9

11

Table of Contents

INFORMATION ABOUT THE ANNUAL MEETING

NOTICE AND ACCESS

In accordance with the Securities and Exchange Commission's "Notice and Access" rules, Abbott mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to certain shareholders in mid-March of 2021. The Notice describes the matters to be considered at the Annual Meeting and how the shareholders can access the proxy materials online. It also provides instructions on how those shareholders can vote their shares. If you received the Notice, you will not receive a print version of the proxy materials, unless you request one. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice.

HOW TO ATTEND THE MEETING ON THE VIRTUAL MEETING PLATFORM

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

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

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

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

•

A copy of the voter instruction form contained in the proxy materials mailed to you from your broker;



•

A copy of a broker statement evidencing that you are an Abbott shareholder; or



•

A legal proxy from your broker reflecting your ownership of Abbott shares.

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

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

HOW TO ATTEND THE MEETING BY PHONE

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

WHO CAN VOTE

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

12      

Table of Contents

HOW TO VOTE

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

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

•

by telephone (1-800-652-VOTE (8683)), or



•

or on the Internet at www.investorvote.com/abt.

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

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

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

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

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

HOW TO SUBMIT QUESTIONS

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

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

TECHNICAL SUPPORT

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

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

REVOKING A PROXY

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

•

by delivering a written notice to the Secretary of Abbott,



•

by delivering an authorized proxy with a later date, or



•

by voting by telephone or using the Internet after you have given your proxy.

CUMULATIVE VOTING

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

13

Table of Contents

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

DISCRETIONARY VOTING AUTHORITY

Unless authority is withheld in accordance with the instructions on the proxy, the persons named in the proxy will vote the shares covered by proxies they receive to elect the 13 nominees named in Item 1 on the proxy card. Should a nominee become unavailable to serve, the shares will be voted for a substitute designated by the Board of Directors, or for fewer than 13 nominees if, in the judgment of the proxy holders, such action is necessary or desirable. The persons named in the proxy may also decide to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than the other nominees (or no votes at all), although they have no present intention of doing so. The proxy holders may not cast your vote for any nominee from whom you have withheld authority to vote.

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

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

QUORUM AND VOTE REQUIRED TO APPROVE EACH ITEM ON THE PROXY

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

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

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

INSPECTORS OF ELECTION

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

14      

Table of Contents

COST OF SOLICITING PROXIES

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

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

ABBOTT LABORATORIES STOCK RETIREMENT PLAN

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

CONFIDENTIAL VOTING

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

•

where disclosure may be required by law or regulation,



•

where disclosure may be necessary in order for Abbott to assert or defend claims,



•

where a shareholder provides comments with a proxy,



•

where a shareholder expressly requests disclosure,



•

to allow the inspectors of election to certify the results of a vote, or



•

in other limited circumstances, such as a contested election or proxy solicitation not approved and recommended by the Board of Directors.

HOUSEHOLDING OF PROXY MATERIALS

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

15

Table of Contents

NOMINEES FOR ELECTION AS DIRECTORS

	​	ROBERT J. ALPERN, M.D. Director sinceSince 2008   Age 70 72 Ensign Professor of Medicine and Physiology and Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine
PROFESSIONAL BACKGROUND ●  Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine since June 2004. ●  Dean of Yale School of Medicine from June 2004 to January 2020. ●  Dean of The University of Texas Southwestern Medical Center from July 1998 to May 2004. ●  Served on the Board of Directors of Yale New Haven ConnecticutHospital from October 2005 to January 2020. OTHER PUBLIC COMPANY BOARDS AbbVie Inc., Tricida, Inc. KEY QUALIFICATIONS AND EXPERTISE As a result of his long-tenured leadership positions at the Yale School of Medicine and The University of Texas Southwestern Medical Center, and as a former 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 Abbott’s key research and development initiatives.

	​	CLAIRE BABINEAUX-FONTENOT Director Since 2022   Age 58 Chief Executive Officer, Feeding America

PROFESSIONAL BACKGROUND

●  Chief Executive Officer of Feeding America, a U.S. hunger-relief charitable organization, since 2018.

	​	ROXANNE S. AUSTIN Director●  Founder of CBF Consulting Group, LLC, a business consulting firm, since 2000 Age 60 2017. ●  Executive Vice President and Global Treasurer of Walmart Inc., a multinational retail corporation operating supercenters, discount department stores, and eCommerce websites, from 2014 to 2017. ●  Senior Vice President and Chief Tax Officer of Walmart, from 2007 to 2014. ●  Vice President of Audits and Tax Policy of Walmart, from 2004 to 2007. ●  Serves on the Board of Directors of New York Life Insurance Company and served on the Board of Directors of Charah Solutions, Inc. from 2018 to 2019. KEY QUALIFICATIONS AND EXPERTISE As the Chief Executive Officer Austin Investment Advisors, Newport Coast, California (Private Investmentof Feeding America, Ms. Babineaux-Fontenot provides Abbott’s Board with substantial experience in organizational governance, strategic planning, and Consulting Firm)	​	supply chain and infrastructure management, and through her prior financial leadership roles at Walmart, Ms. Babineaux-Fontenot contributes extensive expertise and knowledge of global risk management and corporate finance and accounting matters for a multinational public company.

