. and having previously served as non-executive chairman of the board of United Continental Holdings, Inc., and chairman, president, and chief executive officer of UAL Corporation and United Air Lines, 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. His experience as non-executive chairman of the board of United Continental Holdings, Inc. also enhances his contributions as AbbVie's lead independent director.

Class I—Directors Whose Terms Expire in 20192022


PHOTOPHOTO
Committees:
Audit
Nominations &
Governance

Director since: 2013
Age: 6668


 

 
William H.L. Burnside

Retired Senior Vice President and Director at The Boston Consulting Group
Mr. Burnside is a retired senior vice president and director at The Boston Consulting Group (BCG), where he currently serves as an advisor. Prior to becoming managing partner of BCG's Los Angeles office in 1987, he worked in BCG's London and Chicago offices, servicing clients in telecommunications, media, defense, financial services, and manufacturing. Mr. Burnside is a director at Audubon California.

Key Contributions to the Board: Through his experience with The Boston Consulting Group, Mr. Burnside contributes knowledge and understanding of corporate finance and capital markets matters to the board, as well as global and domestic strategic advisory experience across a broad base of industries.

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PHOTO
Committees:
Nominations &
Governance
Public Policy

Director since: 2016
Age: 4850


 

 
Brett J. Hart

Executive Vice President and Chief Administrative Officer, and General Counsel, United ContinentalAirlines Holdings, Inc.
Mr. Hart is the executive vice president and chief administrative officer and general counsel of United ContinentalAirlines Holdings, Inc. (UAL) and United Airlines, Inc., a position he has held since He served as executive vice president, chief administrative officer and general counsel between May 2017. He served2017 and March 2019 and as executive vice president and general counsel between February 2012 and May 2017. Mr. Hart also served as acting chief executive officer of UAL and United Airlines, Inc. from October 2015 to March 2016. From December 2010 to February 2012, he served as senior vice president, general counsel and secretary of UAL, United and Continental. From June 2009 to December 2010, Mr. Hart served as executive vice president, general counsel and corporate secretary at Sara Lee Corporation.

Key Contributions to the Board: As an executive vice president and general counsel for two large public companies with international operations and having served as an acting CEO, Mr. Hart contributes operational and strategic acumen with expertise in risk management, legal strategic matters, government and regulatory affairs, customer and external facing matters, corporate governance, and compliance.


PHOTO
Committees:
Audit
Public PolicyNominations &
Governance

Director since: 2013
Age: 6062


 

 
Edward J. Rapp

Retired Group President for Resource Industries of Caterpillar Inc.
Mr. Rapp served as the Caterpillar Inc. group president for resource industries from 2014 until his retirement in mid-2016. He previously served at Caterpillar as group president based in Singapore in 2013 and 2014 and as the chief financial officer from 2010 to 2013, and he was named a group president in 2007. Mr. Rapp is presently a board member for FM Global. He is currently a member of the University of Missouri College of Business Strategic DevelopmentAdvisory Board. Mr. Rapp previously served as a director of FM Global.

Key Contributions to the Board: As a result of his tenure as group president and chief financial officer at Caterpillar Inc., Mr. Rapp has acquired management, operational, and financial expertise with extensive global experience and provides the board with an informed perspective on financial and operational matters faced by a complex international company.

Class II—Directors Whose Terms Expire in 2020

PHOTO
Committees:
Nominations &
Governance
Public Policy

Director since: 2013
Age: 67


Robert J. Alpern, M.D.

Ensign Professor of Medicine, Professor of Internal Medicine, and Dean of Yale School of Medicine
Dr. Alpern has served as the Ensign Professor of Medicine, Professor of Internal Medicine, and Dean of Yale School of Medicine since June 2004. From July 1998 to June 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical Center. Dr. Alpern also serves as a director of Abbott Laboratories and as a director on the Board of Yale-New Haven Hospital.

Key Contributions to the Board: As the Ensign Professor of Medicine, Professor of Internal Medicine, and Dean of Yale School of Medicine, Dean of The University of Texas Southwestern Medical Center, and as a director on the Board of 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 AbbVie's key research and development initiatives.

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PHOTO
Committees:
Compensation
Public Policy

Director since: 2013
Age: 72




Edward M. Liddy

Retired Chairman & CEO, The Allstate Corporation
Mr. Liddy 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 the Treasury, Mr. Liddy served as interim chairman and chief executive officer of American International Group, Inc. (AIG), a global insurance and financial services holding company, from September 2008 to August 2009. From January 1999 to April 2008, Mr. Liddy served as chairman of the board of The Allstate Corporation (insurance). He served as chief executive officer of Allstate from January 1999 to December 2006, president from January 1995 to May 2005, and chief operating officer from August 1994 to January 1999. Mr. Liddy currently serves on the board of directors of Abbott Laboratories, 3M Company, and The Boeing Company.

Key Contributions to the Board: Mr. Liddy's executive leadership at Allstate and AIG and his board service at several Fortune 100 companies enable him to provide our board with valuable insights on corporate strategy, risk management, corporate governance and other issues facing large, global enterprises. Additionally, as a former chief financial officer, audit committee chair at Goldman Sachs and 3M, and a private equity firm partner, Mr. Liddy provides our board with significant knowledge and understanding of corporate finance, capital markets, financial reporting and accounting matters.


PHOTO
Committees:
Audit
Public Policy

Director since: 2017
Age: 60




Melody B. Meyer

President of Melody Meyer Energy, LLC
Ms. Meyer is president of Melody Meyer Energy, LLC, a private consulting firm, a position she has held since June 2016. From March 2011 to April 2016, Ms. Meyer served as the president of Chevron Asia Pacific Exploration and Production Company. She previously served as president of Chevron Energy Technology Company from 2008 to 2011, in addition to various other roles over her thirty-seven year career at Chevron. Ms. Meyer is also a director at BP p.I.c and National Oilwell Varco, Inc.

Key Contributions to the Board: As a result of her tenure at Chevron, Ms. Meyer has acquired operational, management, strategic planning, and financial expertise with extensive global experience and provides an informed perspective to the board on financial and operational matters faced by a complex international company.


PHOTO
Committees:
Audit
Compensation

Director since: 2013
Age: 64




Frederick H. Waddell

Chairman of the Board and Former Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company
Mr. Waddell has served as chairman of the board of Northern Trust Corporation and The Northern Trust Company since November 2009. He previously served as chief executive officer from 2008 through 2017, as president from 2006 to 2011 and again from October to December 2016, and chief operating officer from 2006 to 2008. Mr. Waddell is also a director of International Business Machines Corporation.

Key Contributions to the Board: As chairman and former chief executive officer of Northern Trust Corporation and The Northern Trust Company, Mr. Waddell contributes broad financial services experience with a strong record of leadership in a highly regulated industry.

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GRAPHICMAIN HEAD

The Board of Directors

              The board of directors held seveneleven meetings in 2017. All2019. The average attendance of all incumbent directors attended one-hundred percent of theat board and committee meetings in 2017.2019 was ninety-nine percent, and each director attended at least seventy-five percent of the total number of board meetings and meetings of the committees of which he or she served. AbbVie encourages its board members to attend the annual stockholder meeting. All of AbbVie's directors attended the 20172019 annual stockholder meeting.

              The board has determined that each of the following individuals is independent in accordance with the New York Stock Exchange (NYSE) listing standards: Dr. Alpern, Ms. Austin, Mr. Burnside, Mr. Hart, Mr. Liddy, Ms. Meyer, Mr. Rapp, Ms. Roberts, Mr. Tilton, and Mr. Waddell. To determine independence, the board applied the AbbVie Inc. director independence guidelines. The board also considered whether a director has any other material relationships with AbbVie 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 are officers or serve on boards of companies or entities to which AbbVie sold products or made contributions or from which AbbVie purchased products and services during the year. This also included consideration of the fact that some of the directors serve on the board of Abbott Laboratories (Abbott), AbbVie's former parent. In making its determination, the board relied on both information provided by the directors and information developed internally by AbbVie.

              The board has risk oversight responsibility for AbbVie and administers this responsibility both directly and with assistance from its committees. The board reviews enterprise risks and discusses them with our senior management on a regular basis. AbbVie's risk management program focuses on issues relevant to AbbVie's business, reputation, and strategy, including but not limited to pipeline advancement, healthcare industry dynamics such as pricing and patient access, manufacturing, regulatory and compliance matters, and others. For more details about committee responsibilities and oversight, please see the committee discussion on pages 21-23.

              The board also oversees AbbVie's culture, employee engagement, and overall management of human capital. This oversight ensures that AbbVie is attracting, developing, and retaining best-in-class employees dedicated to making a remarkable impact on patients' lives around the world.

              The board has determined that the current leadership structure, in which the offices of chairman of the board and chief executive officer are held by one individual and the chair of the nominations and governance committee iswith a board appointed to be the lead independent director, ensures the appropriate level of oversight, independence, and responsibility is applied to all board decisions, including risk oversight, and is in the best interests of AbbVie and its stockholders. The lead independent director is chosen by and from the independent members of the board of directors.

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              The lead independent director responsibilities include:


1.


reviews and guides agenda items for board meetings;

2.


leads the CEO succession planning process;

3.

 

facilitates communication with the board and presides over regularly conducted executive sessions of the independent directors or sessions where the chairman of the board is not present;

2.4.

 

reviews and approves matters, such as agenda items, schedule sufficiency, and, where appropriate, information provided to other board members;

3.5.

 

serves as the liaison between the chairman of the board and the independent directors;

4.6.

 

has the authority to call meetings of the independent directors;

5.7.


leads the board's evaluation of the CEO;

8.


leads the annual board and committee evaluation process, including discussing evaluations with each director individually;

9.


encourages effective director participation by fostering an environment of open dialogue and constructive feedback among independent directors;

10.


involved in selection and interviewing of new board members;

11.

 

if requested by major stockholders, ensures that he or she is available for consultation and direct communication as needed;

12.


if required, represents independent board members externally; and

6.13.

 

performs such other duties as the board may determine from time to time.

              All directors are encouraged to, and in fact do, consult with the chairman on each of the above topics, as well. The lead director, and each of the other directors, communicates regularly with the chairman of the board and chief executive officer regarding appropriate agenda topics and other board related matters.

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              AbbVie directors have backgrounds that when combined provide a portfolio of experience and knowledge that serve AbbVie's governance and strategic needs. Director nominees are considered based on a range of criteria including broad-based business knowledge and relationships, prominence and excellent reputations in their primary fields of endeavor, as well as a global business perspective and commitment to good corporate citizenship, and ability to commit sufficient time and attention to the activities of the board. They must have demonstrated experience and ability that is relevant to the board's oversight role with respect to AbbVie's business and affairs. They must also be able and willing to represent the stockholders' economic interests and satisfy their fiduciary duties to stockholders without conflicts of interest. For more details on director qualifications, please see Exhibit A to AbbVie's Governance Guidelines.

              Each year, the board conducts a self-evaluation to determine whether it and its committees conduct detailed self-evaluations covering topics such as board and committee leadership structure, composition and effectiveness, quality of board and committee materials and discussions, priority agenda items, schedule sufficiency, and board processes. To ensure candid feedback, the evaluations are functioning effectively.anonymous. The full board, led by the lead independent director, discusses the evaluation reports to determine what, if any, actionactions or improvements should be undertaken in the near-term and long-term. The board, committee, and CEO evaluations are discussed in executive session to improve the board and its committees.allow for additional candid discussion.

              In the process2020 Proxy Statement  |GRAPHIC 19


Table of identifying nominees to serve as a member of the board of directors, the nominations and governance committee considers the board's diversity of ethnicity, gender, and geography and assesses the effectiveness of the process in achieving that diversity.Contents

THE BOARD OF DIRECTORS AND ITS COMMITTEES

              Each director's biography includes the particular experience and qualifications that led the board to conclude that the director should serve on the board. The directors' biographies are in the section of this proxy statement captioned "Information Concerning Director Nominees."

              The following table highlights our directors' skills and experience. The skills identified below are considered by the nominations and governance committee to be the most relevant to the board's oversight role with respect to AbbVie's business and affairs and to drive our culture of innovation and responsibility. The specific importance of each skill also is noted.

              Such skills include, among others:

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Director Skills, Knowledge and Experience Matrix
 
 Healthcare
Industry

 Leadership
 Global
Business
and
Strategy

 Corporate
Governance
and Public
Company
Board

 Finance or
Accounting

 Government
Relations and
Regulatory

Dr. Alpern

 ü ü ü ü  ü

Ms. Austin

 ü ü ü ü ü ü

Mr. Gonzalez

 ü ü ü ü ü ü

Mr. Burnside

   ü ü ü ü ü

Mr. Hart

  ü ü ü  ü

Mr. Liddy

 ü ü ü ü ü ü

Ms. Meyer

  ü ü  ü ü

Mr. Rapp

   ü ü ü ü ü

Ms. Roberts

  ü ü ü  ü

Mr. Tilton

 ü ü ü ü ü ü

Mr. Waddell

  ü ü ü ü ü

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Board Diversity

              AbbVie is committed to diversity in its workforce and on its board of directors. In the process of identifying nominees to serve as a member of the board of directors, the nominations and governance committee considers the board's diversity of ethnicity, gender, age, and geography and assesses the effectiveness of the process in achieving that diversity. More details about our workforce diversity are available in the "Corporate Responsibility Highlights" section of this proxy statement.

GRAPHIC

Committees of the Board of Directors

              The board of directors has five committees established in AbbVie's By-Laws: the audit committee, compensation committee, nominations and governance committee, public policy committee, and executive committee. Each of the members of the audit committee, compensation committee, and nominations and governance committee, and public policy committee is independent. Mr. Tilton serves as AbbVie's lead independent director.


  
  
  
  
  
  
  
  

 Audit
Committee

 Compensation
Committee

 Nominations and
Governance
Committee

 Public Policy
Committee

 Audit
Committee

 Compensation
Committee

 Nominations and
Governance
Committee

 Public Policy
Committee

R. Alpern   GRAPHIC GRAPHIC   GRAPHIC GRAPHIC

R. Austin GRAPHIC

 

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W. Burnside

 

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B. Hart

 

 

 

 

 

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E. Liddy

 


 

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M. Meyer

 

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E. Rapp

 

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R. Roberts

 

 

 

 

 

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F. Waddell

 

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Number of meetings

 

6

 

3

 

4

 

4

 

6

 

4

 

4

 

4

 

  GRAPHICGRAPHIC
Lead Director
 GRAPHICGRAPHIC
Chairperson
 GRAPHICGRAPHIC
Member
 GRAPHICGRAPHIC
Financial Expert
  

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Audit Committee

              The audit committee is governed by a written charter. ThisThe charter sets forth the purposes of the audit committee, identifies qualifications required for the audit committee members, and describes the committee's authority and responsibilities. The audit committee assists the board of directors in fulfilling its oversight responsibility with respect to AbbVie's accounting and financial reporting practices and the audit process, the quality and integrity of AbbVie's financial statements, including a review of significant accounting policies, the independent auditors' qualifications, independence, and performance, the performance of AbbVie's internal audit function and internal auditors, certain areas of legal and regulatory compliance, and enterprise risk management. Each of the members of the audit committee is

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financially literate, as required of audit committee members by the NYSE, and the independence requirements set forth in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The board of directors has determined that Ms. Austin, the committee's chairperson, is an "audit committee financial expert."

Compensation Committee

              The compensation committee is governed by a written charter. This committee assists the board of directors in carrying out the board's responsibilities relating to the compensation of AbbVie's executive officers and directors. The compensation committee annually reviews the compensation paid to the directors and gives its recommendations to the full board regarding both the amount of director compensation that should be paid and the allocation of that compensation between equity-based awards and cash. In recommending director compensation, the compensation committee takes into account director fees paid by companies in AbbVie's Health Care Peer Group and reviews any arrangement that could be viewed as indirect director compensation. The processes and procedures used for the consideration and determination of executive compensation are described in the "Compensation Discussion and Analysis" section of this proxy statement. The committee also reviews, approves, and administers the incentive compensation plans in which the AbbVie executive officers participate and all of AbbVie's equity-based plans. It may delegate the responsibility to administer and make grants under these plans to management, except to the extent that such delegation would be inconsistent with applicable law or regulations or with the listing rules of the New York Stock Exchange. The compensation committee has the sole authority, under its charter, to select, retain and/or terminate independent advisors who may assist the committee in carrying out its responsibilities. The compensation committee reviews and discusses with management and its independent compensation advisor potential risks associated with AbbVie's compensation policies and practices as discussed in the "Compensation Risk Assessment" section of this proxy statement. Each member of the committee qualifies as a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act and as an "outside director" for purposes of Internal Revenue Code Section 162(m).

              The committee has engaged Compensation Advisory Partners (CAP) as its independent compensation consultant. The independent compensation consultant provides counsel and advice to the committee on executive and non-employee director compensation matters. CAP, and its principal, report directly to the chair of the committee. The principal meets regularly, and as needed, with the committee in executive sessions, and has direct access to the committee chair during and between meetings. The committee determines what variables it will instruct CAP to consider, including: peer groups against which performance and pay should be examined, metrics to be used in incentive plans to assess AbbVie's performance, competitive short- and long-term incentive practices in the marketplace, and compensation levels relative to market benchmarks. The committee negotiates and approves all fees paid to CAP for these services. AbbVie did not engage CAP to perform any other services during 2017.2019.

              Based on an assessment of internally developed information and information provided by CAP, the committee has determined that its independent compensation advisor does not have a conflict of interest. A copy of the compensation committee report is included in the "Compensation Committee Report" section of this proxy statement.

Nominations and Governance Committee

              The nominations and governance committee is governed by a written charter. This committee assists the board of directors in identifying individuals qualified to become board members and recommends to the board the nominees for election as directors at the next annual meeting of stockholders, recommends to the board the persons to be elected as executive officers of AbbVie, recommends to the board the corporate governance guidelines applicable to AbbVie, oversees the evaluation of the board and management, and serves in an advisory capacity to the board and the

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chairman of the board on matters of organization, management succession plans, major changes in the organizational structure of AbbVie, and the conduct of board activities. The process used by this committee to identify a nominee to serve as a member of the board of directors depends on the qualities being sought, as described on pages 16-17.20-21. From time to time, AbbVie engages an executive search firm to assist the committee in identifying individuals qualified to be board members.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Public Policy Committee

              The public policy committee is governed by a written charter. This committee assists the board of directors in fulfilling its oversight responsibility with respect to AbbVie's public policy, certain areas of legal and regulatory compliance, governmental affairs, health carehealthcare compliance, and social responsibility and environmental matters that affect or could affect AbbVie by dischargingAbbVie. Other topics within the responsibilities set forth in its charter.committee's purview include but are not limited to ethics and compliance matters, government and regulatory trends relevant to AbbVie's business, political contributions, and corporate philanthropy.

Executive Committee

              The executive committee members are Mr. Gonzalez, chair, Ms. Austin, Mr. Hart, Mr. Liddy, Mr. Rapp, and Mr. Tilton. This committee may exercise all of the authority of the board in the management of AbbVie, except for matters expressly reserved by law for board action.

Communicating with the Board of Directors

              Stockholders and other interested parties may communicate with the board of directors by writing a letter to the chairman of the board, to the lead director, or to the independent directors c/o AbbVie Inc., 1 North Waukegan Road, AP34, North Chicago, Illinois 60064, Attention: corporate secretary. The corporate secretary regularly forwards to the addressee all letters other than mass mailings, advertisements, and other materials not relevant to AbbVie's business. In addition, directors regularly receive a log of all correspondence received by the company that is addressed to a member of the board and may request any correspondence on that log.

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              AbbVie employees are not compensated for serving on the board or board committees. AbbVie's non-employee directors are compensated for their service under the AbbVie Non-Employee Directors' Fee Plan and the AbbVie 2013 Incentive Stock Program. As described in "Committees of the Board of Directors—Compensation Committee," director compensation is reviewed annually by the compensation committee with the independent compensation consultant, including a review of director compensation against AbbVie's Health Care Peer Group, and a recommendation is then provided to the full board.

              The following table sets forth the non-employee directors' 20172019 compensation.