10

---

Ms. Austin is President and Chief Executive Officer of Austin Investment Advisors, a private investment and consulting firm, and chairs the U.S. Mid-Market Investment Advisory Committee of EQT Partners. Previously, Ms. Austin also served as the President and Chief Executive Officer of Move Networks, Inc., a provider of Internet television services. Ms. Austin served as President and Chief Operating Officer of DIRECTV, Inc. Ms. Austin also served as Executive Vice President and Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. Ms. Austin served on the Board of Directors of Telefonaktiebolaget LM Ericsson from 2008 to 2016 and Target Corporation from 2002 to 2020. Ms. Austin currently serves on the Board of Directors of AbbVie Inc., CrowdStrike Holdings, Inc., Teledyne Technologies Incorporated, and Verizon Communications. Ms. Austin will not stand for re-election at Teledyne Technologies Incorporated's 2021 annual meeting of stockholders.

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

​

16      

---

Table of Contents

	​	SALLY E. BLOUNT, PH.D. Director sinceSince 2011   Age 59 61 President and Chief Executive Officer, Catholic Charities of the Archdiocese of Chicago, and Michael L. Nemmers Professor of Strategy and Former Dean of the J.L. Kellogg Graduate School of Management at Northwestern University Evanston, Illinois
	​

Ms. Blount has served as

PROFESSIONAL BACKGROUND

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

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

				●  Michael L. Nemmers Professor of Strategy at the J.L. Kellogg Graduate School of Management at Northwestern University since 2010. ●  Dean of the J.L. Kellogg Graduate School of Management at Northwestern University from 2010 to 2018. ●  Dean of the New York University Undergraduate College and Vice Dean of its Leonard N. Stern School of Business from 2004 to 2010. ●  Professor at the New York University Leonard School of Business from 2001 to 2010, and became the Abraham L. Gitlow Professor of Management in 2004. ●  Held academic posts at the University of Chicago’s Graduate School of Business from 1992 to 2001. ●  Serves on the Board of Directors of the Joyce Foundation and Economic Club of Chicago. ●  Served on the Board of Directors of Ulta Beauty, Inc. from 2017 to 2022. KEY QUALIFICATIONS AND EXPERTISE Having served as Dean of the J.L. Kellogg Graduate School of Management at Northwestern University and as Vice Dean and Dean of the Undergraduate College of New York University’s Leonard N. Stern School of Business, Ms. Blount provides Abbott’s Board with expertise on business organization, governance and business management matters.

	​	ROBERT B. FORD Director sinceSince 2019   Age 47 President49 Chairman of the Board and Chief Executive Officer, Abbott Laboratories
	​
PROFESSIONAL BACKGROUND ●  Chairman of the Board and Chief Executive Officer of Abbott since December 2021. ●  President and Chief Executive Officer of Abbott from March 2020 to December 2021. ●  President and Chief Operating Officer of Abbott from 2018 to 2020. ●  Executive Vice President, Medical Devices of Abbott from 2015 to 2018. ●  Senior Vice President, Diabetes Care of Abbott from 2014 to 2015. ●  Held various leadership roles across Abbott’s Diagnostics, Nutrition, and Diabetes Care businesses in the U.S. and Latin America since joining Abbott in 1996. KEY QUALIFICATIONS AND EXPERTISE As Abbott’s Chairman of the Board and Chief Executive Officer, and having previously held various leadership positions at Abbott, including Chief Operating Officer, where he was responsible for all of Abbott’s operating businesses, Mr. Ford contributes an extensive knowledge of the Company’s global operations, a wide breadth of experience in strategy and execution, and valuable insights into global healthcare markets.

	11

---

Mr. Ford has served as Abbott's President and Chief Executive Officer since March 2020. Previously, Mr. Ford served as Abbott's President and Chief Operating Officer from 2018 to 2020, Executive Vice President, Medical Devices from 2015 to 2018, Senior Vice President, Diabetes Care from 2014 to 2015, and Vice President, Diabetes Care, Commercial Operations from 2008 to 2014. Prior to 2008, he served in various leadership roles across Abbott's Diagnostics, Nutrition, and Diabetes Care businesses in the U.S. and Latin America. Mr. Ford joined Abbott in 1996.

As Abbott's President and Chief Executive Officer, and having previously held leadership positions across several of Abbott's businesses, and ultimately assuming responsibility for all of Abbott's operating businesses as Chief Operating Officer, Mr. Ford contributes an extensive knowledge of the Company's global operations, a wide breadth of experience in strategy and execution, and valuable insights into global healthcare markets.

​

17

​

---

Table of Contents

				PAOLA GONZALEZ Director Since 2021   Age 51 Vice President and Treasurer, The Clorox Company
	​
PROFESSIONAL BACKGROUND ●  Vice President and Treasurer of The Clorox Company, a manufacturer and marketer of consumer and professional products, since January 2018. ●  Vice President of Finance, Household and Lifestyle Segments of Clorox from 2010 to 2017. ●  Vice President of Finance, Global Strategic Initiatives of Clorox from 2008 to 2010. ●  Held various leadership roles in finance across Clorox since joining Clorox in 1997. ●  Prior to Clorox, worked in finance for American Airlines in Latin America. KEY QUALIFICATIONS AND EXPERTISE As Vice President and Treasurer of The Clorox Company, pursuant to which she is responsible for treasury, investor relations and real estate matters, and through her prior financial roles in several of its businesses, Ms. Gonzalez has considerable experience providing financial leadership to a multinational public company with multiple businesses, contributing significant financial expertise and knowledge of financial statements, corporate finance and accounting matters.

		MICHELLE A. KUMBIER Director sinceSince 2018   Age 53 Former55 President, Turf & Consumer Products, Briggs & Stratton, LLC
PROFESSIONAL BACKGROUND ●  Senior Vice President and President, Turf & Consumer Products of Briggs & Stratton, LLC, a manufacturer and marketer of engines, batteries, and outdoor power equipment, since March 2022. ●  Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, Milwaukee, Wisconsin (Motorcycle a motorcycle and Related Products Manufacturer)			​	related products manufacturer, from 2017 to 2020. ●  Senior Vice President of Motor Company Product and Operations of Harley-Davidson from 2015 to 2017. ●  Held various other executive roles across Harley-Davidson, from 1997 to 2015. ●  Held various positions at Kohler Company, maker of premium plumbing products, from 1986 to 1997. OTHER PUBLIC COMPANY BOARDS Teledyne Technologies Incorporated KEY QUALIFICATIONS AND EXPERTISE Having served in several executive roles at Harley-Davidson, Ms. Kumbier contributes extensive experience in the management of a multinational public company, including significant manufacturing, product development, commercial, business development and strategic planning experience.

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

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

12
	​

---

Table of Contents

		DARREN W. MCDEW Director sinceSince 2019   Age 60 62 Retired General, United States Air Force, and Former Commander of U.S. Transportation Command
PROFESSIONAL BACKGROUND ●  Four-star general who served for 36 years in the United States military before retiring in October 2018. ●  Commander, U.S. Transportation Command, Scottthe single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018. ●  Held various leadership roles across the U.S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Base, IllinoisPublic Affairs, and Chief of Air Force Senate Liaison Division. ●  Serves on the Board of Directors of United Services Automobile Association, Boys & Girls Club of America, and Manns Home Youth Foundation. OTHER PUBLIC COMPANY BOARDS Parsons Corporation KEY QUALIFICATIONS AND EXPERTISE Through his extensive leadership in the U.S. Air Force, General McDew contributes significant experience managing large, complex global operations, including strategic planning, security and risk management, cybersecurity, and supply chain and infrastructure management, succession planning and leadership development.

	​	NANCY MCKINSTRY Director Since 2011   Age 64 Chief Executive Officer and Chairman of the Executive Board, Wolters Kluwer N.V.

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

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

​

18      

​

---

Table of Contents

PROFESSIONAL BACKGROUND	​	NANCY MCKINSTRY Director since 2011 Age 62 ●  Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Alphen aan den Rijn,a global information, software, and services provider, since September 2003, and a member of its Executive Board since June 2001. ●  Member of the Netherlands (Global Information, Software,European Round Table of Industrialists. ●  Serves on the Board of Directors of Russell Reynolds Associates and Services Provider)the Board of Overseers of Columbia Business School. ●  Served on the Board of Directors of Telefonaktiebolaget LM Ericsson from 2004 to 2012. OTHER PUBLIC COMPANY BOARDS Accenture plc KEY QUALIFICATIONS AND EXPERTISE As the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience, including an understanding of key issues facing a multinational business such as Abbott’s.

	​13

---

Table of Contents

		MICHAEL G. O’GRADY New Nominee   Age 57 Chairman and Chief Executive Officer, Northern Trust Corporation

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

PROFESSIONAL BACKGROUND

●  Chairman of Northern Trust Corporation, a multibank holding company, since 2019, Chief Executive Officer since 2018, and President since 2017.

●  President, Corporate & Institutional Services of Northern Trust from 2014 to 2016.

●  Chief Financial Officer of Northern Trust from 2011 to 2014.

●  Managing Director, Investment Banking Group of Bank of America Merrill Lynch from 2000 to 2011.

OTHER PUBLIC COMPANY BOARDS

Northern Trust Corporation

KEY QUALIFICATIONS AND EXPERTISE

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

	​	WILLIAM A. OSBORN Lead Independent Director Director since 2008 Age 73 Retired Chairman and Chief Executive Officer of Northern Trust Corporation, (Multibank Holding Company)Mr. O’Grady has significant experience leading a global public company in a highly regulated industry, including oversight of operations and The Northern Trust Company, Chicago, Illinois (Banking Services Company)risk management, strategy and business development, and corporate governance. Mr. O’Grady also contributes broad financial expertise, including extensive experience in financial advisory and investment banking matters.	​

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

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

​

19

​

---

Table of Contents

	​	MICHAEL F. ROMAN Director NomineeSince 2021   Age 61 63 Chairman of the Board, President and Chief Executive Officer, 3M Company St. Paul, Minnesota (Global Manufacturing and Technology Company)
	​

Mr. Roman has served as the

PROFESSIONAL BACKGROUND

●  Chairman of the Board, President and Chief Executive Officer of 3M Company, a global manufacturing and technology company, since May 2019. Previously, he served as Chief Executive Officer from July 2018 to May 2019 and as Chief Operating Officer and Executive Vice President from July 2017 to June 2018 with direct responsibilities for 3M's five business groups and its international operations. From June 2014 to July 2017, Mr. Roman served as 3M's Executive Vice President, Industrial Business Group. He served as 3M's Senior Vice President, Business Development, from May 2013 to June 2014 and as Vice President and General Manager of Industrial Adhesives and Tapes Division from September 2011 to May 2013.