Name
 Fees
Earned or
Paid in Cash
($)(1)

 Restricted
Stock Unit
Awards
($)(2)

 Option
Awards
($)(3)

 Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)

 All Other
Compensation
($)(5)

 Total
($)

  Fees
Earned or
Paid in Cash
($)(1)

 Restricted
Stock Unit
Awards
($)(2)

 Option
Awards
($)(3)

 Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)

 All Other
Compensation
($)(5)

 Total
($)

 
R. Alpern $105,000 $184,981 $0 $20,948 $25,000 $335,929  $110,000 $189,952 $0 $50,143 $25,000 $375,095 
R. Austin 130,000 184,981 0 0 5,319 320,300  135,000 189,952 0 0 8,475 333,427 
W. Burnside 111,000 184,981 0 0 25,000 320,981  116,000 189,952 0 0 27,755 333,707 
B. Hart 105,000 184,981 0 0 25,000 314,981  121,667 189,952 0 0 25,000 336,619 
E. Liddy 125,000 184,981 0 0 0 309,981  130,000 189,952 0 0 0 319,952 
M. Meyer 64,750 184,981 0 0 25,000 274,731  116,000 189,952 0 0 25,000 330,952 
E. Rapp 131,000 184,981 0 0 26,044 342,025  136,000 189,952 0 0 26,077 352,029 
R. Roberts 110,000 189,952 0 0 24,800 324,752 
G. Tilton 150,000 184,981 0 0 25,000 359,981  169,750 189,952 0 0 28,043 387,745 
F. Waddell 111,000 184,981 0 0 25,000 320,981  116,000 189,952 0 0 25,000 330,952 

(1)
Under the Non-Employee Directors' Fee Plan as in effect during 2017,2019, non-employee directors earned $105,000$110,000 per year for service as a director and $20,000 per year for service as a chair of a board committee, other than the chair of the audit committee. The chair of the audit committee received $25,000 per year for service as chair of that committee and the other members of the audit committee received $500 for each month of service as a committee member. TheDuring 2019, the lead director receivedretainer was increased from $25,000 per year to $50,000 per year in connection to additional responsibilities for service in that role.the role identified at the 2019 annual meeting of stockholders. The non-employee director and committee fees are earned monthly for each calendar month or portion thereof that the director holds the position, excluding the month in which the director is first elected to the position.

Fees earned under the AbbVie Non-Employee Directors' Fee Plan are, at the director's election, paid in cash, delivered in the form of vested non-qualified stock options (based on an independent appraisal of their fair value), deferred until retirement (as an unfunded AbbVie obligation), or paid currently into an individual grantor trust established by an eligible director. The distribution of deferred fees and amounts held in a director's grantor trust generally commences at the later of when the director reaches age 65 or upon retirement from the board of directors. Fees deposited in a trust may be credited to a stock equivalent account that earns the same return as if the fees were invested in AbbVie stock or to a guaranteed interest account. If necessary, AbbVie contributes funds

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(2)
The amounts in this column represent the aggregate grant date fair value of the restricted stock unit awards granted during 2017,2019, determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. AbbVie determines the grant date fair value of the awards by multiplying the number of units granted by the average of the high and low market prices of one share of AbbVie common stock on the award grant date.

In addition to the fees described in footnote (1), each non-employee director elected to or serving on the board of directors at the 20172019 annual stockholder meeting received under the AbbVie 2013 Incentive Stock Program vested restricted stock units with a target grant date value of $185,000.$190,000. In 2017,2019, this equated to 2,7702,419 restricted stock units (after rounding the award down to the nearest whole unit), with a reportable value of $184,981.$189,952. The non-employee directors receive cash payments equal to the dividends paid on the shares covered by the units at the same rate as other stockholders, but do not otherwise have access to the restricted stock units during their board service. Upon termination or retirement from the board, death, or a change in control of the company, a non-employee director will receive one common share for each restricted stock unit outstanding under the Incentive Stock Program.

The following AbbVie restricted stock units were outstanding as of December 31, 2017:2019: R. Alpern, 21,789;26,107; R. Austin, 29,452;33,770; W. Burnside, 13,230;17,548; B. Hart, 5,744;10,062; E. Liddy, 17,216;21,534; M. Meyer, 2,770;7,088; E. Rapp, 13,230;17,548; R. Roberts, 4,318; G. Tilton, 25,436;29,754; and F. Waddell, 13,230.17,548. These numbers include, where applicable, AbbVie restricted stock units issued with respect to Abbott Laboratories restricted stock units outstanding when AbbVie separated from Abbott on January 1, 2013.

(3)
No AbbVie stock options were outstanding as of December 31, 2017.2019.

(4)
The totals in this column include reportable interest credited under the AbbVie Non-Employee Directors' Fee Plan during 2017.2019.

(5)
Charitable contributions made by AbbVie's non-employee directors are eligible for a matching contribution (up to $25,000 annually). For 20172019 contributions, the AbbVie Foundation made charitable matching contributions on behalf of the following AbbVie directors: R. Alpern, $25,000; W. Burnside, $25,000; B. Hart, $25,000; M. Meyer, $25,000; E. Rapp, $25,000; R. Roberts, $24,800; G. Tilton, $25,000; and F. Waddell, $25,000. This column also includes reimbursement for certain taxes.

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Securities Ownership of Executive Officers and Directors

              The table below reflects the number of shares of AbbVie common stock beneficially owned as of January 31, 2018,2020, by each director and director nominee, the chief executive officer, the chief financial officer, and the three other most highly paid executive officers (NEOs), and by all directors director nominees and executive officers of AbbVie as a group. It also reflects the number of stock equivalent units and restricted stock units held by non-employee directors under the AbbVie Non-Employee Directors' Fee Plan.

Name
 Shares
Beneficially
Owned(1)(2)(3)

 Stock Options
Exercisable
within 60 days
of January 31, 2018

 Stock
Equivalent
Units

 Shares
Beneficially
Owned(1)(2)(3)

 Stock Options
Exercisable
within 60 days
of January 31, 2019

 Stock
Equivalent
Units

​ ​ ​ ​ ​ ​ 

R. Gonzalez

 279,337 366,260 0 334,589 770,199 0

R. Alpern

 21,789 0 5,721 26,107 0 6,933

R. Austin

 36,296 0 0 117,114 0 0

W. Burnside

 13,230 0 0 17,548 0 0

B. Hart

 5,744 0 0 10,062 0 0

E. Liddy

 18,351 0 19,664 22,669 0 24,692

M. Meyer

 2,770 0 0 7,088 0 0

E. Rapp

 15,498 0 12,391 30,662 0 16,872

R. Roberts

 0 0 0 4,318 0 0

G. Tilton

 32,786 0 29,229 42,504 0 32,020

F. Waddell

 15,230 0 0 19,548 0 0

W. Chase

 184,044 468,307 0

R. Michael

 10,913 45,086 0

L. Schumacher

 105,732 283,027 0 164,480 335,175 0

C. Alban

 155,187 432,554 0 168,319 525,299 0

M. Severino

 114,922 273,483 0 115,857 423,254 0

All directors and executive officers as a group(4)

 1,170,082 2,292,323 67,005 1,352,824 3,018,896 80,517

(1)
The table includes shares held in the executive officers' accounts in the AbbVie Savings Plan as follows: all executive officers as a group, 3,514.4,586. Each executive officer has shared voting power and sole investment power with respect to the shares held in his or her account.

(2)
The table includes restricted stock units held by the non-employee directors. The directors' units are payable in stock as described in footnote (2) to the Director Compensation table.

(3)
The table includes shared voting and/or investment power over shares as follows: R. Gonzalez, 5,500;7,615; G. Tilton, 350; W. Chase, 501; C. Alban, 40,442; and all directors and executive officers as a group, 50,666.88,457.

(4)
The directors director nominee and executive officers as a group own less than one percent of the outstanding shares of AbbVie.

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SECURITIES OWNERSHIP

Securities Ownership of Principal Stockholders

              The table below reports the number of shares of AbbVie common stock beneficially owned as of December 31, 20172019 by Capital Research Global Investors, BlackRock, Inc. and The Vanguard Group (directly or through subsidiaries), respectively, the only persons known to AbbVie to own beneficially more than 5% of AbbVie's outstanding common stock. It is based on information contained in Schedules 13G filed with the Securities and Exchange Commission by The Vanguard Group on February 12, 2020, by BlackRock, Inc. on February 5, 2020 and by Capital Research Global Investors on February 14, 2018 and by BlackRock, Inc. and by2020. The Vanguard Group on February 8, 2018. Capital Research Global Investors reported that it had sole voting power with respect to 193,010,7732,293,312 shares, shared voting power with respect to 402,994 shares, sole dispositive power with respect to 120,014,023 shares and shared dispositive power with respect to 2,560,697 shares. BlackRock, Inc. reported that it had sole voting power with respect to 83,787,858 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 193,010,77398,593,810 shares and shared dispositive power with respect to 0 shares. The Vanguard GroupCapital Research Global Investors reported that it had sole voting power with respect to 2,280,419 shares, shared voting power with respect to 346,720 shares, sole dispositive power with respect to 117,283,316 shares and shared dispositive power with respect to 2,569,246 shares. BlackRock, Inc. reported that it had sole voting power with respect to 87,493,57986,601,345 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 101,322,20186,602,693 shares and shared dispositive power with respect to 0 shares.

Name and Address of Beneficial Owner
 Shares Beneficially Owned
 Percent of Class
 Shares Beneficially Owned
 Percent of Class

Capital Research Global Investors
333 South Hope Street
Los Angeles, CA 90071



 
193,010,773 12.0%

The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355

 119,852,562 7.5%

 
122,574,720 8.3%

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055



 
101,322,201 6.3% 98,593,810 6.7%

Capital Research Global Investors
333 South Hope Street
Los Angeles, CA 90071



 
86,602,693 5.8%

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Compensation Discussion and Analysis

              This Compensation Discussion and Analysis (CD&A) describes the pay philosophy established for AbbVie's named executive officers (NEOs), the design of our compensation programs, the process used to examine performance in the context of executive pay decisions, and the performance goals and results for each NEO:

​ 
Richard A. Gonzalez Chairman of the Board and Chief Executive Officer
William J. ChaseRobert A. Michael Executive Vice President, Chief Financial Officer
Laura J. Schumacher Executive Vice President,Chairman, External Affairs General Counsel and Corporate SecretaryChief Legal Officer
Carlos Alban Executive Vice President,Chairman, Chief Commercial OperationsOfficer
Michael E. Severino Executive Vice President, Research & DevelopmentChairman and Chief Scientific OfficerPresident

              Although we describe our programs in the context of the NEOs, it is important to note that our programs generally have broad eligibility and therefore in most cases apply to employee populations outside the NEO group as well.

CD&A Table of Contents

              The CD&A is organized as follows:

I. Executive Summary 2529

Compensation Philosophy

 2529

Business Overview

 2529

Business Performance Highlights

 2630

Components of our Compensation Program

 3135

20172019 Performance Results

 3135

Stockholder Engagement

 3236

Compensation Program Governance Summary

 3338
II. Executive Compensation Process 3339

Commitment to Performance-Based Awards

 3339

Committee Process for Setting Total Compensation

 3339

Compensation Benchmarking

 3439

Role of the Compensation Consultant

 3439

Compensation Risk Oversight

 3440
III. Compensation Plan Elements 3540

Base Salary

 3540

Short-Term Incentives

 3540

Long-Term Incentives

 3843

Benefits

 3944

Employment Agreements

 4045

Excise Tax Gross-Ups

 4045

Change in Control Agreements

 4045
IV. Other Matters 4045

Stock Ownership Guidelines

 4045

Clawback Policy

 4146

Anti-Hedging and Anti-Pledging Policies

 4146

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I.    Executive Summary

Compensation Philosophy

              At AbbVie, the board of directors and management believe a well-designed compensation program should align executive interests with the drivers of stockholder returns and profitable growth, support achievement of the company's primary business goals to have a remarkable impact on patients' lives, and attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value. The board believes it has implemented a compensation program that appropriately balances short- and long-term strategic objectives and directly links compensation to stockholder value with more than three-fourths of the total direct compensation paid to NEOs tied to performance. The compensation program also supports the board's philosophy of paying fairly and equitably irrespective of gender and ethnicity.

Business Overview

              AbbVie's products are focused on treating conditions such as chronic autoimmune diseases in rheumatology, gastroenterology and dermatology; oncology, including blood cancers; virology, including hepatitis C virus and human immunodeficiency virus; neurological disorders, such as Parkinson's disease; metabolic diseases, including thyroid disease and complications associated with cystic fibrosis; pain associated with endometriosis; as well as other serious health conditions.

              Our AbbVie also has a pipeline includes more than 60 compounds or indicationsof promising new medicines in clinical development across such important medical specialties such as immunology, oncology and neuoscience,neuroscience, with additional targeted investmentinvestments in cystic fibrosis and women's health.

              In June 2019, AbbVie announced that it entered into a definitive transaction agreement under which AbbVie will acquire Allergan plc (AGN). Allergan is a global pharmaceutical leader focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world. Allergan markets a portfolio of brands and products primarily focused on key therapeutic areas including aesthetics, eye care, neuroscience, gastroenterology, and women's health.

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Business Performance Highlights

AbbVie has Delivered Robust Financial Results since SeparationInception

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              The measures set forth above were calculated as of December 31, 2017.2019.

  * Net revenues, diluted earnings per share and operating margin are adjusted to exclude certain specified items and are non-GAAP measures, which are reconciled in Appendix C.B. 



**


In February 2018, AbbVie increased its quarterly cash dividend by an additional 35 percent from $0.71 per share to $0.96 per share payable May 15, 2018 to stockholders of record at the close of business on April 13, 2018.


 

              AbbVie has delivered a strong compound annual growth rate (CAGR) since inception on adjusted net revenues and adjusted diluted earnings per share (EPS), placing AbbVie in the top quartile of its Health Care Peer Group. Additionally, AbbVie is committed to a robust return of capital to stockholders with an increase of 78%195% in its dividend since 2013 as part of a balanced and disciplined capital allocation program. In Febuary 2018, AbbVie increased its dividend by an additional 35%, resulting in a total dividend increase of 140% since AbbVie became an independent company. AbbVie's total stockholder return (TSR) since inception of 238.5% also places AbbVie at the top of its Health Care Peer Group, and more than 130 percentage points above the Standard & Poor's 500 Index and more than 168 percentage points above the NYSE Arca Pharmaceutical Index over the same time period.quarterly

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dividend since 2013 as part of a balanced and disciplined capital allocation program. AbbVie's total stockholder return (TSR) since inception of 240.2% also places AbbVie at the top of its Health Care Peer Group, and more than 78 percentage points above the Standard & Poor's 500 Index and more than 124 percentage points above the NYSE Arca Pharmaceutical Index over the same time period.

AbbVie also Delivered Strong Business Performance in 20172019

              AbbVie has built a strong foundation for its business and 20172019 was an exceptional year, as evidenced by a number of business highlights:

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              The graphs below illustrate AbbVie's growth of net revenue and diluted EPS in 20172019 versus 2016.2018.

GRAPHICGRAPHIC

  ** Net revenues and diluted earnings per share are adjusted for specified items including the impact of intangible asset amortization, and are non-GAAP measures, which are reconciled in Appendix C.B. 



**


Year-over-year growth in adjusted net revenues and EPS from 2018-2019 despite significant biosimilar competition for HUMIRA outside the United States.


 

Performance Relative to Peer Group

              AbbVie is in the top tier of its peers on several financial measures. The chart below outlines AbbVie's six-year performance relative to its Health Care Peer Group in 2017.Group.

GRAPHICGRAPHIC

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              In addition,2019, AbbVie has delivered industry-leading performance over the longer term,outperformed its Health Care Peer Group in most of these categories, as demonstrated in the chart below reflecting the company's three-year performance relative to its Health Care Peer Group.below.

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*Strong financial performance versus peers in 2019 despite significant biosimilar competition for HUMIRA outside the United States.

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Total Stockholder Return (TSR) Performance

              Over the five years since AbbVie's separation from Abbott, we haveSince becoming a public company in 2013, AbbVie has delivered a total stockholder return of 238.5%240.2%, which places usAbbVie at the top of ourits Health Care Peers and surpasses the cumulative total returns of the Standard & Poor's 500 Index and the NYSE Arca Pharmaceutical Index, as shown in the graph below. The graph covers the period from January 2, 2013 (the first day AbbVie's common stock began "regular-way" trading on the NYSE) through December 31, 2017.2019. The graph assumes $100 was invested in AbbVie common stock and each index on January 2, 2013 and also assumes the reinvestment of dividends. The stock price performance in the following graph is not necessarily indicative of future stock price performance.


Comparison of Cumulative Total Return since AbbVie's Launch

GRAPHIC

AbbVie is Positioned for Future Growth
GRAPHIC

              AbbVie is well-positioned to deliver strong top- and bottom-line performance through 2020 and beyond. The company has established growth platforms in some ofAbbVie's TSR for calendar year 2019 was 1.5%, which did not reflect the largest and most attractive market segments, including immunology, oncology, virology and neuroscience, and has built a compelling pipeline which will contribute significantly to future performance. AbbVie is committed to top-line growth and operating margin expansion. In October 2017, AbbVie reaffirmed its commitment to meet or exceed the long-term strategiccompany's top tier operational and financial objectives outlined in October 2015. These include an expectation to deliver annual double-digit adjusted EPS growth on average through 2020, company net revenues of approximately $37 billion in 2020, and an adjusted operating margin profile of 50 percent in 2020.performance. As the chart above indicates, despite this 1-year result, AbbVie's returns since launch significantly exceed industry comparisons.

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Components of our Compensation Program

              The compensation committee of the board oversees our executive compensation program, which includes several compensation elements that have each been tailored to incentivize and reward specific aspects of company performance the board believes are central to delivering long-term stockholder value. Key components of our compensation program are listed below.

GRAPHICGRAPHIC

              The committee is dedicated to ensuring that a substantial portion of executive compensation is "at-risk" and variable. Generally, more than three-fourths of our NEOs' total direct compensation is variable and directly affected by both the company's and the NEO's performance.

20172019 Performance Results

              The performance targets established under our annual and long-term incentive plans are rigorous and calibrated to a range of potential outcomes, with above target payouts for strong performance and below target payouts (including no payout) for below target performance. Targets are based on expected business, market and regulatory conditions, including expectations for our pipeline. The financial goals shown in the following table were carried by all of the NEOs as part of their 20172019 performance goals. The specific weightings for each NEO are established at the start of each performance year based on the NEO's role and anticipated contributions to the company's annual objectives. Financial goals are set rigorously; achievement of these targets has resulted in top-tier industry performance.

Financial Goals

Goal and Expected Result(1)
 2018 Actual
 2019 Target
 2019 Target vs.
2018 Actual

 2019 Actual
 2019 Actual vs.
2019 Target

A. Non-GAAP Net Revenues $32.3BN(2) $32.8BN 102% $33.3 BN(2) 101%
B. Non-GAAP Income Before Taxes $13.3BN(2) $14.1 BN 106% $14.7 BN(2) 104%
C. Adjusted Return on Assets 23.9% 30.3% 127% 30.5% 101%
D. Non-GAAP Operating Margin $14.4BN(2) $15.3BN 106% $15.8 BN(2) 103%

(1)
Results achieved reflect certain specified items, which are reconciled in Appendix B.

(2)
Evaluated on a constant currency basis.

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Financial Goals

Goal and Expected Result
 Result(1)
 Outcome
 Performance Against
Annual Goals

A. Non-GAAP Net Revenues of $28.1BN A. $28.1BN(2) Achieved 100%
B. Non-GAAP Income Before Taxes of $10.9BN B. $11.2BN Achieved Above Target 100%
C. Adjusted Return on Assets of 16.8% C. 17.0% Achieved Above Target 100%
D. Non-GAAP Operating Margin of $12.0BN D. $12.1BN Achieved Above Target 100%
E. HUMIRA Sales of $18.4BN E. $18.3BN(2) Achieved 99%

(1)
Results achieved reflect certain specified items, which are reconciled in Appendix C.

(2)
Net revenues and HUMIRA sales are evaluated on a constant currency basis.

              In addition to the financial goals set forth above, each of our NEOs also has individual performance goals that the committee reviews and ensures are appropriately rigorous and in line with the long-term success of the company. Each NEO achieved or exceeded his or her 20172019 goals, which are listed below:

Beginning in 2019, our NEOs also took formal 2019 goals aligned to protecting AbbVie's reputation as a top employer and ensuring its long-term sustainability by driving the company's culture in a manner consistent with our Principles.