As Chairman of the Board, President and Chief Executive Officer of 3M Company, Mr. Roman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable insights into corporate strategy and risk management.

●  Chief Executive Officer of 3M from July 2018 to May 2019.

●  Chief Operating Officer and Executive Vice President of 3M from July 2017 to June 2018 with direct responsibilities for 3M’s five business groups and its international operations.

●  Executive Vice President, Industrial Business Group of 3M from June 2014 to July 2017.

●  Senior Vice President, Business Development of 3M from May 2013 to June 2014.

●  Vice President and General Manager of Industrial Adhesives and Tapes Division of 3M from September 2011 to May 2013.

OTHER PUBLIC COMPANY BOARDS

3M Company

KEY QUALIFICATIONS AND EXPERTISE

As Chairman of the Board, President and Chief Executive Officer of 3M Company, Mr. Roman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable insights into corporate strategy and risk management.

14
	​

---

Table of Contents

		DANIEL J. STARKS Director sinceSince 2017   Age 66 68 Retired Chairman, President and Chief Executive Officer, St. Jude Medical, Inc.
PROFESSIONAL BACKGROUND ●  Executive Chairman of the Board of St. Jude Medical, Inc., a medical device manufacturer, from January 2016 to January 2017, when Abbott completed its acquisition of St. Jude Medical. ●  Chairman, President and Chief Executive Officer of St. Jude Medical Inc., from 2004 until his retirement in January 2016. ●  President and Chief Operating Officer of St. Paul, Minnesota (Medical Device Manufacturer)Jude Medical from 2001 to 2004. ●  President and CEO, Cardiac Rhythm Management Business of St. Jude Medical from 1997 to 2001. KEY QUALIFICATIONS AND EXPERTISE Having served as St. Jude Medical’s Executive Chairman and its Chairman, President and Chief Executive Officer, and having joined St. Jude Medical in 1996, Mr. Starks contributes not only comprehensive and critical knowledge of St. Jude Medical’s operations, but also extensive business and management experience operating a global public company in a highly regulated industry.

	​	JOHN G. STRATTON Director Since 2017   Age 62 Executive Chairman, Frontier Communications Parent, Inc.

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

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

​

20      

​

---

Table of Contents

PROFESSIONAL BACKGROUND

●  Executive Chairman of Frontier Communications Parent, Inc., a telecommunications company, since April 2021.

	​	JOHN G. STRATTON Director since 2017 Age 60 Retired●  Executive Vice President and President of Global Operations of Verizon Communications Inc. from 2015 to 2018. ●  Executive Vice President and President of Global Enterprise and Consumer Wireline of Verizon from 2014 to 2015. ●  President of Verizon Enterprise Solutions from 2012 to 2014. ●  Chief Operating Officer and Executive Vice President of Verizon Wireless from 2010 to 2012. ●  Member of The President’s National Security Telecommunications Advisory Committee from 2012 to 2018. ●  Director of the Cellular Telecommunications Industry Association from 2015 to 2018. OTHER PUBLIC COMPANY BOARDS Frontier Communications Parent, Inc., New York, New York (TelecommunicationsGeneral Dynamics Corporation KEY QUALIFICATIONS AND EXPERTISE Through his executive leadership experience, Mr. Stratton contributes extensive business and Media Company)	​	management expertise operating a global public company such as Abbott, including valuable insights on corporate strategy and risk management. His service on the National Security Telecommunications Advisory Committee enables him to provide government perspective and experience in a highly regulated industry.

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

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

				15
	​	GLENN F. TILTON Director since 2007 Age 72 Retired Chairman, President and Chief Executive Officer of UAL Corporation, Chicago, Illinois (Airline Holding Company)	​

---

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

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

​

21

​

---

Table of Contents

	​	MILES D. WHITE Director since 1998 Age 66 Executive Chairman of the Board, Abbott Laboratories	​

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

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

​

22      

​

---

Table of Contents

THE BOARD OF DIRECTORS AND ITS COMMITTEES

THE BOARD OF DIRECTORS

The Board of Directors held 86 meetings in 2020.2022. The average attendance of all directors at Board and committee meetings in 20202022 was 98%95% and each director attended at least 75% of the total number of Board meetings and meetings of the committees on which he or she served. Abbott encourages its Board members to attend the annual shareholders meeting. Last year, all of Abbott'sAbbott’s directors attended the annual shareholders meeting.

The Board has determined that each of the following individualsdirector nominees is independent in accordance with the New York Stock Exchange listing standards: R.Robert J. Alpern, R.M.D., Claire Babineaux-Fontenot, Sally E. Blount, Ph.D., Paola Gonzalez, Michelle A. Kumbier, Darren W. McDew, Nancy McKinstry, Michael G. O’Grady, Michael F. Roman, Daniel J. Starks, and John G. Stratton, as well as William A. Osborn and Glenn F. Tilton, who will continue to serve as directors until the 2023 Annual Meeting, and Roxanne S. Austin, S. E. Blount, M. A. Kumbier, E. M. Liddy, D. W. McDew, N. McKinstry, P. N. Novakovic, W. A. Osborn, M. F. Roman, S. C. Scott III, D. J. Starks, J. G. Stratton, and G. F. Tilton. who served as a director for a portion of 2022.

To determine independence, the Board applied the categorical standards attached as Exhibit A to this proxy statement. The Board also considered whether a director or director nominee has any other material relationships with Abbott or its subsidiaries and concluded that none of these directorsthem had a relationship that impaired the director'shis or her independence. This included consideration of the fact that some of the directors or director nominees or their family members are officers or serve on boards of companies or entities to which Abbott sold products or made contributions or from which Abbott purchased products and services during the year. In making its determination, the Board relied on both information provided by the directors and director nominees and information developed internally by Abbott.

LEADERSHIP STRUCTURE

TheAbbott’s current Board has risk oversight responsibility for Abbott and administers this responsibility both directly and with assistance from its committees.

LEADERSHIP STRUCTURE

On March 31, 2020, Miles D. White stepped down as Chief Executive Officer, after a remarkable 21-year tenure, and became Executiveleadership is comprised of the Chairman of the Board. Robert B. Ford, Abbott's then-PresidentBoard and Chief Operating Officer, succeeded Mr. White as Abbott's PresidentCEO, a Lead Independent Director, and Chief Executive Officer. With this transition, Mr. Ford became the 13^th CEO of Abbott in its 132-year history, all having been appointed from within, a testament to Abbott's strong management philosophy and succession planning.

independent Committee Chairs. The Board is actively involved in succession planningreviews its leadership structure at least annually and is focused on ensuring leadership continuity. The Board believeshas determined that the continuation of Mr. White's service as Executive Chairmanthis structure is in the best interests of Abbott and its shareholders. Mr. White contributes comprehensive, in-depthshareholders at this time. This structure balances strong, independent oversight with extensive business knowledge and experience. The Board also retains the flexibility necessary to adopt the leadership structure in the best interests of Abbott's businessesAbbott and its shareholders based on the global health care industry,specific circumstances and needs of the business over time.

Robert B. Ford currently serves as Chairman of the Board and CEO. The Board has determined that this is in the best interests of Abbott and its shareholders, as it provides cohesive leadership and direction for the Board and executive management, as well as valuable insights onclear accountability and unified leadership in the oversight and strategy. The Board believesexecution of strategic initiatives and business plans. Mr. Ford has extensive industry expertise and familiarity with Abbott’s diverse, global businesses, such that his advicestrategic and guidance to Mr. Ford andoperational insights provide the Board will help continuewith a comprehensive vision, from long-term strategic direction to facilitate a successful leadership transition.day-to-day execution.

TheAbbott’s Board also hasmaintains a lead independent director thatstrong Lead Independent Director with significant roles and responsibilities, who is chosenappointed by and from the independent membersdirectors. Key functions and responsibilities of the Lead Independent Director include:

●	Preside at regularly conducted executive sessions of the independent directors and provide feedback to the Chairman and CEO and other senior management, as appropriate,
●	Call meetings of the independent directors,
●	Preside at all meetings of the Board at which the Chairman is not present,

16

---

Table of Directors. Contents

●	Facilitate communication with the Board and serve as liaison between the Chairman and the independent directors,
●	Communicate regularly with the Chairman regarding appropriate agenda topics and other Board related matters,
●	Confer with the Nominations and Governance Committee and the CEO regarding management succession planning,
●	Lead the annual performance reviews of individual directors, the full Board, and each of its Committees,
●	Oversee the process for identifying and evaluating director candidates,
●	Work with management on corporate governance issues and developments,
●	Review and approve matters, such as agenda items, meeting schedules to assure sufficient time for discussion of all agenda items, and, where appropriate, information provided to the Board, and
●	Engage directly with major shareholders as appropriate.

Currently, the Chair of the Nominations and Governance Committee, Mr. Osborn, is the lead independent director, whose key functionsLead Independent Director. Mr. Osborn will be retiring from the Board at the 2023 Annual Meeting. The Board has discussed candidates to succeed Mr. Osborn as the Lead Independent Director, including which candidates possess the appropriate governance expertise, tenure with Abbott’s Board, and ability to assume the additional time commitment and responsibilities include:

•

Serve as liaison betweenof the Chairman ofrole. In accordance with its established schedule, the Board will formally appoint the next Lead Independent Director at its Board meeting following the Annual Meeting.

Throughout the year, the Board and its Committees conduct a thorough review of Abbott’s corporate governance structures, taking into account the independent directors,



•

Facilitate communication withresults of the annual shareholders meeting and shareholder feedback; the results of annual Board, Committee, and director assessments; regulatory developments; and advancements in the areas of corporate governance, compensation, and sustainability.

In addition, as part of its regular succession planning, the Board monitors the composition of backgrounds, skills, and preside over regularly conducted executive sessionsexperiences contributed by each of the independent directors, or sessions where the Chairman ofas well as director tenures and upcoming retirements. Based on these ongoing evaluations, the Board is not present,



•

Review and approve matters, such as agenda items, schedule sufficiency, and, where appropriate, information providedtakes actions to other Board members,



•

Lead annual performance reviews of individual directors andcontinue shaping the full Board,



•

Has the authority to call meetings of the independent directors and, if requested by major shareholders, ensures that he or she is available for consultation and direct communication, and



•

Communicate regularly with the Chairman of the Board regarding appropriate agenda topics and other Board related matters.

The Board reviews itsBoard’s leadership structure on at least an annual basis. The Board has determined that this leadership structure ensuresand composition to best serve the appropriate level of oversight, independence and responsibility is applied to all Board decisions, including risk oversight, and is in the best interests of Abbott and its shareholders. Such actions include evaluating director candidates to supplement the Board’s portfolio of skills, appointing new directors well in advance of anticipated retirement to provide sufficient time for onboarding and transfer of institutional knowledge, and adjusting Board Committee leadership and composition to refresh perspectives and further director development.