Key achievements included, for example:

Stockholder Engagement

20172019 Say on Pay Results

              At our 20172019 Annual Meeting, the say on pay proposal received support from 95%over 91% of our stockholders. The board and compensation committee are encouraged by the continued, consistent stockholder support for our executive compensation program.

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              AbbVie is committed to regular, ongoing engagement with stockholders to ensure that we continue to understand stockholder feedback about our compensation program and incorporate that feedback into the compensation decision-making process. To that end, in 20172019 AbbVie approached and engagedreached out to stockholders holding approximately 40%45% of the company's outstanding shares. In these discussions, the aggregate feedback acknowledged the alignment of our executives' pay with AbbVie's performance and expressed support offor our compensation program, consistent with the level of stockholder support for our say on pay proposals since inception. The feedback informs the compensation

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committee's continuous assessment of the program design and ongoing discussions with stockholders, which contribute to the evolution of the program.

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Compensation Program Governance Summary

              In addition to strong alignment of pay with the performance of the company and our NEOs, we maintain and are committed to good governance practices, including the following:

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NewEXECUTIVE COMPENSATION

ü

Specific weightings for CEO annual incentive goals implemented

Ongoing

ü

Long-term incentive design emphasizing multiple, relative performance metrics and multi-year performance periods

Uses a multi-factor model for performance metrics

Incorporates relative total stockholder return

Dividends on outstanding equity awards are paid only at vesting and only on earned shares

ü

Majority of NEO compensation tied to long-term performance

ü

Short- and long-term incentive programs closely align pay with performance

ü

Annual incentive payout matrix used to define and cap the range for the committee's determinations (at or below the plan maximum of 200% of target)

ü

Robust stock ownership guidelines of 6x salary for CEO and 3x salary for NEOs

ü

Robust stock ownership guideline of 5x annual fees for non-employee directors

ü

NEOs must hold and not sell equity until the minimum stock ownership requirement is satisfied

ü

Double-trigger requirements for equity acceleration and other benefits in the event of a change in control

ü

No tax gross-ups in executive compensation program

ü

No duplication of performance metrics in short- and long-term incentives

ü

No repricing of stock options without express stockholder approval

ü

No employment contracts

ü

No guaranteed short-term incentives or equity awards

ü

Anti-hedging and anti-pledging policies

ü

Independent compensation consultant that performs no other work for the company

ü

Committee has broad discretion to claw back incentive awards in the unlikely event of a restatement of earnings

ü

Proactive stockholder engagement process

II.    Executive Compensation Process

Commitment to Performance-Based Awards

              More than three-fourthsThe majority of AbbVie's NEO pay is performance-based. Specific goals and targets are the foundation of our pay-for-performance process, and this section describes how they apply to each pay component. Though quantitative metrics such as financial and operational results are a central part of our performance assessment, some goals such as leadership and progress against strategic and long-term objectives are difficult to measure using numeric or formulaic criteria. As such, the compensation committee also conducts a qualitative assessment of individual performance to ensure the overall assessment of performance and pay decisions are aligned with the company's true performance over a period of time. The elimination of the performance-based compensation deduction under Code Section 162(m) has not altered the commitment of the company and the compensation committee to performance-based compensation principles. A discussion of the decision-making criteria for each pay component follows.

Committee Process for Setting Total Compensation

              Each February, the committee, with the assistance of its independent compensation consultant and AbbVie's management team, determines pay levels for NEOs. The process starts with a consideration of compensation levels and the mix of compensation for comparable executives at companies in AbbVie's Health Care Peer Group, which are listed

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below in the section captioned "Compensation Benchmarking." After this benchmark review, the committee establishes NEO compensation—base salary adjustments, annual incentive awards, and long-term incentive awards—relative to the peer median in each instance. Awards can be differentiated from the peer compensation levels based on each NEO's individual performance, leadership, and contributions to AbbVie's business and strategic performance.

Compensation Benchmarking

              To provide the appropriate context for executive pay decisions, the committee, in consultation with its independent compensation consultant, assesses the compensation practices and pay levels of AbbVie's Health Care Peer Group. The committee chooses to focus on the Health Care Peer Group because its constituents share important characteristics with AbbVie, particularly the global emphasis on research-based pharmaceuticals and biopharmaceutical therapies and the regulatory environment within which they operate. Members of the Health Care Peer Group are AbbVie's primary competitors for executive talent and are companies the committee believes chiefly represent our competitive market:

Health Care Peer Group
Amgen, Inc.
Bristol-Myers Squibb Company
Eli Lilly and Company  
Gilead Sciences, Inc.  
GlaxoSmithKline plc  
Johnson & Johnson  
Merck & Company, Inc.  
Novartis AG  
Pfizer Inc.  

Role of the Compensation Consultant

              The compensation committee has engaged Compensation Advisory Partners as its independent compensation consultant. The committee's independent consultant reports directly to the chair of the committee. The consultant meets regularly, and as needed, with the committee in executive sessions, has direct access to the chair during and between meetings, and performs no other services for AbbVie or its senior executives. The committee determines what variables it will instruct its consultant to consider, which include: peer groups against which performance and pay should be examined, metrics to be used to assess AbbVie's performance, competitive incentive practices in the marketplace, and compensation levels relative to market benchmarks.

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Compensation Risk Oversight

              The company has established, and the compensation committee endorses, several controls to address and mitigate compensation-related risk, such as employing a diverse set of performance metrics, maintaining robust stock ownership guidelines for its executives and non-employee directors, and retaining broad discretion to recover incentive awards in the unlikely event that incentive plan award decisions are based on earnings that are subsequently restated. The committee, in collaboration with its independent compensation consultant, identified no material risks in AbbVie's compensation programs in 2017.2019.

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III.    Compensation Plan Elements

              Three primary components make up AbbVie's executive pay program: (1) base salary, (2) short-term incentives and (3) long-term incentives. The structure of each component is tailored to serve a specific function and purpose.

CEO Pay Mix All Other NEO Average Pay Mix

GRAPHICGRAPHIC

 

GRAPHICGRAPHIC

Base Salary

              The compensation committee sets appropriate levels of base salary to ensure that AbbVie can attract and retain a leadership team that will continue to meet our commitments to customers and patients and sustain long-term profitable growth for our stockholders. Generally, the committee considers the median of the Health Care Peer Group as an initial benchmark, but also references additional information as needed. Specific pay rates are then established for each NEO relative to his or her market benchmark based on the NEO's performance, experience, unique skills, internal equity with others at AbbVie, and the company's operating budget.

Short-Term Incentives

Performance Incentive Plan

              Annual cash incentives are paid to NEOs through AbbVie's Performance Incentive Plan (PIP), which rewards executives for achieving key financial and non-financial goals that are measured at the company and individual levels. For NEO awards granted before November 2017, the PIP is intended to comply with the requirements of Internal Revenue Code Section 162(m) for performance-based compensation. The compensation committee may define and cap such PIP awards below the maximum amounts allowed by Code Section 162(m) (as applicable), and is guided by the use of a formal annual incentive payout matrix that establishes a potential range of final incentive outcomes based on net revenues and operating margin performance. All NEOs carry a target incentive amount set as a percentage of their base salary. Mr. Gonzalez's target is 150% of base salary and the other NEOs' targets are 110% of base salary. Determining award amounts is a multi-step process. First, financial and individual goals are evaluated and scored, resulting in a preliminary award amount of up to 100% of target only. To determine final awards, the CEO and the compensation

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committee use the payout matrix to define and cap the range in making final determinations. This process is more fully described below:


Illustration of 2017 Incentive Calculation

GRAPHIC

              While the compensation committee relies heavily on objective, quantitative metrics to determine PIP awards, the performance review also includes a qualitative element to ensure the review is comprehensive and inclusive of all individual, strategic, and leadership goals for which assessment is not solely dictated by numeric or formulaic applications. Moreover, while each participant has predetermined goals, the committee also considers relative achievements and/or developments in the company, the marketplace, and the global economy that could not have been foreseen when individual goals were established.

              In 2017 all financial and strategic goals were materially achieved, resulting in performance scores between 99% and 100% of target. Final awards above 100% of target are determined at the February meeting based on company performance (the extent to which performance exceeds targets), the recommendation of the CEO (for NEOs other than himself), and the support of the compensation committee. For 2017, net revenue performance was 100% compared to plan, while income before taxes was 103% compared to plan. As a result of this performance, the annual incentive payout matrix capped the annual incentives at 175% of target, below the plan maximum of 200% of target and the Code Section 162(m) cap. This resulted in final awards of 175% of target, consistent with the high level of performance achieved in 2017 and within the outcome range established by the payout matrix.

Annual Incentive Payout Matrix
Target
Outcome
Range
​ ​ ​ 

Net Revenues

$28.1 BN$28.1 BN0% to 200% of target

Income Before Taxes

$10.9 BN$11.2 BN0% to 200% of target

Payout Matrix ResultMaximum 175% of target

Annual Metrics and Goal Assessment

AbbVie's PIP structure is intendeddesigned to align NEOs' interests directly with AbbVie's annual operating strategies to advance our mission, financial goals, and leadership behaviors. In doing so, it provides a direct link between the NEOs' short-term incentives and the company's and the NEOs' annual performance results through measurable financial and operational performance andfollowed by qualitative assessments of clearly defined strategic progress and leadership behaviors. The compensation committee approves pre-established goals

              NEO target incentive amounts are set as a percentage of base salary. Mr. Gonzalez's target is 150% of base salary. For the 2019 performance year, the target for the other NEOs range from 110% to 125% of base salary, based on the positions they held at the beginningtime their performance goals were established. The maximum potential payout under the PIP is capped at 200% of each year. The qualitative assessment reflects NEOs' overall leadership, progress on strategic initiatives, advancement of the pipeline, and enhancement of AbbVie's biopharmaceutical culture.target for all participants.

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              TheDetermining actual incentive amounts is a multi-step process. First, an initial performance score is calculated for each NEO based on performance against weighted financial and strategic/leadership goals. This performance score results in a preliminary award amount of up to 100% of target only. Final awards are determined by the compensation committee based on a qualitative assessment of holistic performance. A formal payout matrix based on net revenues and operating margin guides the committee by capping the range of final awards at or below the plan maximum of 200% of target. This process is more fully described below:


Illustration of 2019 Incentive Calculation

GRAPHIC

Initial Performance Score

              Initial performance scores are calculated for each NEO based on performance against weighted financial and strategic/leadership goals. The goals and their respective weightings are summarized in the chart below. The specific goals and weightings for each NEO (including the CEO) are established at the start of each performance year based on the NEO's role and anticipated contributions to the company's annual objectives.


 Income
Before
Taxes

 Net Revenues,
Operating Margin,
HUMIRA Sales and
Return on Assets

 R&D/
Biosimilars

 Business
Development

 Other
 Income
Before
Taxes

 Net Revenues,
Operating Margin,
and Return on Assets

 R&D/
Innovation

 Business
Development

 Reputation/
Sustainability

 Other
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 

Richard A. Gonzalez

 20% 60% 20%   20% 60% 10%  10% 

William J. Chase

 20% 60%   10% 10%

Robert A. Michael

 20% 60%   10% 10%  

Laura J. Schumacher

 20% 20% 30% 10% 20% 20% 20% 10% 10% 10% 30%

Carlos Alban

 20% 50%     30% 20% 50%     10% 20%

Michael E. Severino

 20% 20% 50% 10%  20% 20% 40% 10% 10% 

              Assessments of performance against financial results consider the effect of specified adjustments and/or unusual or unpredictable events, and the appropriateness of these adjustments is reviewed annually by the committee. In 2017,2019, specified adjustments consisted ofincluded intangible asset amortization, acquisition-related costs, milestones and other research and development expenses, acquired in process research and development, change in fair value of contingent consideration, tax-related items,Reata divestiture, litigation reserves, intangible asset impairment,matters, a tax audit settlement, restructuring, and other items, as described in Exhibit 99.1 to AbbVie's Form 8-K filed on January 26, 2018.February 7, 2020.

2017 PIP AwardsAnnual Incentive Payout Matrix and Final Committee Decisions

 
 Target
Award

 Actual Award
Paid

 Actual Award
as a % of
Target

​ ​ ​ 

Richard A. Gonzalez

 $2,475,000 $4,331,250 175%

William J. Chase

  1,116,885 1,954,549 175%

Laura J. Schumacher

 1,116,885 1,954,549 175%

Carlos Alban

  1,049,268 1,836,219 175%

Michael E. Severino

 1,117,182 1,955,069 175%

              The annual incentive payout matrix establishes a potential range of final incentive outcomes based on net revenues and operating margin performance. For 2019, actual net revenue performance was 101% compared to target,

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while actual income before taxes was 104% compared to target. As a result of this performance, the annual incentive payout matrix capped the annual incentives at 175% of target, below the plan maximum of 200% of target.

Annual Incentive Payout Matrix(1)
 2018 Actual
 2019 Target
 2019 Target vs.
2018 Actual

 2019 Actual
 2019 Actual vs.
2019 Target

​ ​ ​ ​ ​ 

Non-GAAP Net Revenues

 $32.3BN(2) $32.8BN 102% $33.3BN(2) 101%

Non-GAAP Income Before Taxes

 $13.3BN(2) $14.1BN 106% $14.7BN(2) 104%
​ ​ ​ ​ ​ 

  2019 Payout Matrix Result Capped at 175% of target
(below 200% plan maximum)
(1)
Results achieved reflect certain specified items, which are reconciled in Appendix B.

(2)
Evaluated on a constant currency basis.

              Final awards are determined by the compensation committee based on a qualitative assessment of holistic performance. While the committee relies heavily on objective, quantitative metrics to determine PIP awards, this qualitative element ensures the review is comprehensive and includes all individual, strategic, and leadership goals for which assessment is not dictated solely by numeric or formulaic applications. Moreover, while each participant has predetermined goals, the committee also considers relative achievements and/or developments in the company, the marketplace, and the global economy that could not have been foreseen when individual goals were established.

 
 Target
Award

 Actual Award
Paid

 Actual Award
as a % of
Target

​ ​ ​ 

Richard A. Gonzalez

 $2,475,000 $4,335,000 175%

Robert A. Michael

  1,045,000 1,800,000 172%

Laura J. Schumacher

 1,421,400 2,400,000 169%

Carlos Alban

  1,421,400 2,400,000 169%

Michael E. Severino

 1,673,750 2,400,000 143%

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Long-Term Incentives

              The LTI program design aligns AbbVie's long-term incentive compensation with key operational and financial initiatives, including sustained EPS growth and generation of superior investment returns relative to peers. In 2017,2019, NEOs received annual grant LTI awards with the following characteristics:


Long-Term Incentive Program




Award Type
Metric
Performance Period
40% Performance SharesEPS 3-Year Relative TSR Modifier3 Years
40% Performance-Vested Restricted StockRelative Return on Equity3 Years
20% Non-Qualified Stock OptionsStock Price Appreciation10-year term

Performance Share and Performance-Vested Restricted Stock Performance Targets and Results

              Performance targets and results associated with the 20172019 annual grant awards of performance shares and performance-vested restricted stock are shown below. Total shareholder return results are in progress; these results and their impact on final payout will be disclosed following the completion of the three-year performance period.

 
 
 
 
 
Performance Objective
Target
Result
Impact on Payout
Threshold
Target
Maximum
Result
Impact on Payout

Adjusted Diluted EPS

$5.49$5.60173.3%

Adjusted Diluted EPS(1)

$8.65$8.70$8.85$8.94200%

Relative TSR

Relative TSR is measured over a 3-year performance period and used as a modifierRelative TSR is measured over a 3-year performance period and used as a modifier

Relative ROE

75th - 90th percentile> 90th percentile150%50th - 75th
percentile

75th - 90th
percentile

>90th
percentile

>90th
percentile

150%
(1)
Diluted earnings per share is adjusted to exclude certain specified items and is a non-GAAP measure, which is reconciled in Appendix B.

              AbbVie's policy with respect to its annual equity award for all eligible employees, including the NEOs, is to grant the award and set the grant price at the compensation committee's regularly scheduled February meeting each year.

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These meeting dates generally are the third Thursday of February and are scheduled two years in advance. The grant price is the average of the highest and lowest trading prices of a common share on the date of the grant (rounded up to the next even penny). The grant price for the 20172019 annual grant was $61.36.$79.02. The high, low and closing prices of an

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AbbVie common share on the grant date (February 16, 2017)21, 2019) were $61.91, $60.81,$79.91, $78.10, and $61.48,$78.75 respectively. All LTI awards are subject to a minimum vesting period of 12 months.

              AbbVie granted performance shares in 2017 that were subject to a 3-year performance cycle that ended December 31, 2019. The table below describes the performance objectives, outcomes, and shares earned.







Performance Objective
Threshold
Target
Maximum
Actual
Performance
Modifier


Relative TSR

15 pts below
index

Equal to index
performance

15 pts above
index

11.2 pts above
index

120%

Benefits

              Benefits are an important part of retention and capital preservation for all employees, helping to protect against the impact of unexpected catastrophic loss of health and/or earnings potential, as well as providing a means to save and accumulate for retirement or other post-employment needs.

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

Retirement Benefits

              All eligible U.S. employees, including NEOs, participate in the AbbVie Pension Plan, the company's principal qualified defined benefit plan. NEOs and certain other employees also participate in the AbbVie Supplemental Pension Plan. These plans are described in greater detail in the section of this proxy statement captioned "Pension Benefits."

              The Supplemental Pension Plan is a non-qualified defined benefit plan that cannot be secured in a manner similar to a qualified plan, for which assets are held in trust, so eligible NEOs receive an annual cash payment equal to the increase in the present value of their Supplemental Pension Plan benefit. Eligible NEOs have the option of depositing the annual payment into an individually established grantor trust, net of tax withholdings. Deposited amounts may be credited with the difference between the NEO's actual annual trust earnings and the rate used to calculate trust funding (currently 8 percent). Amounts deposited in the individual trusts are not tax-deferred and the NEOs personally pay the taxes on those amounts without gross-ups.

              The manner in which the grantor trust assets are to be distributed to an NEO upon retirement from the company generally follows the distribution method elected by the NEO under the AbbVie Pension Plan. If an NEO (or the NEO's surviving spouse, depending on the pension distribution method elected by the NEO under the AbbVie Pension Plan) lives beyond the actuarial life expectancy age used to determine the Supplemental Pension Plan benefit, and therefore exhausts the trust balance, the Supplemental Pension Plan benefit will be paid to the NEO (or his or her surviving spouse) by AbbVie.

Savings Plans

              All U.S. employees, including NEOs, are eligible to defer a portion of their annual base salary under the AbbVie Savings Plan, the company's principal qualified defined contribution plan, up to the IRS contribution limits. Eligible NEOs also may defer up to 18 percent of their base salary, less contributions to the AbbVie Savings Plan, to the AbbVie Supplemental Savings Plan, which is a non-qualified defined contribution plan. Eligible NEOs 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

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established grantor trusts, net of tax withholdings. These amounts are credited annually with earnings. Amounts deposited in the individual trusts are not tax-deferred and the NEOs personally pay the taxes on those amounts without gross-ups.

              NEOs 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. These arrangements are described in greater detail in this proxy statement beginning with the section captioned "Summary Compensation Table."

Financial Planning

              NEOs are paid an annual stipend of $10,000 for estate planning advice, tax preparation and general financial planning fees. The stipend is income to the NEO, who is responsible for payment of all resulting taxes without gross-ups.

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Company-Provided Transportation

              NEOs are eligible for transportation perquisites that are designed to improve the effectiveness and efficiency of their work, including the use of a company-leased vehicle and access to company-provided air travel, as appropriate. In some circumstances, these benefits may be used for personal travel, which would then be considered part of the NEO's total compensation and treated as taxable income to them under applicable tax laws. The NEOs pay the taxes on such income without gross-ups.

Disability Benefits

              In addition to AbbVie's standard disability benefits, NEOs are eligible for a monthly long-term disability benefit, which is described on page 5660 of this proxy statement.

Employment Agreements

              AbbVie does not have employment agreements with any of its NEOs.

Excise Tax Gross-ups

              AbbVie does not provide excise tax gross-ups on NEO compensation.

Change in Control Agreements

              AbbVie has entered into change in control agreements with its NEOs 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 to protect the earned benefits of the NEOs against potential adverse changes resulting from a change in control.

              The change in control agreements contain a double-trigger feature, meaning that if the NEO's employment is terminated other than for cause or permanent disability, or if the NEO elects to terminate employment for good reason, within two years following a change in control, he or she is entitled to receive certain pay and benefits as described in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control."

IV.    Other Matters

Stock Ownership Guidelines

              AbbVie's stock ownership guidelines are designed to further promote sustained stockholder return and to ensure the company's senior executives remain focused on both short- and long-term objectives. Each senior executive has five years from the date of election or appointment to his or her position to achieve the ownership level associated with his

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or her position. NEOs are not allowed to sell stock, except for tax withholding at vesting or exercise, if they do not satisfy the minimum stock ownership requirement. The minimum stock ownership guidelines for the CEO and other NEOs are as follows:




Executive
Stock Ownership Requirement
Requirement Met?
Richard A. Gonzalez6x Base SalaryYes
William J. ChaseRobert A. Michael3x Base SalaryYes
Laura J. Schumacher3x Base SalaryYes
Carlos Alban3x Base SalaryYes
Michael E. Severino3x Base SalaryYes

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              In addition, AbbVie's non-employee directors are required to own AbbVie stock valued at five times (5x) the annual fee for service as a director under the AbbVie Non-Employee Directors' Fee Plan within five years of joining the board or as soon as practicable thereafter.

Clawback Policy

              While theThe committee does not anticipate there would ever be circumstances where a restatement of earnings upon which any incentive plan award decisions were based would occur or circumstances where an executive officer engages in misconduct that would constitute a material breach of the AbbVie Code of Business Conduct. Nevertheless, the committee, in evaluating such circumstances, has broad discretion to take all actions necessary to protect the interests of stockholders, up to and including actions to recover such incentive awards. Further, the company is committed to disclosing in its annual proxy statement the occurrence of any recoupment regarding an executive officer when the underlying violation has already been publicly disclosed in company filings with the SEC. For more details, AbbVie's Code of Business Conduct is available in the corporate governance section of AbbVie's investor relations website at www.abbvieinvestor.com.

Anti-Hedging and Anti-Pledging Policies

              AbbVie has a formal policy that prohibits directors and officers subject to Section 16 of the Exchange Act, including all of the NEOs, from entering into or engaging in the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold. AbbVie also has a formal policy that prohibits directors and officers subject to Section 16 of the Exchange Act, including all of the NEOs, from pledging AbbVie common stock as collateral for a loan.

              In addition, the AbbVie Incentive Stock Program provides that no long-term incentive award may be assigned, alienated, sold or transferred other than by will or by the laws of descent and distribution or as permitted by the compensation committee for estate planning purposes, and no award and no right under any award may be pledged, alienated, attached or otherwise encumbered. All members of senior management, including the company's NEOs and certain other employees, are required to clear any transaction involving company stock with the Legal department prior to entering into such transaction.

Compensation Committee Report

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

Compensation Committee

              E. Liddy, Chairman, R. Austin, G. Tilton, and F. Waddell

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Compensation Risk Assessment

              During 2017,2019, in collaboration with the compensation committee's independent compensation consultant, AbbVie conducted an in-depth risk assessment of its compensation policies and practices, including those related to executive compensation programs for NEOs. The risk assessment included a quantitative and qualitative analysis of AbbVie's executive compensation programs and broader employee incentive compensation plans. AbbVie also considered how these programs compare, from a design perspective, to programs maintained by other companies. Based on this assessment, it was determined that AbbVie's executive compensation programs are balanced and appropriately incent employees, and any risks arising from the compensation policies and practices are not reasonably likely to have a material adverse effect on AbbVie. The following factors were among those considered in making this determination:

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              The risk assessment results were presented to the compensation committee by its independent compensation consultant.

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Summary Compensation Table

              This section contains compensation information for AbbVie's NEOs for the fiscal year ended December 31, 2017.2019. The following table summarizes compensation awarded to, earned by and/or paid to AbbVie's NEOs in connection with their service to AbbVie during 2017, 20162019, 2018 and 2015,2017, as applicable. Mr. Michael was not an NEO before 2018. The section of this proxy statement captioned "Compensation Plan Elements" describes in greater detail the information reported in this table.

Name and Principal Position
 Year
 Salary
($)

 Bonus
($)

 Stock
Awards
($)(1)

 Option
Awards
($)(2)

 Non-Equity
Incentive
Plan
Compensation
($)(3)

 Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(4)(5)

 All Other
Compensation
($)(6)

 Total
($)

 Year
Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(2)

Non-Equity
Incentive
Plan
Compensation
($)(3)

Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(4)(5)

All Other
Compensation
($)(6)

Total
($)

Richard A. Gonzalez 2017 $1,638,462 $0 $9,606,360 $2,559,270 $4,331,250 $3,496,704 $993,197 $22,625,243 2019$1,650,000$0$8,887,088$2,246,253$4,335,000$3,366,720$1,125,537$21,610,598

Chairman of the Board and

 2016 1,600,000 0 9,318,854 2,360,323 3,600,000 3,232,531 859,216 20,970,924 20181,650,000011,509,0902,760,7643,898,125463,2051,002,40321,283,587

Chief Executive Officer

 2015 1,588,461 0 9,747,455 3,259,808 2,976,000 2,447,316 791,063 20,810,103 20171,638,46209,606,3602,559,2704,331,2503,496,704993,19722,625,243
William J. Chase 2017 1,008,526 0 3,681,906 980,980 1,954,549 4,223,300 195,332 12,044,593 
Robert A. Michael2019906,86502,704,766683,6431,800,0002,622,10855,4718,772,853

Executive Vice President,

 2016 979,369 0 3,483,919 882,450 1,626,000 1,697,232 162,406 8,831,376 2018553,6540724,041173,724950,000679,53237,9373,118,888

Chief Financial Officer

 2015 950,385 0 3,298,795 1,103,269 1,358,300 739,381 163,664 7,613,794          
Laura J. Schumacher 2017 1,008,526 0 7,681,631(7)980,980 1,954,549 2,957,506 396,164 14,979,356 20191,176,53803,400,155859,4292,400,0006,579,440727,22515,142,787

Executive Vice President,

 2016 979,369 0 2,864,483 725,663 1,626,000 1,627,686 394,498 8,217,699 

External Affairs, General Counsel and Corporate Secretary

 2015 951,538 0 3,073,930 1,028,071 1,358,300 504,413 390,089 7,306,341 

Vice Chairman, External Affairs

20181,043,58204,134,594991,7201,954,5492,739,969518,74511,383,159

and Chief Legal Officer

20171,008,52607,681,631980,9801,954,5492,957,506396,16414,979,356
Carlos Alban 2017 947,469 0 3,522,250 938,350 1,836,219 4,832,949 257,751 12,334,988 20191,176,53803,091,161781,3052,400,0006,456,803500,28314,406,090

Executive Vice President,

 2016 920,077 0 2,916,922 738,798 1,510,000 1,884,312 246,809 8,216,918 

Global Commercial Operations

 2015 888,461 0 3,036,257 1,015,522 1,200,000 696,390 213,009 7,049,639 

Vice Chairman, Chief Commercial

20181,016,52604,005,388961,2161,836,219821,930341,8008,983,079

Officer

2017947,46903,522,250938,3501,836,2194,832,949257,75112,334,988
Michael E. Severino 2017 1,004,460 0 3,681,906 980,980 1,955,069 653,582 119,279 8,395,276 20191,330,00003,199,248808,6422,400,0001,525,091245,4679,508,448

Executive Vice President,

 2016 960,969 0 3,359,376 850,908 1,596,000 375,080 101,530 7,243,863 

Research & Development and
Chief Scientific Officer


 
2015 918,077 0 3,111,604 1,040,621 1,238,700 228,599 66,204 6,603,805 

Vice Chairman and President

20181,100,60504,176,0371,002,1051,818,200359,057151,3558,607,359

20171,004,46003,681,906980,9801,955,069653,582119,2798,395,276

(1)
In accordance with Securities and Exchange Commission (SEC) rules, the amounts in this column represent the aggregate grant date fair value of the awards determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. AbbVie generally determines the grant date fair value of stock awards by multiplying the number of shares granted by the average of the high and low market prices of one share of AbbVie common stock on the award grant date. The grant date fair value of performance shares with a TSR market condition are determined using the Monte Carlo simulation model.

(2)
In accordance with SEC rules, the amounts in this column represent the aggregate grant date fair value of the awards determined in accordance with FASB ASC Topic 718. These amounts were determined as of the option 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 SEC 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 weighted-average assumptions used to estimate the grant date fair value of options granted in 2017,2019, along with the weighted-average grant date fair value, are shown below:
 
  
Assumption
  

Risk-free interest rate

 2.11%2.51%

Average life of options (years)

 6.05.6   

Volatility

 25.67%27.94%

Dividend yield

 4.08%4.99%

Fair value per stock option

 $9.8012.54   
(3)
The compensation reported in this column for 20172019 was earned as a performance-based incentive award pursuant to the AbbVie Performance Incentive Plan. Additional information regarding the plan can be found in the Compensation Plan Elements section of this proxy statement.

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(4)
The plan amounts shown below are reported in this column, except as described in this paragraph. The amounts shown beside each NEO's name are for 2017, 20162019, 2018, and 2015,2017, respectively, as applicable. Negative amounts under the AbbVie Pension Plan and the AbbVie Supplemental Pension Plan are excluded from this column in accordance with SEC rules.


AbbVie Pension Plan


R. Gonzalez: $(38,501)$(8,305) / $(70,521)$(111,651) / $45,413; W. Chase: $234,110$(38,501); R. Michael: $246,392 / $74,428 / $(20,261)$(46,048); L. Schumacher: $170,782$318,167 / $86,510$72,009 / $(11,019);$170,782; C. Alban: $296,728$353,675 / $98,476$(33,817) / $(10,940);$296,728; and M. Severino: $37,394$57,916 / $22,663$11,833 / $15,872.$37,394.


AbbVie Supplemental Pension Plan


R. Gonzalez: $3,157,627$2,485,115 / $3,016,444$(1,790,327) / $2,230,380; W. Chase: $3,759,943$3,157,627; R. Michael: $2,375,716 / $1,463,791 / $676,623;$725,580; L. Schumacher: $2,244,142$5,040,017 / $1,093,415$2,027,233 / $218,282;$2,244,142; C. Alban: $4,195,321$5,265,442 / $1,520,208$432,490 / $541,349;$4,195,321; and M. Severino: $535,907$1,127,049 / $306,868$210,855 / $196,191.$535,907.


The changes in pension value result primarily from the following factors: (i) the effect of changes in the actuarial assumptions AbbVie uses to calculate plan liability for financial reporting purposes; (ii) additional pension benefit accrual under the Pension Plan and the Supplemental Pension Plan; and (iii) the impact of the time value of money on the pension value.


Non-Qualified Defined Contribution Plan Earnings


The totals in this column include reportable interest credited under the AbbVie Performance Incentive Plan and the AbbVie Supplemental Savings Plan.


R. Gonzalez: $377,578$889,910 / $286,608$463,205 / $171,523; W. Chase: $229,247 / $159,013 / $83,019;$377,578; L. Schumacher: $542,582$1,221,256 / $447,761$640,727 / $297,150;$542,582; C. Alban: $340,900$837,686 / $265,628$423,257 / $165,981;$340,900; and M. Severino: $80,281$340,126 / $45,549$136,369 / $16,536.$80,281.

(5)
The amounts shown in this column include the change in pension value during the applicable year, which is attributable to changes in actuarial assumptions (primarily discount rate and mortality tables) and other factors based on plan design (primarily pay, service and age).


The present value of a pension benefit is determined, in part, by the discount rate used for accounting purposes. The discount rate is determined by reference to the prevailing market rate of interest. In 2017,2019, interest rates decreased and the discount rates used for the Pension Plan and the Supplemental Pension Plan were decreased to reflect that change. A decrease in the discount rate increases the present value of participants' pension benefits while actual payments to be made to participants are not changed. The discount rate used for 20172019 was 3.91%3.56% for the Pension Plan and 3.87%3.51% for the Supplemental Pension Plan. The discount rate used for 20162018 was 4.67%4.62% for the Pension Plan and 4.59%4.58% for the Supplemental Pension Plan, while the discount rate used for 20152017 was 4.93%3.91% for the Pension Plan and 4.83%3.87% for the Supplemental Pension Plan. The mortality assumptions that apply for actuarial purposes also affect pension values.


In addition to the effect of the changes in actuarial assumptions, other factors built into the plans contributed to the change in pension value. The change in pension value numbers reflect the application of the benefit formulas under the Pension Plan and the Supplemental Pension Plan, which are described in the section of this proxy statement captioned "Pension Benefits." As participants' pay changes, the formulas yield revised pension values. Furthermore, as a participant ages and service credit accumulates year over year (before the participant is eligible for unreduced pension benefits), the present value of his or her pension benefits increases, even without changes in pay or actuarial assumptions.

(6)
The amounts shown below are reported in this column for 2017, 2016,2019, 2018 and 2015,2017, respectively, as applicable.


Earnings for Non-Qualified Defined Benefit and Non-Qualified Defined Contribution Plans


R. Gonzalez: $159,056$372,310 / $149,512$246,041 / $120,030; W. Chase: $109,261 / $84,680 / $75,830;$159,056; L. Schumacher: $304,784$621,724 / $310,138$420,337 / $280,224;$304,784; C. Alban: $182,139$412,229 / $173,948$266,141 / $142,584;$182,139; and M. Severino: $34,853$135,497 / $20,104$66,157 / $437.$34,853.


Each of the NEOs' awards under the AbbVie Performance Incentive Plan is paid in cash to the NEO on a current basis and, for eligible NEOs, may be deposited into a grantor trust established by the NEO, net of maximum tax withholdings. Each of the eligible NEOs has also established grantor trusts in connection with the AbbVie Supplemental Pension Plan and the AbbVie Supplemental Savings Plan. These amounts include earnings net of the reportable interest included in footnote (4).


Employer Contributions to Defined Contribution Plans


R. Gonzalez: $81,923 / $80,000 / $79,423; W. Chase: $50,426 / $48,968 / $47,519; L. Schumacher: $50,426 / $48,968 / $47,577; C. Alban: $47,373 / $46,004 / $44,423; and M. Severino: $50,223 / $48,048 / $45,904.

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Employer Contributions to Defined Contribution Plans


R. Gonzalez: $82,500 / $82,500 / $81,923; R. Michael: $14,000 / $13,750; L. Schumacher: $58,827 / $52,179 / $50,426; C. Alban: $58,827 / $50,826 / $47,373; and M. Severino: $66,500 / $55,030 / $50,223.


These amounts include AbbVie contributions to the AbbVie Savings Plan and the AbbVie Supplemental Savings Plan, as applicable. The Supplemental Savings Plan permits eligible NEOs to contribute amounts in excess of the annual limit set by the Internal Revenue Code for employee contributions to 401(k) plans up to the excess of (i) 18 percent of their base salary over (ii) the amount contributed to AbbVie's tax-qualified 401(k) plan. AbbVie matches participant contributions at the rate of 250 percent of the first 2 percent of compensation contributed to the plan. The eligible NEOs have these amounts paid to them in cash on a current basis and deposited into a grantor trust established by the NEO, net of maximum tax withholdings.


Other 20172019 Compensation


The totals shown in the table include the cost of providing a corporate automobile less the amount reimbursed by the NEO: R. Gonzalez: $20,886; W. Chase: $20,871;$20,944; R. Michael: $31,471; L. Schumacher: $17,445;$19,755; C. Alban: $18,238;$19,227; and M. Severino: $17,403.$20,834. AbbVie imputes income to the NEO, if required, and the NEO pays taxes in accordance with tax regulations without gross-ups.


The totals shown in the table include a $10,000 financial planning services allowance for each NEO. AbbVie imputes income to the NEO, if required, and the NEO pays taxes in accordance with tax regulations without gross-ups.


The totals shown in the table include the following costs for non-business-related air travel: R. Gonzalez: $592,030; W. Chase: $4,773;$547,549; L. Schumacher: $13,508;$16,918; and M. Severino $6,800.$12,636. AbbVie determines the incremental cost for flights based on the direct cost to AbbVie, including fuel costs, parking, handling and landing fees, catering, travel fees, and other miscellaneous direct costs. AbbVie imputes income to the NEO, if required, and the NEO pays taxes in accordance with tax regulations without gross-ups.


For Mr. Gonzalez, the total includes $129,302$92,235 for costs associated with security, determined based on AbbVie's actual costs for such services. The security was provided on the recommendation of an independent security study and in accordance with the AbbVie security program. AbbVie imputes income to Mr. Gonzalez, if required, and he pays taxes in accordance with tax regulations without gross-ups.


The NEOs also are eligible to participate in an executive disability benefit, which is described on page 5660 of this proxy statement.

(7)
As detailed in the 2017 Grants of Plan-Based Awards section of this proxy statement, this total includes the grant date fair value of the annual long-term incentive award and a performance share award that has the potential to vest at 0% to 275% of target, in five tranches, during a five-year performance period based on achievement of specified strategic milestones and approval by the compensation committee.

Required Pay Ratio Disclosure

              As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Richard Gonzalez. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Regulation S-K Item 402(u). The ratio of Mr. Gonzalez's annual total compensation for 2017,2019, as reported in the Summary Compensation Table in this proxy statement, to the median employee annual total compensation determined on the same basis was 144:139:1. For 2017,2019, the annual total compensation of our median employee (other than Mr. Gonzalez) was $157,347.$155,885. To identify the median employee, we prepared a list of all active AbbVie employees throughout the world as of December 28, 2017.27, 2019. The consistently applied compensation measure used to identify the median employee was annual base pay and target bonus, using hours worked during 20172019 for hourly employees and base salary for the remaining employees. This process resulted in a median group consisting of several employees and a representative employee was selected in accordance with SEC guidance, taking into account demographic characteristics that best represent a typical AbbVie employee, including tenure, location, employment status and applicable compensation and benefit programs.

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20172019 Grants of Plan-Based Awards

              The following table summarizes the equity awards granted under the AbbVie 2013 Incentive Stock Program to the NEOs during 2017.2019.


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

  
 Estimated
Future
Payouts
Under Equity
Incentive
Plan Awards
Target
(#)

 All Other
Option
Awards:
Numbers of
Securities
Underlying
Options
(#)

  
  
  
  
Estimated
Future
Payouts
Under Equity
Incentive
Plan Awards
Target
(#)

All Other
Option
Awards:
Numbers of
Securities
Underlying
Options
(#)

 
 
 

  
 Exercise
or Base
Price of
Option
Awards
($/Sh)

  
  
  
Exercise
or Base
Price of
Option
Awards
($/Sh)

 
 

  
 Closing
Market
Price on
Grant
Date

 Grant Date
Fair Value
of Stock
and Option
Awards

  
Closing
Market
Price on
Grant
Date

Grant Date
Fair Value
of Stock
and Option
Awards

Name
 Grant
Date

 Target
($)

 Maximum
($)

 Grant
Date

Target
($)

Maximum
($)

R. Gonzalez 2/16/2017   78,220(2)   $4,806,781(4)2/21/201958,213(2)$4,287,970(4)
 2/16/2017   78,220(3)   4,799,579(4)2/21/201958,213(3)4,599,118(4)
 2/16/2017    261,150(5)$61.36 $61.48 2,559,270(6)2/21/2019179,127(5)$79.02$78.752,246,253(6)
W. Chase 2/16/2017     29,980(2)       1,842,333(4)
R. Michael2/21/2019  17,717(2)   1,305,034(4)
 2/16/2017     29,980(3)       1,839,573(4)2/21/2019  17,717(3)   1,399,732(4)
 2/16/2017       100,100(5) 61.36 61.48 980,980(6)2/21/2019   54,517(5)79.0278.75683,643(6)
L. Schumacher 2/16/2017   29,980(2)   1,842,333(4)2/21/201922,272(2)1,640,556(4)
 2/16/2017   29,980(3)   1,839,573(4)
 2/16/2017    100,100(5)61.36 61.48 980,980(6)2/21/201922,272(3)1,759,599(4)
 12/13/2017   40,920(7)   3,999,725(4)2/21/201968,535(5)79.0278.75859,429(6)
C. Alban 2/16/2017     28,680(2)       1,762,445(4)2/21/2019  20,248(2)   1,491,468(4)
 2/16/2017     28,680(3)       1,759,805(4)2/21/2019  20,248(3)   1,599,693(4)
 2/16/2017       95,750(5) 61.36 61.48 938,350(6)2/21/2019   62,305(5)79.0278.75781,305(6)
M. Severino 2/16/2017   29,980(2)   1,842,333(4)2/21/201920,956(2)1,543,619(4)
 2/16/2017   29,980(3)   1,839,573(4)2/21/201920,956(3)1,655,629(4)
 2/16/2017    100,100(5)61.36 61.48 980,980(6)2/21/201964,485(5)79.0278.75808,642(6)

(1)
During 2017,2019, each of the NEOs participated in the AbbVie Performance Incentive Plan. The annual cash incentive award earned by the NEO in 20172019 under the plan is shown in the Summary Compensation Table in the column captioned "Non-Equity Incentive Plan Compensation." No future pay-outs will be made with respect to the 20172019 awards under the plan. The plan is described in greater detail in the section of this proxy statement captioned "Compensation Discussion and Analysis—Compensation Plan Elements—Short-Term Incentives."