​

Abbott’s Board leadership is further strengthened by:

	●	Eleven out of twelve director nominees are independent
	●	Fully independent Board Committees – Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee
	●	Committee Chairs who are recommended to the Board by the Nominations and Governance Committee and approved by the full Board
	●	Executive sessions of the independent directors, led by the Lead Independent Director, at each regularly scheduled Board meeting
	●	Annual evaluations of the Board, each Committee, and each director, including the Chairman of the Board and CEO, that are led by the Lead Independent Director and conducted anonymously to facilitate candid feedback

	17

---

23

---

Table of Contents

BOARD DIVERSITY AND COMPOSITION

In the process of identifying nominees to serve as members of the Board of Directors, the Nominations and Governance Committee considers the Board’s diversity of relevant experience, areas of expertise, ethnicity, gender, and geography and assesses the effectiveness of the process in achieving that diversity.

The process used to identify and select nominees has resulted in a balanced, diverse, and well-rounded Board of Directors that possesses the skills, experiences, and perspectives necessary for its oversight role. All of Abbott’s directors exhibit:

	Global business perspective
	Successful track record
	Innovative thinking

	Knowledge of corporate governance requirements and practices
	High integrity
	Commitment to good corporate citizenship

The Board of Directors believes that the 12 director nominees comprise a well-balanced and highly qualified Board, with diverse backgrounds, skills, and experiences to provide strong oversight and guidance.

DIRECTOR SELECTION EXPERTISE ALIGNED WITH ABBOTT’S DIVERSIFIED OPERATING MODEL AND LONG-TERM STRATEGY Healthcare and Medical Device Industry Finance and Accounting Risk Management, including Data Protection and Cybersecurity Global Supply Chain, Operations and Infrastructure Management Senior Leadership with Multinational Corporations and Diverse Business Models Regulatory and Compliance Consumer Products Government and Military Leadership

WELL-BALANCED TENURE

BOARD DIVERSITY

18

---

Table of Contents

DIRECTOR SELECTION

The Nominations and Governance 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 shareholders. The process used by the Nominations and Governance Committee to identify a nominee to serve as a member of the Board of Directors depends on the qualities being sought. From time to time, Abbott engages an executive search firm to assist the Committee in identifying individuals qualified to be Board members. Mr. RomanO’Grady was recommended to the Board as a director nominee by a third-party search firm retained to help identifythe Nominations and evaluate potential director nominees.Governance Committee.

Abbott'sAbbott’s outline of directorship qualifications, which is part of Abbott'sAbbott’s corporate governance guidelines, is available in the corporate governance section of Abbott'sAbbott’s investor relations website (www.abbottinvestor.com)(www.abbottinvestor.com). These qualifications describe specific characteristics that the Nominations and Governance Committee and the Board take into consideration when selecting nominees for the Board, such as: strong management experience and senior-level experience in medicine, hospital administration, medical and scientific research and development, finance, international business, technology, government, and academic administration.

	●	strong management experience and senior level experience in medicine,
	●	hospital administration,
	●	medical and scientific research and development,
	●	finance,
	●	international business,
	●	technology,
	●	government, and
	●	academic administration.

An individual nominee is not required to satisfy all the characteristics listed in the outline of directorship qualifications and there is no requirement that all such characteristics be represented on the Board.

In addition, Board members should have backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve Abbott'sAbbott’s governance and strategic needs. Board candidates will be considered on the basis of a range of criteria, including broad-basedbroad 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. Directors should have demonstrated experience and ability that is relevant to the Board of Directors'Directors’ oversight role with respect to Abbott'sAbbott’s business and affairs. Each director'sdirector nominee’s biography includes the particular experience and qualifications that led the Board to conclude that the directornominee should serve on the Board. The directors'director nominees’ biographies are on pages 1610 through 22.15.

A description of the procedure for the recommendation and nomination of directors, including by proxy access, is on page 99.pages 89 and 90.

​

	19

---

24      

​

---

Table of Contents

BOARD DIVERSITY AND COMPOSITION OVERSIGHT

InAbbott is committed to strong governance that is aligned with shareholder interests. Our Board spends significant time with Abbott’s senior management to understand global dynamics, challenges, and opportunities for Abbott. During these interactions, directors provide insights and ask probing questions, which guide management decision making. This collaborative approach to risk oversight and emphasis on long-term sustainability begins with our leaders and is ingrained in Abbott’s culture.

OVERSIGHT OF RISK

The Board has risk oversight responsibility for Abbott, which it administers directly and with assistance from its Committees. Throughout the process of identifying nominees to serve as members of the Board of Directors, the Nominations and Governance Committee considers the Board's diversity of relevant experience, areas of expertise, ethnicity, gender, and geography and assesses the effectiveness of the process in achieving that diversity.