(2)
This is a performance share award that has the potential to vest at 0% to 250% of target during a three-year performance period based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid in cash at vesting only to the extent that shares are earned. In 2017, in connection with the phase-in of the redesigned long-term incentive program,2019, AbbVie's EPS performance resulted in the vestingbanking of the award on February 28, 2018 of one-third of the award2020 at 173.3%200% of target, and the remaining two-thirds of the award have been banked forwith vesting to be determined based on the company's relative TSR performance following the three-year performance period that ends December 31, 2019.2021. The performance metrics are described in the section of this proxy statement captioned "Compensation Discussion and Analysis—Compensation Plan Elements—Long-Term Incentives."

(3)
This is a performance-vested restricted stock unit award that has the potential to vest at 0% to 150% of target, in one-third increments, during a three-year performance period based on AbbVie's return on equity (ROE) articulated as pre-set goals and measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid in cash at vesting only to the extent that shares are earned. In 2017,2019, AbbVie's relative ROE performance resulted in the vesting on February 28, 20182020 of one-third of the award at 150% of target.

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(4)
The grant date fair value of stock awards is generally determined by multiplying the number of shares or units granted by the average of the high and low market prices of one share of AbbVie common stock on the award

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(5)
One-third of the shares of common stock covered by these options are exercisable after one year, two-thirds after two years, and all after three years, subject to satisfaction of the service requirements set forth in the award agreements. The options vest in the event of the grantee's death or disability. Upon a change in control, the treatment of these awards is determined as described in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control—Equity Awards." Under the AbbVie 2013 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 one share of AbbVie common stock on the date of grant. These options do not contain a replacement option feature.

(6)
The grant date fair value of option awards is determined as of the option grant date using a Black-Scholes stock option valuation model. The assumptions used to determine the grant date fair value are described in footnote (2) to the Summary Compensation Table.

(7)
This is a performance share award that has the potential to vest at 0% to 275% of target, in five tranches, during a five-year performance period based on achievement of specified strategic milestones and approval by the compensation committee. Dividends accrue during the performance period and are paid in cash at vesting only to the extent that shares are earned.

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20172019 Outstanding Equity Awards at Fiscal Year End

              The following table summarizes the outstanding AbbVie equity awards held by the NEOs at year end.


 Option Awards(1)(2)
  
 Stock Awards
 Option Awards(1)(2)
 
Stock Awards
Name
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

 Option
Exercise
Price ($)

 Option
Expiration
Date

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

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

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

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

 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable


Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price ($)

Option
Expiration
Date

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

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

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

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

​ ​ ​ ​ ​ ​ ​ ​ ​ 
R. Gonzalez  109,097(3)$58.8800 2/18/2025    55,197(3)$5,338,102 109,097$58.88002/18/2025116,442(3)10,309,775
 85,057 170,113(3)54.8600 2/17/2026    104,263(3)10,083,275 255,17054.86002/17/202678,683(3)6,966,593
  261,150(3)61.3600 2/15/2027    156,440(3)15,129,312 174,10087,050(3)61.36002/15/2027116,426(3)10,308,358
W. Chase 13,400  28.3122 2/18/2020        18,680(3) 1,806,543 
 19,000  24.2082 2/17/2021        38,980(3) 3,769,756 
 19,600  29.2265 2/16/2022        59,960(3) 5,798,732 
 115,830  35.8800 2/13/2023            
 92,740  51.4200 2/19/2024            
42,53785,073(3)114.36002/14/2028
179,127(3)79.02002/20/2029
R. Michael10,14054.86002/17/2026   5,091(3)450,757
 73,847 36,923(3) 58.8800 2/18/2025            7,6133,807(3)61.36002/15/2027   4,950(3)438,273
 31,800 63,600(3) 54.8600 2/17/2026            2,6775,353(3)114.36002/14/2028   35,434(3)3,137,326
  100,100(3) 61.3600 2/15/2027            54,517(3)79.02002/20/2029   
L. Schumacher 94,140  51.4200 2/19/2024    17,407(3)1,683,431 103,22058.88002/18/202544,628(3)3,951,363
78,45054.86002/17/202628,266(3)2,502,672
 68,813 34,407(3)58.8800 2/18/2025    32,049(3)3,099,459 66,73333,367(3)61.36002/15/202744,544(3)3,943,926
 26,150 52,300(3)54.8600 2/17/2026    59,960(3)5,798,732 15,28030,560(3)114.36002/14/2028
  100,100(3)61.3600 2/15/2027    40,920(3)3,957,373 68,535(3)79.02002/20/2029
C. Alban 48,100  29.2265 2/16/2022        17,193(3) 1,662,735 115,83035.88002/13/2023   42,694(3)3,780,127
 115,830  35.8800 2/13/2023        32,636(3) 3,156,228 81,50051.42002/19/2024   27,383(3)2,424,491
 81,500  51.4200 2/19/2024        57,360(3) 5,547,286 101,96058.88002/18/2025   40,496(3)3,585,516
 67,973 33,987(3) 58.8800 2/18/2025            79,87054.86002/17/2026   
 26,624 53,246(3) 54.8600 2/17/2026            63,83331,917(3)61.36002/15/2027   
  95,750(3) 61.3600 2/15/2027            14,81029,620(3)114.36002/14/2028   
62,305(3)79.02002/20/2029   
M. Severino 74,309  54.4400 6/1/2024    17,620(3)1,704,030 74,30954.44006/1/202444,628(3)3,951,363
 69,653 34,827(3)58.8800 2/18/2025    37,586(3)3,634,942 104,48058.88002/18/202528,550(3)2,527,817
 30,664 61,326(3)54.8600 2/17/2026    59,960(3)5,798,732 91,99054.86002/17/202641,912(3)3,710,888
  100,100(3)61.3600 2/15/2027      66,73333,367(3)61.36002/15/2027
15,44030,880(3)114.36002/14/2028
64,485(3)79.02002/20/2029

(1)
Four of AbbVie's NEOs were employed by Abbott Laboratories (Abbott) prior to AbbVie's separation from Abbott on January 1, 2013 (the "Separation"). When AbbVie separated from Abbott, outstanding Abbott equity awards generally converted into adjusted awards based on Abbott common shares and AbbVie common stock (except to the extent prohibited by local law or with respect to certain awards described below). Such awards are subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Abbott awards immediately before the Separation.


Each Abbott stock option was converted into an adjusted Abbott stock option and an AbbVie stock option, with adjustments to the stock option exercise prices that were intended to preserve the value of the original Abbott award as measured immediately before and immediately after the Separation. Each such adjusted Abbott stock option and AbbVie stock option is subject to substantially the same terms, vesting conditions, post-termination

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As a result of the Separation, the NEOsone NEO held the following Abbott equity awards as of December 31, 2017:2019:

W. Chase: Vested options to purchase 6,533 Abbott common shares with an exercise price of $27.03 per share.

L. Schumacher: Vested options to purchase 199,606 Abbott common shares with exercise prices ranging from $22.39 to $27.03 per share.

C. Alban: Vested options to purchase 16,033 Abbott common shares with an exercise price of $27.03 per share.

(2)
Except as noted, the stock options are fully vested.

(3)
The vesting dates of AbbVie unexercisable stock options and unvested performance share and restricted stock/unit awards outstanding at December 31, 20172019 are as follows:

 Option Awards
  
 Stock or Unit Awards
  Option Awards
  
 Stock or Unit Awards
 
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
Shares of
Restricted
Stock or
Units

 Number of
Shares of
Restricted
Stock or
Units
Vesting—
Date
Vested 2018

 Number of
Shares of
Restricted
Stock or
Units
Vesting—
Date
Vested 2019

 Number of
Shares of
Restricted
Stock or
Units
Vesting—
Date
Vested 2020

  Number of
Unexercised
Shares
Remaining
from
Original
Grant

 Number of
Option
Shares
Vesting—
Date
Vested 2020

 Number of
Option
Shares
Vesting—
Date
Vested 2021

 Number of
Option
Shares
Vesting—
Date
Vested 2022

  
 Number of
Shares of
Restricted
Stock or
Units

 Number of
Shares of
Restricted
Stock or
Units Vesting—
Date
Vested 2020

 Number of
Shares of
Restricted
Stock or
Units Vesting—
Date
Vested 2021

 Number of
Shares of
Restricted
Stock or
Units Vesting—
Date
Vested 2022

 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
R. Gonzalez 109,097 109,097—2/19    55,197  (a)   87,050 87,050—2/16    90,369  (a)  
 170,113 85,056—2/18 85,057—2/18   47,397  (b)   85,073 42,536—2/15 42,537—2/15   26,073  (b)  
 261,150 87,050—2/16 87,050—2/16 87,050—2/16  56,866  (c)   179,127 59,709—2/21 59,709—2/21 59,709—2/21  47,210  (c)  
      78,220  (d)        31,473  (d)  
      78,220  (e)        58,213  (e)  
W. Chase 36,923 36,923—2/19        18,680  (a)     
      58,213  (f)  
R. Michael 3,807 3,807—2/16        3,951  (a)     
 5,353 2,676—2/15 2,677—2/15      1,140  (b)     
 63,600 31,800—2/18 31,800—2/18      17,720  (b)      54,517 18,173—2/21 18,172—2/21 18,172—2/21    2,970  (c)     
 100,100 33,367—2/16 33,366—2/16 33,367—2/16    21,260  (c)                 1,980  (d)     
            29,980  (d)                 17,717  (e)     
            29,980  (e)                 17,717  (f)     
L. Schumacher 34,407 34,407—2/19    17,407  (a)   33,367 33,367—2/16    34,635  (a)  
 52,300 26,150—2/18 26,150—2/18   14,569  (b)   30,560 15,280—2/15 15,280—2/15   9,993  (b)  
 100,100 33,367—2/16 33,366—2/16 33,367—2/16  17,480  (c)   68,535 22,845—2/21 22,845—2/21 22,845—2/21  16,960  (c)  
      29,980  (d)        11,306  (d)  
      29,980  (e)        22,272  (e)  
      40,920  (f)        22,272  (f)  
C. Alban 33,987 33,987—2/19        17,193  (a)      31,917 31,917—2/16        33,134  (a)     
 53,246 26,623—2/18 26,623—2/18      14,836  (b)      29,620 14,810—2/15 14,810—2/15      9,560  (b)     
 95,750 31,917—2/16 31,916—2/16 31,917—2/16    17,800  (c)      62,305 20,769—2/21 20,768—2/21 20,768—2/21    16,430  (c)     
            28,680  (d)                 10,953  (d)     
            28,680  (e)                 20,248  (e)     
            20,248  (f)     
M. Severino 34,827 34,827—2/19    17,620  (a)   33,367 33,367—2/16    34,635  (a)  
 61,326 30,663—2/18 30,663—2/18   17,086  (b)   30,880 15,440—2/15 15,440—2/15   9,993  (b)  
 100,100 33,367—2/16 33,366—2/16 33,367—2/16  20,500  (c)   64,485 21,495—2/21 21,495—2/21 21,495—2/21  17,130  (c)  
      29,980  (d)        11,420  (d)  
      29,980  (e)        20,956  (e)  
      20,956  (f)  

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20172019 Option Exercises and Stock Vested

              The following table summarizes for each NEO the number of shares acquired on the exercise of AbbVie stock options and the number of shares acquired on the vesting of AbbVie stock awards in 2017:2019:


 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 ($)

  Number of
Shares
Acquired On
Exercise (#)

 Value
Realized On
Exercise ($)

  
 Number of
Shares
Acquired On
Vesting (#)

 Value
Realized On
Vesting ($)

 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
R. Gonzalez 571,239 $15,783,939  246,964 $15,366,100   $—  164,609 $13,071,601 
W. Chase 38,300 1,406,902   87,988 5,474,613 
R. Michael     7,243 575,167 
L. Schumacher 225,310 12,104,815  77,852 4,843,951     54,791 4,350,953 
C. Alban 45,800 2,097,264   75,968 4,726,729      54,450 4,323,875 
M. Severino 0 0  114,377 7,328,505     60,286 4,787,311 

Pension Benefits

              During 2017,2019, the NEOs participated in two AbbVie-sponsored defined benefit pension plans: the AbbVie Pension Plan, a tax-qualified pension plan; and the AbbVie Supplemental Pension Plan, a non-qualified supplemental pension plan. The Supplemental Pension Plan also includes a benefit feature AbbVie uses to attract senior executives who are mid-career hires, which provides an additional benefit to such participants that is less valuable to participants who have spent most of their career at the company. Except as provided in AbbVie's change in control agreements, AbbVie does not have a policy granting extra years of credited service under the plans. The change in control agreements are described in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control."

              The compensation considered in determining the pensions payable to the NEOs is the compensation shown in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table.

Pension Plan

              The Pension Plan is a broad-based plan that covers most AbbVie employees in the United States, 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.

              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.

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              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 Pension 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. Employees hired after 2003 who terminate employment 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. Employees hired before 2004 who terminate employment 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. Employees hired before 2004 who terminate employment prior to age 50 with fewer than 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55.

              The Pension 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.

              Employees who retire from AbbVie prior to their normal retirement age may receive subsidized early retirement benefits. Employees hired after 2003 are eligible for early retirement at age 55 with 10 years of service. Employees hired before 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. Mr. Gonzalez, Mr. Chase, Ms. Schumacher and Mr. Alban are 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:

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Supplemental Pension Plan

              The provisions of the Supplemental Pension Plan (which covers AbbVie employees in the United States whose compensation exceeds certain limits under the Internal Revenue Code) are substantially the same as those of the Pension Plan, with the following exceptions:

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

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Pension Benefits Table

Name
 Plan Name
 Number of
Years
Credited
Service (#)

 Present
Value of
Accumulated
Benefit
($)(1)

 Payments
During Last
Fiscal Year
($)

  Plan Name
 Number of
Years
Credited
Service (#)

 Present
Value of
Accumulated
Benefit
($)(1)

 Payments
During Last
Fiscal Year
($)

 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
R. Gonzalez AbbVie Pension Plan 35 $392,632 $0  AbbVie Pension Plan 35 $272,676 $0 
 AbbVie Supplemental Pension Plan 35 18,840,193 1,989,011(2) AbbVie Supplemental Pension Plan 35 19,534,981 1,011,773(2)
W. Chase AbbVie Pension Plan 29 761,118 0 
R. Michael AbbVie Pension Plan 27 739,546 0 
 AbbVie Supplemental Pension Plan 29 8,694,842 477,831(2) AbbVie Supplemental Pension Plan 27 4,054,032 0 
L. Schumacher AbbVie Pension Plan 27 885,296 0  AbbVie Pension Plan 29 1,275,472 0 
 AbbVie Supplemental Pension Plan 27 10,928,519 588,238(2) AbbVie Supplemental Pension Plan 29 17,995,769 2,343,649(2)
C. Alban AbbVie Pension Plan 31 1,123,232 0  AbbVie Pension Plan 33 1,443,090 0 
 AbbVie Supplemental Pension Plan 31 11,734,284 941,886(2) AbbVie Supplemental Pension Plan 33 17,432,216 1,307,772(2)
M. Severino AbbVie Pension Plan 4 94,539 0  AbbVie Pension Plan 6 164,288 0 
 AbbVie Supplemental Pension Plan 4 1,208,973 0  AbbVie Supplemental Pension Plan 6 2,546,877 0 

(1)
AbbVie calculated these present values using: (i) a discount rate of 3.91%3.56% for the Pension Plan and a discount rate of 3.87%3.51% for the Supplemental Pension Plan, the same discount rates it uses for Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 715 calculations for financial reporting purposes; and (ii) each plan's unreduced retirement age, which is age 62 under the AbbVie Pension Plan and age 60 under the AbbVie Supplemental Pension Plan for those participants who are eligible for early retirement benefits and age 65 under both plans for other participants. The present values shown in the table reflect postretirement mortality, based on the FASB ASC Topic 715 assumption (the RP2006 Healthy Annuitant table projected fully generationally with MP2017MP2019 mortality improvement scale), but do not include a factor for preretirement termination, mortality, or disability.

(2)
During 2017,2019, the amounts shown, less applicable tax withholdings, were distributed and deposited into the individual grantor trusts established by the eligible NEOs and included in the NEOs' income, as applicable. 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, are distributed to the eligible participants' individual grantor trusts and included in their income. Amounts held in an eligible NEO's individual trust are expected to offset AbbVie's obligations to him or her under the plan. Grantor trusts are described in greater detail in the section of this proxy statement captioned "Compensation Plan Elements—Benefits—Retirement Benefits."

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Non-qualifiedNon-Qualified Deferred Compensation

              The following table summarizes Mr. Chase's and Ms. Schumacher's non-qualified deferred compensation under the AbbVie Deferred Compensation Plan. No additional contributions have been made to their accountsher account under the plan since such time as Mr. Chase and Ms. Schumacher respectively, became officersan officer and ceased to be eligible to contribute to the plan. None of the other NEOs has any non-qualified deferred compensation under the plan.

Name
 Plan Name(1)(2)
 Executive
contributions
in last FY
($)

 Registrant
contributions
in last FY
($)

 Aggregate
earnings
in last FY
($)(3)

 Aggregate
withdrawals/
distributions
($)

 Aggregate
balance at
last FYE
($)(4)

  Plan Name(1)(2)
 Executive
contributions
in last FY
($)

 Registrant
contributions
in last FY
($)

 Aggregate
earnings
in last FY
($)(3)

 Aggregate
withdrawals/
distributions
($)(4)

 Aggregate
balance at
last FYE
($)

 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
W. Chase Deferred Compensation Plan $0 $0 $12,920 $0 $90,665 
L. Schumacher Deferred Compensation Plan 0 0 86,969 0 504,778  Deferred Compensation Plan 0 0 39,164.83 (512,982.79)0 

(1)
Mr. Chase's and Ms. Schumacher's contributions to the Deferred Compensation Plan ceased in 2007 and 2002, respectively.2002.

(2)
The plan permits participants to defer up to 75% of their base salary and up to 75% of their annual cash incentives and credits a participant's account with an amount equal to the employer matching contributions that otherwise would have been made for the participant under AbbVie's tax-qualified defined contribution plan. Participants may direct the investment of their deferral accounts into one or more of several funds chosen by the administrator, and the deferral account is credited with investment returns based on the performance of the fund(s) selected. During 2017,2019, the weighted average rate of return credited to the accountsaccount was 16.6% for Mr. Chase and 20.8%8.3% for Ms. Schumacher.
(3)
The amounts reported in this column are not included in the Summary Compensation Table of this proxy statement.

(4)
The amounts reported in this column have not been previously reported as compensation in AbbVie's Summary Compensation Tables because they relate to contributions made before the applicable individual became an NEO.

Potential Payments upon Termination or Change in Control

Potential Payments upon Termination—Generally

              AbbVie does not have employment agreements with its NEOs.

              The following summarizes the payments that the NEOs would have received if their employment had terminated on December 31, 2017.2019. Earnings would have continued to be paid for the NEO's Performance Incentive Plan and Supplemental Savings Plan grantor trusts, as applicable, until the trust assets were fully distributed. The amount of these payments would depend on the trust earnings and fees and the period over which the trust assets were distributed. Based on current earnings rates, if the trust assets were distributed over a 10-year period, the NEOs would receive the following average annual earnings payments over such 10-year period: Mr. Gonzalez, $557,712; Mr. Chase, $372,521;$955,769; Ms. Schumacher, $775,316;$1,319,422; Mr. Alban, $511,318;$941,835; and Dr. Severino, $162,653.$453,052. In addition, the following one-time deposits would have been made under the AbbVie Supplemental Pension Plan for each of the following NEOs, respectively: Mr. Gonzalez, $575,371; Mr. Chase, $4,230,765;$0; Ms. Schumacher, $977,515; and$1,978,945; Mr. Alban, $2,976,044.$2,012,782 and Dr. Severino, $1,016,149. As of December 31, 2017,2019, Mr. Gonzalez, Mr. Chase, Ms. Schumacher and Mr. Alban were eligible to retire, and therefore were eligible to receive the pension benefits previously described.

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              If the termination of employment had been due to disability, then the respective NEO also would have received, in addition to AbbVie's standard disability benefits, a monthly long-term disability benefit in the following amount: Mr. Gonzalez: $216,563;$216,750; Mr. Chase: $97,727;Michael, $90,000; Ms. Schumacher: $97,727;$120,000; Mr. Alban: $91,811;$120,000; and Dr. Severino: $97,753.

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$120,000. This long-term disability benefit would continue for up to 24 months following termination of employment. It ends if the NEO retires, recovers, dies or ceases to meet eligibility criteria.

              If the NEO's employment had terminated due to death or disability, his or her unvested stock options, restricted stock or unit awards and performance shares would have vested on December 31, 20172019 with values as set forth below in the subsection of this proxy statement captioned "Equity Awards."

Potential Payments upon Change in Control

              AbbVie has entered into change in control agreements with its NEOs. Each change in control agreement continues in effect until December 31, 2018,2020, 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 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 employee is terminated other than for cause or permanent disability or if the employee elects to terminate employment for good reason (see below) within two years following a change in control, he or she is entitled to receive a lump sum payment equal to three times his or her 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 employee is terminated other than for cause or permanent disability or if the employee elects to terminate employment for good reason during a potential change in control (see below), he or she 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 employee 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 Internal Revenue Code Section 409A), the employee 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 employee's target bonus or the average bonus paid to the employee in the preceding three years.

              Bonus payments include payments made under the Performance Incentive Plan. The employee also will receive up to two 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. If change in control-related payments and benefits become subject to the excise tax imposed under Internal Revenue Code Section 4999, payments under the agreement will be reduced to prevent application of the excise tax if such a reduction would leave the employee 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 AbbVie'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 AbbVie securities representing 20 percent or more of the outstanding voting power (not including an acquisition directly from AbbVie 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 AbbVie. A "potential change in control" under the agreements includes, among other things, AbbVie'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 employee's position, duties, or authority; the company's failure to pay the employee's compensation or a reduction in the employee's base pay or

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benefits; or the relocation of the company's principal executive offices to a location that is more than 35 miles from the location of the offices at the time of the change in control.

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              If a change in control had occurred on December 31, 2017,2019, immediately followed by one of the covered circumstances described above, Mr. Gonzalez, Mr. Chase,Michael, Ms. Schumacher, Mr. Alban, and Dr. Severino would have been entitled to receive the following payments and benefits under the change in control agreements:

              The amounts shown for Ms. Schumacher's cash termination payments and additional supplemental pension plan benefits reflect reductions of $298,704 and $204,592, respectively, and the amounts shown for Mr. Alban's cash termination payments and additional supplemental pension plan benefits reflect reductions of $1,046,670 and $529,151, respectively, which would have applied under cutback provisions in the agreements as described above.

Equity Awards

              The AbbVie 2013 Incentive Stock Program was approved by AbbVie's stockholders and covers approximately 8,5009,000 participants, including a broad group of management and professional staff.

              The AbbVie 2013 Incentive Stock Program provides that any unvested equity awards granted in or after FebruaryJanuary 2013 may be assumed, converted or replaced on an equivalent basis by the surviving company upon a change in control. If the surviving company does not do so, the vesting of the awards is accelerated. If the surviving company does assume, convert or replace the awards on an equivalent basis, then accelerated vesting of the awards is limited to circumstances in which, during the period from six months before through two years after a change in control, the grantee's employment is terminated without cause or the grantee resigns for good reason. The terms "cause" and "good reason" have the same definitions as in the change in control agreements.

              If a change in control had occurred on December 31, 20172019 and the surviving company did not assume, convert or replace any of the awards granted in or after January 2013, or the NEO's employment had terminated without cause or he or she had resigned for good reason, as described above, then the unvested equity awards of the NEOs would have vested as follows:

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              The value of stock options shown is based on the excess of the closing price of one share of common stock on December 29, 201731, 2019 over the exercise price of such options, multiplied by the number of unvested stock options held by the NEO. The value of restricted stock restricted stock units and performance shares shown is determined by multiplying the number of sharesunits or unitsshares that would vest as of December 31, 20172019 in accordance with the applicable equity award agreement terms and the closing price of one share of common stock on December 29, 2017.31, 2019.

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              The audit committee of the board of directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the company's financial statements. On October 12, 2017,17, 2019, the audit committee appointed Ernst & Young LLP (the independent auditor) to perform independent audit services for the fiscal year ending December 31, 2018.2020. Ernst & Young LLP has served as our independent auditor since 2013. In conjunction with the periodic mandated rotation of the audit firm's lead engagement partner, the chair of the audit committee would be involved in the selection of a new lead engagement partner. Further, the audit committee will periodically consider whether there should be a regular rotation of the independent auditor.

              Although the audit committee has sole authority to appoint the independent auditor, it would like to know the opinion of the stockholders regarding its appointment of Ernst & Young LLP for 2018.2020. For this reason, stockholders are being asked to ratify this appointment. If the stockholders do not ratify the appointment of Ernst & Young LLP for 2018,2020, the audit committee will take that fact into consideration, but may, nevertheless, continue to retain Ernst & Young LLP. The audit committee and the board believe that the continued retention of Ernst & Young LLP to serve as the company's independent auditor is in the best interests of the company and its stockholders.

              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.

              The board of directors recommends that you vote FOR ratification of the appointment of Ernst & Young LLP as AbbVie's independent registered public accounting firm for 2018.2020.

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Audit Fees and Non-Audit Fees

              The following table presents fees for professional audit services rendered to AbbVie by Ernst & Young LLP for the years ended December 31, 20172019 and December 31, 2016,2018, and fees for other services rendered to AbbVie by Ernst & Young LLP for those periods.


 2017
(millions)

 2016
(millions)

  2019
(millions)

 2018
(millions)

 
​ ​ ​ ​ 

Audit fees:(1)

 $11.0 $10.5  $10.6 $10.3 

Audit related fees:(2)

 0.3 0.3  0.9 0.7 

Tax fees:(3)

 2.0 2.3  2.5 2.3 

All other fees:(4)

 0.6 1.0    

Total

 $13.9 $14.1  $14.0 $13.3 

(1)
Ernst & Young LLP billed or will bill AbbVie for professional services rendered for the audit of AbbVie's annual financial statements, the review of AbbVie's financial statements included in AbbVie's quarterly reports, the audits of AbbVie's internal control over financial reporting, statutory and subsidiary audits, the review of documents filed with the Securities and Exchange Commission, comfort letters, consents and certain accounting consultations in connection with the audits.

(2)
Audit related fees include audits of certain employee benefit plan financial statements, accounting consultations in connection with proposed acquisitions, and other agreed upon procedures.

(3)
Tax fees consist principally of professional services for corporate tax compliance and tax advisory services.

(4)
Other fees represent Independent Review Organization services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

              The audit committee has established policies and procedures to pre-approve all audit and permissible non-audit services performed by the independent registered public accounting firm (the independent auditor) and its related affiliates.

              Prior to engagement of the independent auditor for the next year's audit, management will submit a schedule of all proposed permissible 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 auditor 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 auditor for additional services not contemplated in the original pre-approval. In those instances, the audit committee requires specific pre-approval before engaging the independent auditor.

              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.

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AUDIT INFORMATION

Audit Committee Report

              The audit committee is comprised of fivesix non-employee members of the board of directors. Each audit committee member meets the independence requirements of the New York Stock Exchange and Rule 10A-3 of the Exchange Act. The committee operates under a written charter adopted by the board of directors. Consistent with the responsibilities set forth in its charter, the audit committee assists the board of directors in its oversight of AbbVie's accounting, auditing and financial reporting practices.

              The audit committee has reviewed and discussed the audited financial statements contained in the 20172019 Annual Report on Form 10-K with AbbVie's management and its independent registered public accounting firm (the independent auditor). Management is responsible for the preparation and integrity of AbbVie's consolidated financial statements. The independent auditor 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. The audit committee reviews these processes on behalf of the board of directors. Periodically, during the year, the audit committee reviewed and discussed with AbbVie's management, internal auditors, and independent auditor the effectiveness of AbbVie's internal control over financial reporting and the overall quality of AbbVie's financial reporting.

              The audit committee has discussed with the independent auditor the matters required to be discussed pursuant toby the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 16,Communication with Audit Committees.. In addition, the audit committee has received the written disclosures and the letter from the independent auditor regarding its independence required by PCAOB Ethics and Independence Rule 3526,Communications with Audit Committees Concerning Independence, and has discussed with the independent auditor the firm's independence. The audit committee has also considered whether the provision of non-audit services is compatible with maintaining the independence of the independent auditor and concluded the independent auditor's independence has not been impaired.

              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 AbbVie's Annual Report on Form 10-K for the year ended December 31, 20172019 filed with the Securities and Exchange Commission.

Audit Committee

              R. Austin, Chair, W. Burnside, M. Meyer, E. Rapp, G. Tilton, and F. Waddell

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              Stockholders are being asked to approve the compensation of AbbVie's named executive 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.

              The independent compensation committee of the board of directors, with the counsel of its independent compensation consultant, has thoroughly examined AbbVie's programs, the company's performance related to our industry and peer group, and market factors. The committee has determined that the specific pay decisions for the named executive officers are appropriate given the company's performance, the executives' contributions, and our stockholders' interests.

              While this vote is advisory and non-binding, the board of directors and the compensation committee value the opinion of the stockholders and will review the voting results and take them into account when future compensation decisions are made.

              Accordingly, the board of directors recommends that you vote FOR the approval of the named executive officers' compensation.

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              The Dodd-Frank Act provides stockholders the opportunity to vote, on an advisory and non-binding basis, their preference as to the frequency of future advisory approvals of named executive officer compensation. This vote is often referred to as "say when on pay." Stockholders can vote on whether future advisory approvals of named executive officer compensation should occur every year, every two years or every three years, or they can abstain from voting.

              AbbVie's first "say when on pay" advisory vote occurred in 2013 and resulted in 80% support for "annual" advisory approvals of named executive officer compensation. After careful consideration, the board of directors recommends that future advisory approvals of executive officer compensation occur every year.

              While this vote is advisory and non-binding, the board of directors values the opinion of the stockholders and will review the voting results and take them into account.

Accordingly, the board of directors recommends that you vote for a vote to approve the named executive officers' compensation every 1 YEAR.

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              Currently, AbbVie's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") provides for a classified board of directors divided into three classes of directors, with each class elected for three-year terms.

              After considering the advantages and disadvantages of declassification, including through an open dialogue with our stockholders, the board has determined it is in the best interests of the company and its stockholders to amend the company's Certificate of Incorporation and the Amended and Restated By-Laws (the "By-Laws") to declassify the board. This will result in a fully declassified board by the 2021 Annual Meeting.

              The proposed amendment to the Certificate of Incorporation would eliminate the classification of the board over a three-year period beginning at the 2019 Annual Meeting with directors elected to a one-year term following the expiration of the directors' existing terms and provide for the annual election of all directors beginning at the 2021 Annual Meeting. The proposed amendment to the Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which the company would file promptly following the 2018 Annual Meeting if our stockholders approve the amendment. The proposed amendment would not change the present number of directors or the board's authority to change that number and to fill any vacancies or newly created directorships.

              Delaware law provides, unless otherwise addressed in the certificate of incorporation, that members of a board that is classified may be removed only for cause. The proposed amendment would provide that once the AbbVie board is fully declassified as of the 2021 Annual Meeting, directors may be removed with or without cause.

              The proposed Certificate of Amendment to the Certificate of Incorporation is attached to this proxy statement asAppendix A. The affirmative vote of the holders of 80 percent of the outstanding shares of stock entitled to vote generally in the election of directors on the Record Date is required to approve this proposal pursuant to the Certificate of Incorporation. If our stockholders approve the proposed amendment to the Certificate of Incorporation, the board will make certain conforming changes to the company's By-Laws.

The board of directors recommends that you vote FOR the management proposal to amend the Certificate of Incorporation to declassify the board of directors for annual elections.

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              Currently, AbbVie's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") provides that certain amendments to the Certificate of Incorporation or AbbVie's Amended and Restated By-Laws (the "By-Laws") require the affirmative vote of shares representing no less than 80 percent of AbbVie's outstanding shares of stock entitled to vote generally in the election of directors. We refer to these provisions listed below as the "Supermajority Voting Requirement."

              Specifically, Article VIII of the Certificate of Incorporation provides that any stockholder-approved alteration, amendment, or repeal of any of the By-Law provisions listed below, or the adoption of any stockholder-approved By-Law provision inconsistent with those By-Law provisions, must be approved pursuant to the Supermajority Voting Requirement. The By-Law provisions covered by the Supermajority Voting Requirement are in regards to:

              Article XI of the Certificate of Incorporation provides that any alteration, amendment, or repeal of any of the provisions of the Certificate of Incorporation listed below, or the adoption of any provision inconsistent with those provisions, must be approved pursuant to the Supermajority Voting Requirement. The provisions covered by the Supermajority Voting Requirement are in regards to:

              After reviewing the advantages and disadvantages of the Supermajority Voting Requirement at this time, the board approved, and recommends that stockholders approve, the amendment and restatement of Articles VIII and XI of the Certificate of Incorporation to remove the Supermajority Voting Requirement contained therein. If approved, future stockholder-approved amendments to the By-Law and Certificate of Incorporation provisions listed above will not be subject to the Supermajority Voting Requirement and will instead require the affirmative vote of a majority of AbbVie's outstanding shares of stock entitled to vote generally in the election of directors.

              The proposed Certificate of Amendment to the Certificate of Incorporation is attached to this proxy statement asAppendix BA, which the company would file promptly following the 20182020 Annual Meeting if our stockholders approve the amendment. The affirmative vote of the holders of 80 percent of the outstanding shares of stock entitled to vote generally in the election of directors on the Record Date is required to approve this proposal pursuant to the Certificate of Incorporation. The board has approved certain conforming changes to the company's By-Laws, contingent on the effectiveness of the proposed amendment to the Certificate of Incorporation.

              The board of directors recommends that you vote FOR the management proposal to amend and restate the Certificate of Incorporation to eliminate supermajority voting.

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              Three stockholder proposals will be voted upon at the Annual Meeting if properly presented by or on behalf of the proponent. The address of each of the proponents is available upon request. The proposed resolutions and the statements made in support thereof, as well as the board of directors' statements in opposition to these proposals, are presented on the following pages. The proposal may contain assertions about AbbVie or other statements that we believe are incorrect.

              The board of directors recommends that you vote AGAINST the proposals for the reasons set forth following the proposals.

Stockholder Proposal on Lobbying Report (Item 75 on Proxy Card)

              Zevin Asset Management, on behalf of William Creighton, and co-filers Congregation of Sisters of St. Agnes andDana Investment Advisors, Friends Fiduciary Corporation, Fresh Pond Capital, and Echo Foundation have notified AbbVie that it intendsthey intend to present the following proposal at the Annual Meeting and that they collectivelyeach own 21,327at least $2,000 worth of AbbVie shares.

              Whereas,, we believe in full disclosure of AbbVie's direct and indirect lobbying activities and expenditures to assess whether AbbVie's lobbying is consistent with AbbVie'sits expressed goals and in the best interests of stockholders.

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

              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 AbbVie 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 AuditPublic Policy Committee or other relevant oversight committees and posted directly on AbbVie's website.

              Supporting Statement

              As stockholders, we encourageInvestors urge transparency and accountability in theAbbVie's use of corporate funds to influence legislation and regulation, both directly and indirectly.lobby. AbbVie spent $20.57 million$32,360,000 from 2013 - 20162018 on federal lobbying (opensecrets.org).lobbying. This figure does not include lobbying expenditures to influence legislation in states, where AbbVie also lobbies but disclosure is uneven or absent. For example, AbbVie had at least 68 lobbyists in 19 states in 2018 (followthemoney.org) and spent $1,506,820$2,269,103 on lobbying in California and $433,961 on lobbying in New York from 2013 - 2018. AbbVie also lobbies abroad, spending between €200,000 - 299,000 on lobbying in Europe for 2018.

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2013 - 2016. AbbVie's lobbying on Humira attracted media scrutiny ("'Cures' Act in Congress Heavily Influenced by Lobbyists,"NBC News, November 2016). Investors are concerned that AbbVie does not publish total state and federal lobbying expenditures.

              AbbVie is a member of the Chamber of Commerce, which has spent over $1.3$1.5 billion on lobbying since 1998. AbbVie also1998, and sits on the board of the Pharmaceutical Research and Manufacturers of America (PhRMA), which spent over $100 millionspends millions lobbying against a California drug pricing initiative ("Big Pharma Fights 'Tooth and Nail' against California Drug Vote,"Bloomberg, October 2016).measures.1 AbbVie does not disclose the portionportions of its payments to trade association paymentsassociations that are used for lobbying.

              We are concerned that poor lobbying disclosure presents significant reputational risk, especially when AbbVie's membership in PhRMA and the Chamber could present reputational risks on the issues of affordable medicine, improving health, and addressing climate change.lobbying contradicts company public positions. For example, AbbVie believes patients need access to affordable medicines, yet it helps fund PhRMA's opposition to lower drug price initiatives.2 Media outlets such as CNBC have highlighted AbbVie's claims to support policies that lower the cost of medicines, while AbbVie supports smoking cessation, yethelps to fund PhRMA's opposition to initiatives aimed at lowering drug prices.3

              We believe the Chamber has workedreputational damage stemming from this misalignment between general policy positions and actual direct and indirect lobbying efforts harms long-term value creation by AbbVie. Therefore, we urge AbbVie to block global antismoking laws. And AbbVie believes "climate change is one of the most critical issues facing our planet," yet the Chamber sued to block the Clean Power Plan.expand its lobbying disclosure.


1
https://www.opensecrets.org/news/2019/09/big-pharma-invests-millions-drug-pricing-bills/

2
https://www.cnn.com/2019/01/23/health/phrma-lobbying-costs-bn/index.html

3
https://www.cnbc.com/2019/02/26/pharma-execs-offer-senate-ideas-to-lower-drug-costs-except-price-cuts.html

Board of Directors Statement in Opposition to the Stockholder Proposal on Lobbying Report (Item 75 on Proxy Card)

              The board of directors recommends that stockholders voteAGAINST this proposal. This proposal is unnecessary, because AbbVie already makes extensive disclosures regarding our lobbying and political activities as required by law and we voluntarily disclose additional related information on our website, as outlined below. AbbVie has already demonstrated transparency with respect to lobbying activities and strong risk mitigation procedures governing such activities. The preparation and maintenance of an additional report, as proposed, is neither a good use of resources, nor would it increase stockholder value.

The board, through its public policy committee, exercises oversight of AbbVie's political and lobbying activities.

AbbVie already makes extensive disclosures regarding lobbying and political activities and has been recognized as a leader in this area.

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              In summary, our robust oversight mechanisms and extensive disclosures address the concerns underlying the proposal, but without the unnecessary business risks and additional resources the proposal would introduce if implemented.

              The board of directors recommends that you vote AGAINST the proposal.

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Stockholder Proposal to Separateon Independent Chair and CEO (Item 86 on Proxy Card)

              Dana Investment AdvisorsThe Employees' Retirement System of Rhode Island and co-filer Sisters of St. Joseph of the Third Order of St. FrancisVermont Pension Investment Committee have notified AbbVie that it intendsthey intend to present the following proposal at the Annual Meeting and that the proponent owns 42,170they collectively own 92,716 AbbVie shares.

              RESOLVED:    TheAbbVie Inc. ("AbbVie" or the "Company") shareholders request the Board of Directors to adopt as policy (the "Policy"), and amend the bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, toboard be an independent member of the Board. This policy would be phased in for the next CEO transition.

board. The Policy should apply prospectively so as not to violate any contractual obligations. If the Boardboard determines that a Chair who was independent when selected is no longer independent, the Boardboard shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair.