The process used to identify and select nominees has resulted in a balanced, diverse, and well-rounded Board of Directors that possesses the skills, experiences, and perspectives necessary for its oversight role. All of Abbott's directors exhibit:

✓		Global business perspective		✓		Successful track record		✓		Innovative thinking
✓		Knowledge of corporate governance requirements and practices		✓		High integrity		✓		Commitment to good corporate citizenship

​

25

​

---

Table of Contents

BOARD EVALUATION PROCESS

Each year, Abbott's directors evaluate the effectiveness of the Board and its Committees in performing its governanceengage with management to discuss a wide range of enterprise risks, such as risks related to Abbott’s businesses, enterprise and product cybersecurity, litigation, and human capital management, and they confirm the alignment of risk assessment and mitigation with business strategy. The Audit Committee conducts an annual review of the enterprise risk management process, including the program structure, risk assessment, and risk oversight responsibilities. Directors assess the performance of their peers, as well asmitigation. The Board and its Committees also consult with advisors, including legal counsel, internal and external auditors, and consultants. Such engagement and consultations are done by the full Board, independent directors in executive sessions, or fully independent Committees, as appropriate.

Specific risk areas of Directorsfocus for the Board, its Committees, and eachmanagement include:

BOARD OF DIRECTORS ●  Business strategy and operations ●  Management development and succession planning ●  Human capital and diversity, equity and inclusion ●  Litigation

AUDIT COMMITTEE ●  Accounting, internal controls, and financial reporting ●  Enterprise cybersecurity ●  Information security and data protection ●  Major financial and business risk exposures			COMPENSATION COMMITTEE ●  Executive officer compensation, including incentive compensation plans ●  Equity-based plans ●  Director compensation			NOMINATIONS AND GOVERNANCE COMMITTEE ●  Board composition, refreshment, and succession planning ●  Board governance structure ●  Governance guidelines and practices			PUBLIC POLICY COMMITTEE ●  Sustainability, environment, and social responsibility ●  Regulatory compliance and global ethics and compliance programs ●  Product quality and cybersecurity, and data privacy

MANAGEMENT ●  Design and execution of Abbott’s enterprise risk management process ●  Identification, evaluation, and prioritization of risks ●  Development and implementation of mitigating actions ●  Regular communication with the Board and its Committees on how risks are being managed

20

---

Table of Contents

OVERSIGHT OF STRATEGY

One of the Committees on which they serve,Board’s key responsibilities is overseeing and monitoring business strategy. The Board conducts an annual in-depth review of the long-term strategy and areas of focus for Abbott and its businesses. The Board also regularly engages with management throughout the year to review and discuss the strategic planning for Abbott’s businesses, including operating and financial plans, strategic business priorities and initiatives, and key risks and opportunities. These reviews include discussions of matters such as follows:global talent management and succession planning, diversity, equity and inclusion, global market dynamics and changes in regulatory and competitive landscapes, supply chain initiatives and sustainability programs, and significant corporate actions such as acquisitions and capital expenditures.

​

26      

​

---

The Board monitors management’s strategy execution, receiving regular updates to confirm that activities align with such strategies and that progress is made toward strategic objectives. Most years, the Board also visits Abbott facilities and locations around the world to observe business dynamics and strategy execution by the businesses.

Table of Contents

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has five committees established in Abbott'sAbbott’s By-Laws: Audit Committee, Compensation Committee, Nominations and Governance Committee, Public Policy Committee, and Executive Committee.

All members of the Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee are independent. These Committees are governed by written charters setting forth their respective responsibilities, and each Committee reviews its charter at least annually, with any changes being recommended to the full Board for approval. Copies of the Committee charters are all available in the governance section of Abbott'sAbbott’s investor relations website (www.abbottinvestor.com)(www.abbottinvestor.com).

	COMMITTEE MEMBERSHIPS
Current Members		Audit Committee*		Compensation Committee		Nominations and Governance Committee†		Public Policy Committee†		Executive Committee
Robert J. Alpern, M.D.
Claire Babineaux-Fontenot
Sally E. Blount, Ph.D.
Robert B. Ford
Paola Gonzalez
Michelle A. Kumbier
Darren W. McDew
Nancy McKinstry
William A. Osborn
Michael F. Roman
Daniel J. Starks
John G. Stratton
Glenn F. Tilton
Total Meetings Held in 2022		7		3		5		4		0

Chair

Member

*	Each of the committee members is financially literate, as is required of audit committee members by the New York Stock Exchange. The Board of Directors has determined that Nancy McKinstry is an “audit committee financial expert.”
†	Messrs. Osborn and Tilton are not standing for re-election at the Annual Meeting. The Board of Directors will appoint a new Nominations and Governance Committee Chair and Public Policy Committee Chair, respectively, upon conclusion of their tenure at the Annual Meeting.

	21

---

​

Current Members

Audit*

Compensation

Nominations and Governance

Public Policy†

Executive

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

R. J. Alpern

​

​

​

​

​

​

​

R. S. Austin

​

​

​

​

​

​

​

​

​

​

S. E. Blount

​

​

​

​

​

​

​

​

R. B. Ford

​

​

​

​

​

​

​

​

​

​

​

​

M. A. Kumbier

​

​

​

​

​

​

​

​

E. M. Liddy

​

​

​

​

​

​

​

​

​

​

D. W. McDew

​

​

​

​

​

​

​

​

N. McKinstry

​

​

​

​

​

​

​

​

​

​

​

P. N. Novakovic

​

​

​

​

​

​

​

​

W. A. Osborn

​

​

​

​

​

​

​

​

​

​

D. J. Starks

​

​

​

​

​

​

​

​

J. G. Stratton

​

​

​

​

​

​

​

​

​

​

​

G. F. Tilton

​

​

​

​

​

​

​

​

M. D. White

​

​

​

​

​

​

​

​

​

​

​

​

Total Meetings Held in 2020

​

8

​

4

​

5

​

4

​

0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

*

EachTable of the committee members is financially literate, as is required of audit committee members by the New York Stock Exchange. The Board of Directors has determined that Edward M. Liddy and Nancy McKinstry are "audit committee financial experts." The Board of Directors will appoint a new Audit Committee chair upon Mr. Liddy's retirement at the Annual Meeting.