              Supporting Statement:Statement

We believe:

34% of S&P 500 companies are chaired by an independent director, up from 31% last year and 16% in 20091.

              Numerous institutional investors recommend such a separation. For example, Norges Bank Investment Management states that the board should be chaired by an independent director, and CalPERS' Governance and Sustainability Principles recommend an independent chair in all but "very limited circumstances." The Council of Institutional Investors' corporate governance policies favor independent board chairs.

              AbbVie has been criticized for anticompetitive practices that prevent market forces from acting to lower the cost of drugs such as AbbVie's CEO Richard A. Gonzalez serves both as CEOHumira, which accounts for a majority of AbbVie's revenue. A federal class action filed on behalf of benefit funds claims that AbbVie engaged in an "anticompetitive scheme to restrain competition in the market for Humira and Chairits biosimilar competitors in the United States," including abusing the patent system and colluding with potential biosimilar manufacturers to prevent market entry.2 AbbVie was singled out during a February 2019 congressional hearing on high drug prices for aggressive increases in the price of Humira.3

              Concerns about these risks have led to growing investor interest in the Company's Board of Directors. We believe the combination of these two roles in a single person weakens a corporation's governance structure, which can harm shareholder value.

              As Andrew Grove, Intel's former chair, stated, "The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he's an employee, he needs a boss, and that boss is the Board. The Chairman runs the Board. How can the CEO be his own boss?"

practices. In our view, shareholders are best served by an independent Boardboard Chair who can provide a balance of power between the CEO and the Board empowering strong Board leadership.board. The primary dutyboard is responsible for overseeing management, and conflicts of interest may arise when one person holds both the Chair and CEO positions. A 2019 survey by PwC found that 61% of directors on boards with a Boardunified Chair/CEO believed that at least one fellow director should be replaced, a significantly larger proportion than the 47% of Directors is to oversee the management of a companydirectors on behalf of shareholders.boards with an independent chair or lead independent director who voiced that view.4

              We believe a combined CEO/Chair creates a potential conflict of interest, resulting in excessive management influence on the Board and weaker oversight of management.that AbbVie's board should adopt best practice governance policies, including having an independent board Chair. We urge shareholders to vote for this proposal.

   Numerous institutional investors recommend separation of these two roles. For example, California's Retirement System CalPERS' Principles & Guidelines encourage separation, even with a lead director in place.


              Many companies have separate and/or independent Chairs. An independent Chair is the prevailing practice in the United Kingdom and is an increasing trend in the U.S. According to ISS "2015 Board Practices" (April 2015), 53% of S&P 1,500 firms separate these two positions and the number of companies separating these roles is growing. AbbVie shareholders voted 34.5% in favor of this resolution last year.

              Chairing and overseeing the Board is a time intensive responsibility. A separate Chair also frees the CEO to manage the company and build effective business strategies.

              To simplify the transition, this policy would be phased in and implemented when the next CEO is chosen.

1
https://www.spencerstuart.com/-/media/2019/ssbi-2019/us_board_index_2019.pdf

2
https://www.courtlistener.com/recap/gov.uscourts.ilnd.362729/gov.uscourts.ilnd.362729.1.0_3.pdf

3
https://www.cnbc.com/2019/02/26/sen-ron-wyden-grills-pharma-execs-for-raising-drug-prices.html

4
https://www.pwc.com/us/en/services/governance-insights-center/assets/pwc-2019-annual-corporate-directors-survey-full-report-v2.pdf.pdf, at 5

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Board of Directors Statement in Opposition to the Stockholder Proposal to Separateon Independent Chair and CEO (Item 86 on Proxy Card)

              The board of directors recommends that stockholders voteAGAINST this proposal.

Our board of directors believes that our stockholders are best served by preserving the flexibility to determine the appropriate leadership structure for the company in light of the circumstances at the time.

              TheWe believe the proposal would unnecessarily restrict the board's ability to determine the leadership structure best suited to AbbVie and our stockholders and would not allow the board to consider the specific circumstances and needs of AbbVie at a particular time.

              Our board carefully considers the independence of its directors and committees, the availability of an engaged strong lead independent director, the strategic plan, and the leadership of the CEO. It is important that our board continue to be able to assess these relevant factors, in fulfillment ofexercise its fiduciary duty to determine the board leadership structure best suited to meetmost appropriate for the company given the specific circumstances and leadership needs at any particular point in time. The company's robust governance framework ensures that board leadership is balanced with independent participation given the extensive involvement of AbbVie. Further, our board is committed to periodically reviewingthe lead director and his oversight. Therefore, adopting a proposal that would limit the board's ability to exercise decision making on the appropriate leadership structure.is not in stockholders' best interests.

AbbVie's existing leadership structure and corporate governance practices provide strong independent oversight.

              Since its inception in 2013, AbbVie has had a robust lead independent director role. The lead independent director is chosen by and from the independent members of the full board of directors and has significant authority and responsibilities and works directly with the Chairman and CEO, as well as the independent directors, to ensure meaningful independent leadershipoversight of the board. Among other duties, our lead independent director:

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              AbbVie has other robust corporate governance practices designed to protect long-term shareholder value. All directors, other than the CEO, are independent. All key committees and committee chairs are comprised completely of independent directors. Our independent directors meet regularly in executive session, which is presided over by the lead director, as set forth in our Governance Guidelines available on our website.director. Our directors are also subject to majority voting as set forth in our By-Laws. Other corporate governance practices, which are highlighted in our Governance Guidelines (available at www.abbvieinvestor.com) and throughout this proxy statement, include a comprehensive board risk management oversight process; an annual investor engagement program, reaching over 45% of outstanding shares; annual say on pay votes; and proxy access.

The board carefullyperiodically considers AbbVie's leadership structure and has determined that its needs are best met through the existing leadership structure best serves the needs of the company and its stockholders at this time.structure.

              In light of the lead independent director authority and responsibilities and other corporate governance practices, outlined above, the board has determined that its current leadership structure, in which the offices of chairman of the boardChairman and chief executive officerChief Executive Officer are held by one individual, along with a strong and the chair of the nominations and governance committee serves as the lead director,independent Lead Director, ensures that the appropriate level of oversight, independence, and responsibility is applied to all board decisions including risk oversight, and is in the best interests of AbbVie and its stockholders.

The board of directors recommends that you vote AGAINST the proposal.

Stockholder Proposal on Compensation Committee Drug Pricing Report (Item 7 on Proxy Card)

              United Church Funds, and co-filers, including The Sisters of Charity of Saint Elizabeth, Mercy Investment Services, Dominican Sisters of Springfield Illinois, Bon Secours Mercy Health, Inc., Sisters of Providence, Trinity Health, Robeco, Congregation of the Sisters of St. Joseph of Peace, and Benedictine Sisters of Virginia have notified AbbVie that they intend to present the following proposal at the Annual Meeting and that they collectively own 586,439 AbbVie shares.

Resolved: AbbVie Inc. ("AbbVie") shareholders request that the Compensation Committee of the board of directors publish a report (at reasonable expense, within a reasonable time, and omitting confidential or propriety information) assessing the feasibility of incorporating public concern over high drug prices into the senior executive compensation arrangements described in AbbVie's annual proxy materials.

Supporting Statement

              To reward the creation of long-term value, incentive compensation arrangements for senior executives of branded pharmaceutical companies should promote responsible risk management. A key strategic risk now facing pharmaceutical firms is backlash against the high price of medicines. The effects of high drug prices on patient access, government payer budgets and the broader health care system have kept drug prices in the public spotlight, especially as campaigning for 2020 presidential and congressional elections intensifies.

              A 2019 Credit Suisse analyst report stated that US drug price rises contributed 33% of industry net income growth in 2018 and noted "strong political pressure to reduce absolute drug prices." The report ranked AbbVie as one of the companies at greatest risk from regulatory changes that have been floated, such as using international reference pricing and eliminating Medicare rebates, and identified Humira as benefiting substantially from high rebates. (Global Pharmaceuticals, "Future of US Drug Rebates Under Review," Apr. 29, 2019, at 4, 6-7, 11) One estimate pegged the increase in US healthcare costs from AbbVie's January 2018 9.7% price increase for Humira at $1 billion for 2018 alone. (https://splinternews.com/your-meds-dont-have-to-cost-this-much-1830657097)

              We are concerned that AbbVie's senior executive incentive compensation arrangements may not encourage consideration of risks created by high prices. For example, 80% of CEO Richard Gonzalez's annual bonus is determined by one-year financial metrics, including net revenue, income before taxes and Humira sales, while only 20% depends on R&D/lnnovation. (2019 Proxy Statement, at 38) Although the final vesting of performance share awards occurs after a three-year cycle, performance on one of the two metrics, earnings per share, depends on meeting three separate annual

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              In summary, the proposal would unnecessarily restrict the independent board members' flexibility, regardless of circumstances, to appoint the individual they think is the most appropriate person to serve as Chair, even with a balanced, strong lead independent director structure. These undue restrictions on the board, in light of AbbVie's robust independent oversight mechanisms, are not in the best interests of stockholders.

The board of directors recommends that you vote AGAINST the proposal.

Stockholder Proposal on Compensation Committee Report on Drug Pricing (Item 9 on Proxy Card)

              The United Church Funds, and co-filers, including Mercy Health, Mercy Investment Services, Inc., Religious of the Sacred Heart of Mary, Sisters of Providence, Mother Joseph Providence, Sisters of St. Francis of Philadelphia, Sisters of St. Joseph of Orange, Trinity Health, UAW Retiree Medical Benefits Trust, and Zevin Asset Management, LLC on behalf of Claire L Bateman 1991 Trust, have notified AbbVie that they intend to present the following proposaltargets. (Seeid. at the Annual Meeting and that they collectively own approximately 290,857 AbbVie shares.

              RESOLVED, that shareholders of AbbVie Inc. ("AbbVie") urge the Compensation Committee (the "Committee") to report annually to shareholders on the extent to which risks related to public concern over drug pricing strategies are integrated into AbbVie's incentive compensation policies, plans and programs (together, "arrangements") for senior executives. The report should include, but need not be limited to, discussion of whether incentive compensation arrangements reward, or not penalize, senior executives for (i) adopting pricing strategies, or making and honoring commitments about pricing, that incorporate public concern regarding the level or rate of increase in prescription drug prices; and (ii) considering risks related to drug pricing when allocating capital.

SUPPORTING STATEMENT

              As long-term investors, we believe that senior executive incentive compensation arrangements should reward the creation of sustainable long-term value. To that end, it is important that those arrangements align with company strategy and encourage responsible risk management.

              A key risk facing pharmaceutical companies is potential backlash against high drug prices. Public outrage over high prices and their impact on patient access may force price rollbacks and harm corporate reputation. Legislative or regulatory investigations regarding pricing of prescription medicines may bring about broader changes, with some favoring allowing Medicare to bargain over drug prices. (E.g., https://democrats-oversight.house.gov/news/press-releases/cummings-and-welch-launch-investigation-of-drug-companies-skyrocketing-prices; https://democrats-oversight.house.gov/news/press-releases/cummings-and-welch-propose-medicare-drug negotiation-bill-in-meeting-with)

              We applaud AbbVie for committing not to increase prices by more than 10%. We are concerned, however, that the incentive compensation arrangements applicable to AbbVie's senior executives may undermine that commitment. A September 2017 analyst report stated that AbbVie was considering revisiting the pricing pledge, which the report suggested could improve sales of Humira. (http://www.fiercepharma.com/pharma/abbvie-thinks-humira-biosims-are-years-off-eyes-20b-sales-for-key-med-report) AbbVie later promised to adhere to the pledge through 2018. (http://www.fiercepharma.com/pharma/abbvie-sticks-pricing-pledge-denies-reports)

              AbbVie uses net revenue, income before taxes and Humira sales as metrics for the annual bonus and earnings per share (EPS) as a metric for certain long-term incentive awards to senior executives. (2017 Proxy Statement, at 35) A recent Credit Suisse analyst report stated that "US drug price rises contributed 100% of industry EPS growth in 2016" and characterized that fact as "the most important issue for a Pharma investor today." The report identified AbbVie as a company where price increases accounted for at least 100% of EPS growth in 2016.(Global Pharma and Biotech Sector Review: Exploring Future US Pricing Pressure, Apr. 18, 2017, at 1)

              In our view, excessive53-54) Excessive dependence on drug price increases is a risky and unsustainable strategy, especiallytactics like high rebates that limit competition create significant risks, which may be exacerbated when price hikes drive large senior executive payouts. For example, media coverage of the skyrocketing cost of Mylan's EpiPen noted that a 600% rise in Mylan's CEO's total compensation accompanied the 400% EpiPen price increase.

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(Seee.g., https://www.nbcnews.com/business/consumer/mylan-execs-gave-themselves-raises-they-hiked-epipen-prices-n636591; https://www.wsj.com/articles/epipen-maker-dispenses-outsize-pay-1473786288; https://www. marketwatch.com/story/mylan-top-executive-pay-was-second-highest-in-industry-just-as-company-raised-epipen-prices-2016-09-13)

              The disclosureAccordingly, we request would allow shareholdersbelieve it is advisable for the Compensation Committee to better assessexplore incorporating measures that relate to the financial and strategic risks created by high drug prices into senior executive compensation arrangements. This Proposal gives the compensation committee total discretion in selecting potential measures and in analyzing the feasibility of incorporating them. By way of illustration, though, such measures could reward executives for increasing access or limit the extent to which compensation arrangements encourage senior executivesprice increases can be used to responsibly manage risks relating to drug pricingmeet revenue and contribute to long-term value creation. income targets.

Board of Directors Statement in Opposition to the Stockholder Proposal on Compensation Committee Report on Drug Pricing Report (Item 97 on Proxy Card)

              The board of directors recommends that stockholders voteAGAINST this proposal. AbbVie has demonstrated a commitment to both balanced, appropriate executive compensation programs and to responsible drug pricing. The preparation and maintenance of the proposed report would not provide meaningful information to stockholders, would not be a good use of AbbVie's resources, and is unnecessary.

AbbVie's compensation programs effectively account for responsible risk management.

              In collaboration with the compensation committee's independent compensation consultant, AbbVie conducts an annual in-depth compensation risk assessment with respect to its compensation policies and practices. The results of this assessment, including the major factors used to arrive at the results, are already published in this Proxy Statement.proxy statement. This comprehensive risk assessment appropriately evaluates AbbVie's compensation risk exposure and its potential impact on compensation outcomes, resulting in compensation decisions that are aligned with creating stockholder value and improving company performance without undue risk-taking. A report specifically focused only on drug pricing risk would be redundant to, and much less meaningful than, the broader compensation risk assessment already conducted by AbbVie.

              Executive officers are evaluated based on quantitative financial metrics and qualitative factors, such as individual, strategic and leadership achievements, as well as relative accomplishments and/or developments in the company and the marketplace. Further, our executive officers are also evaluated on contributions to the company's reputation and sustainability. The use of both quantitative and qualitative metrics effectively mitigatemitigates the impact of a single risk, such as dependence on drug pricing, on overall compensation. In addition, AbbVie's compensation programs use both short-term and long-term metrics, which mitigates the potential risks of over-reliance on short-term actions, such as excessive increases in prices, and encourages strategies that result in long-term value creation.

              Further, AbbVie's current compensation policies and practices provide the compensation committee, comprised entirely of independent directors, with the authority to exercise discretion to substantially adjust incentive payments, if needed.

AbbVie is committed to responsible drug pricing.

              AbbVie evaluates specific pricing decisions on an annual basis with careful consideration of a variety of factors. As previously disclosed,In 2019, as in 2017 and 2018, AbbVie will takepublicly committed to taking no more than one, single digitsingle-digit price increase, in 2018 and will continueas part of our ongoing commitment to actacting responsibly with respectregard to drug pricing. Indeed, the proponents acknowledge and "applaud" AbbVie's commitment. This commitment notis factored into our long-range plan and executive performance metrics are set in advance. Therefore, AbbVie already limits the risk of extreme price increases being used to increase prices by more than 10%.inappropriately meet performance goals.

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              AbbVie's strategy is to developaddress some of the world's toughest health challenges by developing innovative therapies that could have a significantmeaningful impact on patients.patients' lives. Our strategy does not rely on price increases. Since the company's inception, AbbVie has launched more than 15 new products or indications across key therapeutic areas, andincluding in indications for which there was previously substantial unmet medical need. AbbVie has also developed one of the strongest late-stage pipelines in the industry with several programs positioned for market leadership.

              In summary, withgiven our responsible compensation program design, existing compensation risk assessment, responsible drug pricing and other practices, the proposal would not provide meaningful information to stockholders, would not be a good use of AbbVie resources, and is unnecessary.

              The board of directors recommends that you vote AGAINST this proposal.

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Corporate Governance Materials

              AbbVie's corporate governance guidelines with the outline of directorship qualifications; director independence guidelines; code of business conduct; and audit committee, compensation committee, nominations and governance committee, and public policy committee charters are all available in the corporate governance section of AbbVie's investor relations website atwww.abbvieinvestor.com.

Procedures for Approval of Related Person Transactions

              It is AbbVie's policy that the nominations and governance committee review, approve, ratify or disapprove of all transactions in which AbbVie 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:

              In determining whether to approve or ratify a related person transaction, the nominations and governance committee will consider the following items, among others:

              This process is included in the nominations and governance committee's written charter, which is available on the corporate governance section of AbbVie's investor relations website atwww.abbvieinvestor.com.

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ADDITIONAL INFORMATION

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

              AbbVie believes that during 2017 its executive officers and directors timely complied with all filing requirements under Section 16(a) of the Securities Exchange Act requires AbbVie's directors and executive officers, and persons who own more than 10% of 1934.a registered class of AbbVie's equity securities, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of such equity securities of AbbVie. With the exception of one report filed on behalf of an executive officer on December 7, 2018, which was filed one day late due to an administrative error, to AbbVie's knowledge, no executive officer or director of AbbVie failed to file reports required by Section 16(a) on a timely basis.

Performance-Based Compensation Arrangements

              The Performance Incentive Plan and the Incentive Stock Program are intended to comply with Internal Revenue Code Section 162(m) to permit deductibility of performance-based compensation with respect to awards granted before November 2017. In connection with such awards, the compensation committee expects to take appropriate steps to preserve deductibility, but has the flexibility to take actions that may be based on considerations in addition to tax deductibility. The committee believes that stockholder interests are best served by not restricting the committee's discretion and flexibility in crafting compensation programs, even if such programs may result in certain non-deductible compensation expenses. Accordingly, the committee may approve components of compensation for certain executive officers that are not deductible.

              As described in other sections of this proxy statement, the company's compensation programs are designed to align executive officer pay with the performance of the company and the executive officers. The elimination of the performance-based compensation deduction under Code Section 162(m) has not altered the commitment of the company and the compensation committee to performance-based compensation principles.

              While the compensation committee does not anticipate there would ever be circumstances where a restatement of earnings upon which any incentive plan award decisions were based would occur, the committee, in evaluating such circumstances, has discretion to take all actions necessary to protect the interests of stockholders up to and including actions to recover such incentive awards.

Exclusive Forum

              AbbVie is incorporated in the state of Delaware and Delaware law governs the relationship among its directors, officers, and stockholders (also known as the internal affairs doctrine). To provide for the orderly, efficient and cost-effective resolution of Delaware-law issues affecting AbbVie, the company's Certificate of Incorporation provides that unless the board of directors otherwise determines, Delaware courts are the exclusive forum for cases involving the internal affairs doctrine, derivative actions brought on behalf of the company, claims for breach of fiduciary duty, and other matters concerning Delaware statutory and common law. The provision does not apply to any other cases brought against AbbVie.

Other Matters

              The board of directors knows of no other business to be transacted at the 20182020 Annual Meeting of Stockholders, but if any other matters do come before the meeting, it is the intention of the persons named in the accompanying proxy to vote or act with respect to them in accordance with their best judgment.

Date for Receipt of Stockholder Proposals for the 20192021 Annual Meeting Proxy Statement

              Stockholder proposals for presentation at the 20192021 Annual Meeting must be received by AbbVie no later than November 20, 201825, 2020 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 20192021 meeting.

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

              A stockholder may recommend persons as potential nominees for director by submitting the names of such persons in writing to the secretary of AbbVie. Recommendations must be accompanied by certain information about both the nominee and the stockholder making the nomination, as set forth in AbbVie's Amended and Restated By-Laws. A nominee who is recommended by a stockholder following these procedures will receive the same consideration as other comparably qualified nominees.

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ADDITIONAL INFORMATION

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

may nominate persons for director, or make proposals of other business to be brought before the Annual Meeting, by providing proper timely written notice to the secretary of AbbVie. That notice must include certain information required by Article II of AbbVie's Amended and Restated By-Laws, including information about the stockholder, 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 stockholder 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 stockholder in such business and certain other information specified in the By-Laws. In addition, in the case of a director nomination, 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 or to bring business properly before the Annual Meeting must be received at AbbVie'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 more than thirty days before or sixty days after such anniversary date, notice by the stockholder must be received not less than ninety days and not more than one hundred twenty days prior to the date of such Annual Meeting and not later than the close of business on the later of ninety days prior to the date of such Annual Meeting, or, if the first public announcement of the date of such Annual Meeting is less than one hundred days prior to the date of such Annual Meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by AbbVie. To be timely for the 20192021 Annual Meeting, this written notice must be received by AbbVie no later than February 4, 2019.15, 2021.

              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 AbbVie at AbbVie'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.

Procedure for Stockholder Nominations to be Included in AbbVie's Proxy Materials

              AbbVie recently adopted a proxy access By-Law provision to permit a stockholder, or a group of up to 20 stockholders, continuously owning shares of our company for at least 3 years and representing an aggregate of at least 3% of the outstanding shares of common stock, to nominate and include in our proxy materials director nominee(s)

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ADDITIONAL INFORMATION

constituting up to 25% of the total number of the directors in office, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our By-Laws. Notice must include certain information required by Article II of AbbVie's Amended and Restated By-Laws. To be timely, written notice must be received at AbbVie's principal executive offices not earlier than 150 days and not later than 120 days before the anniversary of the date that the company mailed its proxy statement for the prior year's annual meeting of stockholders. To be timely for the 20192021 Annual Meeting, this written notice must be received by AbbVie no later than November 20, 201825, 2020 and must include the specific information required by, and otherwise comply with the requirements of, our By-Laws.

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ADDITIONAL INFORMATION

Householding of Proxy Materials

              The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (such as brokers or banks) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single Notice or proxy statement addressed to those security holders. This process, which is commonly referred to as "householding," potentially provides extra convenience for security holders and cost savings for companies.

              Several brokers and banks with accountholders who are AbbVie stockholders will be "householding" our proxy materials. As indicated in the notice provided by these brokers to AbbVie stockholders, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Once you have received notice from your broker that it will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and you prefer to receive a separate proxy statement, please notify your broker, or contact Broadridge Financial Solutions at 1-866-540-7095, or write to us at Investor Relations, AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request "householding" of their communications should contact their broker or bank.

Cautionary Statement Regarding Forward-Looking Statements

              This proxy statement contains certain forward-looking statements regarding business strategies, market potential, future financial performance and other matters. The words "believe," "expect," "anticipate," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of AbbVie management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Factors that could cause actual results or events to differ materially from those anticipated include the matters described in AbbVie's Annual Report on Form 10-K for the year ended December 31, 20172019 under Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." AbbVie does not undertake any obligation to update the forward-looking statements included in this proxy statement to reflect events or circumstances after the date hereof, unless AbbVie is required by applicable securities law to do so.

General

              It is important that proxies be returned promptly. Stockholders are urged to vote, regardless of the number of shares of AbbVie common stock owned. Stockholders may vote by telephone, by Internet, or by mail if a printed version of the proxy card was received or requested. Stockholders who vote by telephone or the Internet do not need to return a proxy card.

              The Annual Meeting will be held on Friday, May 8, 2020 at 9:00 a.m. CT. The safety of our stockholders is important to us, and given the current guidance by public health officials surrounding COVID-19 and group gatherings, this year's Annual Meeting will be a "virtual meeting" of stockholders. You will be able to attend the Annual Meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/ABBV2020. This website can be accessed on a computer, tablet, or phone with internet connection. For stockholders without access to the internet, you may listen to the Annual Meeting by telephone at 1-877-328-2502. AbbVie will make any required list of stockholders available during the meeting.

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              TheTo be admitted to the Annual Meeting will be held at www.virtualshareholdermeeting.com/ABBV2020, you must enter the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601. Admission tocontrol number found on your proxy card, voting instruction form or notice you received. You may vote during the Annual Meeting by following the instructions available on the meeting will be by admission card only. A stockholder planning to attendwebsite during the meeting should promptly complete and return the reservation form. Reservation forms must be received before April 27, 2018. An admission card admits only one person. A stockholder may request two admission cards, but a guest must be accompanied by a stockholder.meeting.

  By order of the board of directors.
LAURA J. SCHUMACHER
SECRETARY

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Appendix A

Proposed Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AbbVie Inc.

              The text of the proposed amendment is marked to reflect the proposed changes.

              AbbVie Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:

1.    Sections 2, 3, and 4 of Article VI of AbbVie's Amended and Restated Certificate of Incorporation are amended to read as follows:

2.    The foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be executed by the undersigned officer, duly authorized, as of the        day of                        2018.

AbbVie Inc.



By:




Name:
Title:

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Appendix B

Proposed Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AbbVie Inc.

              The text of the proposed amendment is marked to reflect the proposed changes.

              AbbVie Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:

1.    Articles VIII and XI of AbbVie's Amended and Restated Certificate of Incorporation are amended to read as follows:


ARTICLE VIII
AMENDMENTS TO BY-LAWS

              In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the By-laws of the Corporation (the "By-laws") may be altered, amended or repealed, in whole or in part, and new By-laws may be adopted, (i) by the affirmative vote of shares representing a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors;provided,however,that any proposed alteration, amendment or repeal of, or the adoption of any By-law inconsistent with, Sections 2.2, 2.12, 3.2, 3.3, 3.10 or 3.11, Article VII or Article X of the By-laws (in each case, as in effect on the date hereof), or the alteration, amendment or repeal of, or the adoption of any provision inconsistent with this sentence, may only be made by the affirmative vote of shares representing not less than eighty percent (80%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors; andprovidedfurther,however, that in the case of any such stockholder action at a meeting of stockholders, notice of the proposed alteration, amendment, repeal or adoption of the new By-law or By-laws must be contained in the notice of such meeting, or (ii) by action of the Board of Directors of the Corporation;provided,however, that the case of any such action at a meeting of the Board of Directors, notice of the proposed alteration, amendment, repeal or adoption of the new By-law or By-laws must be given not less than two days prior to the meeting.

* * *


ARTICLE XI
AMENDMENTS

              The Corporation reserves the right to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are subject to this reservation.In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware as they presently exist or may hereafter be amended, subject to any limitations contained elsewhere in this Amended and Restated Certificate of Incorporation, the Corporation may from time to time adopt, amend or repeal any provisions of this Amended and Restated Certificate of Incorporation;provided,however, that any proposed alteration, amendment or repeal of, or the adoption of any provision inconsistent with, Article VI and Article VII of this Amended and Restated Certificate of Incorporation (in each case, as in effect on the date hereof), or the alteration, amendment or repeal of, or the adoption of any provision inconsistent with this sentence, may only be made by the affirmative vote of shares representing not less than eighty percent (80%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

2.    The foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be executed by the undersigned officer, duly authorized, as of the            day of                        2018.2020.

  AbbVie Inc.

 

 

By:

 



  Name:  
  Title:  

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Appendix CB

AbbVie Inc.
Reconciliation of GAAP Reported to Non-GAAP Adjusted Information
Year Ended December 31, 20172019
(Unaudited) (In millions, except per share data)

Non-GAAP Financial Results

Financial results are presented on both a reported and a non-GAAP basis. Reported results were prepared in accordance with GAAP and include all revenues and expenses recognized during the period. Non-GAAP results adjust for certain non-cash items and for factors that are unusual or unpredictable, and exclude those costs, expenses, and other specified items. AbbVie's management believes non-GAAP financial measures provide useful information to investors regarding AbbVie's results of operations and assist management, analysts, and investors in evaluating the performance of the business. Non-GAAP financial measures should be considered in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP.

Business Performance Highlights Reconciliations

1.
Net Revenues since 2013 Inception and Compound Annual Growth Rate

 2017
 2016
 2015
 2014
 2013
 2017-2013 CAGR
  2019
 2018
 2017
 2016
 2015
 2014
 2013
 2019-2013
CAGR

 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 

As reported (GAAP)

 $28,216 $25,638 $22,859 $19,960 $18,790 10.7%  $33,266 $32,753 $28,216 $25,638 $22,859 $19,960 $18,790 10.0% 

Adjusted for specified items:

  (78) (40) (81)  —%   (20)  (78) (40) (81)   
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 

As adjusted (non-GAAP)

 $28,216 $25,560 $22,819 $19,879 $18,790 10.7%  $33,266 $32,733 $28,216 $25,560 $22,819 $19,879 $18,790 10.0% 

The 2018 specified revenue item represents a milestone payment received under a previously announced collaboration. The 2016 specified revenue items included milestone revenue under previously announced collaborations and prior period royalty revenue related to a patent lawsuit settlement. The 2015 net revenue specified item represents a milestone payment received under a previously announced collaboration. The 2014 net revenue specified item reflects royalty income from prior periods recognized in the fourth quarter of 2014 as a result of the settlement of a licensing arrangement.

2.
Diluted Earnings Per Share Compound Annual Growth Rate and Operating Margin Expansion since 2013 Inception

 Earnings Per Share Operating Margin
Expansion
  Earnings Per Share Operating Margin Expansion

 2017
 2013
 2017-2013
CAGR

 2017
 2013
 2017-2013
Expansion

  2019
 2013
 2019-2013
CAGR

 2019
 2018
 2013
 2019-2018
Expansion

 2019-2013
Expansion

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 

As reported (GAAP)

 $3.30 $2.56 6.5% 34.0% 30.1% 390 bps  $5.28 $2.56 12.8% 39.0% 19.5% 30.1% 1,950 bps 890 bps

Adjusted for specified items:

 2.30 0.58   8.6% 6.2% 240 bps  3.66 0.58   8.3% 25.1% 6.2% (1,680) bps 210 bps
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 

As adjusted (non-GAAP)

 $5.60 $3.14 15.6% 42.6% 36.3% 630 bps  $8.94 $3.14 19.1% 47.3% 44.6% 36.3% 270 bps 1,100 bps
3.
Net Revenues Increase and HUMIRAHumira Sales Growth over 20162018

 Net Revenues
 HUMIRA Sales
  Net Revenues
 Humira Sales
 
​ ​ ​ ​ 

As reported (GAAP)

 10.1% 14.6%  1.6% (3.9)% 

Adjusted for specified and other items:

 0.3% —%  —% —% 

Adjusted for foreign exchange:

 (0.3)%(0.2)% 1.1% 1.0% 

As adjusted (non-GAAP)

 10.1% 14.4%  2.7% (2.9)% 

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Appendix CB

4.
Diluted Earnings Per Share since 2013 Inception

 2017
 2016
 2015
 2014
 2013
  2019
 2018
 2017
 2016
 2015
 2014
 2013
 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
As reported (GAAP) $3.30 $3.63 $3.13 $1.10 $2.56  $5.28 $3.66 $3.30 $3.63 $3.13 $1.10 $2.56 
Adjusted for specified items:                          

Intangible asset amortization

 0.51 0.38 0.20 0.18 0.23  0.86 0.69 0.51 0.38 0.20 0.18 0.23 

Separation costs

   0.13 0.24 0.10      0.13 0.24 0.10 

Milestones and other R&D expenses

 0.09 0.05 0.26 0.48   0.20 0.09 0.09 0.05 0.26 0.48  

Acquired IPR&D

 0.20 0.12 0.09 0.15 0.21  0.25 0.27 0.20 0.12 0.09 0.15 0.21 

Reata divestiture

 (0.20)      

Calico collaboration

  0.32      

Stemcentrx-related impairment

 0.56 2.66      

Charitable contribution

  0.18      

Acquisition related costs

 0.03 0.16 0.25    0.23  0.03 0.16 0.25   

Shire transaction and termination costs

   0.10 1.12       0.10 1.12  

Change in fair value of contingent consideration

 0.39 0.14     2.14 0.31 0.39 0.14    

Restructuring(1)

 0.10       

Litigation reserves

 0.18  0.08    (0.28)0.18 0.18  0.08   

Intangible asset impairment

 0.15        0.15     

Venezuela devaluation loss

  0.18        0.18    

Revaluation due to Section 987 tax law change

  0.12        0.12    

U.S. tax reform repatriation tax

 2.81 ��    

Other impacts related to tax law change

 (2.04)    

Tax audit settlement

 (0.06)     

Impacts related to tax law changes

 (0.27)(0.49)0.71     

Other

 0.04 0.04 0.05 0.05 0.04  0.07 0.04 0.04 0.04 0.05 0.05 0.04 
​ ​ ​ ​ ​ ​ ​ 
As adjusted (non-GAAP) $5.60 $4.82 $4.29 $3.32 $3.14  $8.94 $7.91 $5.60 $4.82 $4.29 $3.32 $3.14 
(1)
Prior to 2019, restruturing impacts were minimal and included in the Other category.

20172019 Performance Results for Financial Goals Reconciliations


 Net Revenues
 Income Before Taxes
 Operating Margin
 HUMIRA Sales
  Net Revenues
 Income Before Taxes
 Operating Margin
 Humira Sales
 
​ ​ ​ ​ ​ ​ ​ ​ 
As reported (GAAP) $28,216 $7,727 $9,592 $18,427  $33,266 $8,426 $12,983 $19,169 
Adjusted for specified items:  3,379 2,435    6,150 2,747  
Adjusted for foreign exchange: (92) 47 46 (80) 4 103 39 4 
As adjusted (non-GAAP) $28,124 $11,153 $12,073 $18,347  $33,270 $14,679 $15,769 $19,173 

The calculation of Adjusted Return on Assets reflects Adjusted Net Earnings.Earnings and Adjusted Net Assets.

LOGO

C-2B-2  GRAPHIC   |  20182020 Proxy Statement


Table of Contents

LOGO

AbbVie Inc.
1 North Waukegan Road
North Chicago, Illinois 60064 U.S.A.

Notice of Annual Meeting
of Stockholders
and Proxy Statement

Meeting Date
May 4, 2018

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.

Reservation Form for Annual Meeting

I am a stockholder of AbbVie Inc. and I plan to attend the Annual Meeting to be held at the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601 at 9:00 a.m. CT on May 4, 2018.

Please send me an admission card for each of the following persons.

Name

Name

Address



Address

City



City

State



State

Zip Code



Zip Code

Phone Number (        )



Phone Number (        )

If you plan to attend the meeting, please complete the Reservation Form and send it to AbbVie Inc., Annual Meeting Ticket Requests, AP34, 1 North Waukegan Road, North Chicago, Illinois 60064. Due to space limitations, Reservation Forms must be received before April 27, 2018. An admission card, along with a form of photo identification, admits one person. A stockholder may request two admission cards, but a guest must be accompanied by a stockholder.

To prevent 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.

LOGO


 

VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on Thursday, May 3, 2018.7, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ABBVIE INC. 1 NORTH WAUKEGAN ROAD NORTH CHICAGO, IL 60064During The Meeting - Go to www.virtualshareholdermeeting.com/ABBV2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on Thursday, May 3, 2018.7, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ABBVIE INC. 1 NORTH WAUKEGAN ROAD NORTH CHICAGO, IL 60064 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E35702-P01726E92686-P34491 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ABBVIE INC. The Board of Directors recommends you vote FOR the following: For All Against All For All Except To vote against any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ABBVIE INC. The Board of Directors recommends you vote FOR the following: For All Against All For All Except ! ! ! 1. Election of Class IIIII Directors Nominees: 01) 02) 03) 04) Roxanne S. Austin Richard A. Gonzalez RebeccaRobert J. Alpern Edward M. Liddy Melody B. Roberts Glenn F. TiltonMeyer Frederick H. Waddell The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 5. Ap prova l of a m ana gem en t p rop osa l reg ard in g amendment of the certificate of incorporation for the annual election of directors Ap prova l of a m ana gem en t p rop osa l reg ard in g amendment of the certificate of incorporation to eliminate supermajority voting ! ! For ! ! Against ! ! Abstain The Board of Directors recommends you vote FORAGAINST the followingstockholder proposals: For Against Abstain 6. ! ! 2 Years ! ! 3 Years ! ! Abstain! ! ! ! ! ! ! ! ! ! ! ! 2. Ratification of Ernst & Young LLP as AbbVie's independent registered public accounting firm for 20182020 Say on Pay – An advisory vote on the approval of executive compensation The BoardApproval of Directors recommends you vote AGAINSTa management proposal regarding amendment of the stockholder proposals: ! ! ! ! ! ! ! ! ! 3. 7.certificate of incorporation to eliminate supermajority voting 5. Stockholder Proposal – to Issue an Annual Report on Lobbying Stockholder Proposal – to Separate Chair and CEO The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 Year 8. ! ! ! ! 4. Say When on Pay – An advisory vote on the frequency of the advisory voteAdopt a Policy to approve executive compensation 9.Require Independent Chairman Stockholder Proposal – to Issue an Annuala Compensation Committee Report on Drug Pricing 3. 6. 4. 7. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

 


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. E35703-P01726E92687-P34491 ABBVIE INC. Annual Meeting of Stockholders May 4, 20188, 2020 9:00 AM CT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Richard A. Gonzalez and Laura J. Schumacher, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of AbbVie Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM CT on Friday, May 4, 2018,8, 2020, held virtually at the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601,www.virtualshareholdermeeting.com/ABBV2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

 


VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on Tuesday, May 1, 2018.5, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ABBVIE INC. 1 NORTH WAUKEGAN ROAD NORTH CHICAGO, IL 60064 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on Tuesday, May 1, 2018.5, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E35704-P01726E92688-P34491 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ABBVIE INC. The Board of Directors recommends you vote FOR the following: For All Against All For All Except To vote against any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ABBVIE INC. The Board of Directors recommends you vote FOR the following: For All Against All For All Except ! ! ! 1. Election of Class IIIII Directors Nominees: 01) 02) 03) 04) Roxanne S. Austin Richard A. Gonzalez RebeccaRobert J. Alpern Edward M. Liddy Melody B. Roberts Glenn F. TiltonMeyer Frederick H. Waddell The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 5. Ap prova l of a m ana gem en t p rop osa l reg ard in g amendment of the certificate of incorporation for the annual election of directors Ap prova l of a m ana gem en t p rop osa l reg ard in g amendment of the certificate of incorporation to eliminate supermajority voting ! ! For ! ! Against ! ! Abstain The Board of Directors recommends you vote FORAGAINST the followingstockholder proposals: For Against Abstain 6. ! ! 2 Years ! ! 3 Years ! ! Abstain! ! ! ! ! ! ! ! ! ! ! ! 2. Ratification of Ernst & Young LLP as AbbVie's independent registered public accounting firm for 20182020 Say on Pay – An advisory vote on the approval of executive compensation The BoardApproval of Directors recommends you vote AGAINSTa management proposal regarding amendment of the stockholder proposals: ! ! ! ! ! ! ! ! ! 3. 7.certificate of incorporation to eliminate supermajority voting 5. Stockholder Proposal – to Issue an Annual Report on Lobbying Stockholder Proposal – to Separate Chair and CEO The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 Year 8. ! ! ! ! 4. Say When on Pay – An advisory vote on the frequency of the advisory voteAdopt a Policy to approve executive compensation 9.Require Independent Chairman Stockholder Proposal – to Issue an Annuala Compensation Committee Report on Drug Pricing 3. 6. 4. 7. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

 


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. E35705-P01726E92689-P34491 ABBVIE INC. ABBVIE SAVINGS PLAN Annual Meeting of Stockholders May 4, 20188, 2020 9:00 AM CT This proxy is solicited by the Board of Directors Participants in the AbbVie Savings Plan will receive a voting instruction card for their shares of AbbVie Inc. common stock held in the AbbVie Savings Plan Trust. The Trust is administered by both a trustee and an investment committee. The trustee is The Northern Trust Company. The members of the investment committee are William H.S. Preece, Tabetha A. Skarbek,Scott T. Reents, and Michael J. Thomas, employees of AbbVie. 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 of AbbVie common stock for which no voting instructions are received. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side