†

Ms. Novakovic is not standing for re-election at the Annual Meeting. The Board of Directors will appoint a new Public Policy Committee chair upon conclusion of her tenure at the Annual Meeting.

ContentsAudit Committee

AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility with respect to:

•

Abbott's accounting and financial reporting practices and the audit process,



•

The quality and integrity of Abbott's financial statements,



•

The independent auditors' qualifications, independence, and performance,



•

The performance of Abbott's internal audit function and internal auditors,



•

Legal and regulatory compliance relating to financial matters, including accounting, auditing, financial reporting, and securities law issues, and



•

Enterprise risk management, including major financial and cybersecurity risk exposures.

​

	●	Abbott’s accounting and financial reporting practices and the audit process,
	●	The quality and integrity of Abbott’s financial statements,
	●	The independent auditors’ qualifications, independence, and performance,
	●	The performance of Abbott’s internal audit function and internal auditors,
	●	Legal and regulatory compliance relating to financial matters, including accounting, auditing, financial reporting, and securities law issues, and
	●	Enterprise risk management, including major financial and cybersecurity risk exposures.

27

​

---

Table of Contents

In performing these functions, the Audit Committee meets regularly with the independent auditor, Abbott'sAbbott’s management, and Abbott'sAbbott’s internal auditors to review the adequacy, effectiveness and quality of Abbott'sAbbott’s accounting and financial reporting principles, policies, procedures and controls, as well as Abbott'sAbbott’s enterprise risk management, including Abbott'sAbbott’s risk assessment and risk management policies. The Audit Committee also receives regular reports from management on Abbott’s information security and enterprise cybersecurity risk programs.

A copy of the report of the Audit Committee is on page 82.72.

Compensation Committee
COMPENSATION COMMITTEE

The Compensation Committee assists the Board of Directors in carrying out the Board'sBoard’s responsibilities relating to the compensation of Abbott'sAbbott’s executive officers and directors. Its primary responsibilities include:

•

Review director compensation annually and recommend to the full Board both the amount and the allocation between equity-based awards and cash. In recommending director compensation, the Compensation Committee takes comparable director fees into account and reviews any arrangement that could be viewed as indirect director compensation.



•

Review, approve, and administer the incentive compensation plans in which any executive officer participates and all of Abbott's equity-based plans. The Compensation Committee 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 regulation or with the listing rules of the New York Stock Exchange.



•

Engage compensation consultants to provide counsel and advice on executive and non-employee director compensation matters. The consultant and its principal report directly to the Chair of the Committee. The principal 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 Abbott or its senior executives.

	●	Review, approve, and administer the incentive compensation plans in which any executive officer participates and all of Abbott’s equity-based plans. The Compensation Committee 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 regulation or with the listing rules of the New York Stock Exchange.
	●	Review director compensation annually and recommend to the full Board both the amount and the allocation between equity-based awards and cash. In recommending director compensation, the Compensation Committee takes comparable director fees into account and reviews any arrangement that could be viewed as indirect director compensation.
	●	Engage compensation consultants to provide counsel and advice on executive and non-employee director compensation matters. The consultant and its principal report directly to the Chair of the Committee. The principal 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 Abbott or its senior executives.
		The Committee determines what variables it will instruct the consultant to consider, including peer groups against which performance and pay should be examined, financial metrics to be used to assess Abbott’s relative performance, competitive incentive practices in the marketplace, and compensation levels relative to market practice. The Committee negotiates and approves any fees paid to the consultant for these services.

The Committee determines what variables it will instruct the consultant to consider, including peer groups against which performance and pay should be examined, financial metrics to be used to assess Abbott's relative performance, competitive incentive practices in the marketplace, and compensation levels relative to market practice. The Committee negotiates and approves any fees paid to the consultant for these services.

The Compensation Committee engaged Meridian Compensation Partners, LLC as its compensation consultant for 2020.2022. Meridian performs no other work for Abbott. Based on its evaluation of Meridian'sMeridian’s independence in accordance with the New York Stock Exchange listing standards and information provided by Meridian, the Committee determined that the work performed by Meridian does not present any conflicts of interest.

A copy of the report of the Compensation Committee report is on page 60.50.

22

---

Table of Contents

Nominations and Governance Committee
NOMINATIONS AND GOVERNANCE COMMITTEE

The Nominations and Governance Committee assists the Board in fulfilling its oversight responsibility with respect to governance matters. Its primary responsibilities include:

•

Assist the Board in identifying individuals qualified to become Board members, and recommend to the Board the nominees for election as directors at the next annual meeting of shareholders,



•

Recommend to the Board the people to be elected as executive officers of Abbott,



•

Develop and recommend to the Board the corporate governance guidelines applicable to Abbott, and



•

Serve in an advisory capacity to the Board and the Chairman of the Board on matters of organization, management succession plans, major changes in the organizational structure of Abbott, and the conduct of Board activities.

	●	Assist the Board in identifying individuals qualified to become Board members, and recommend to the Board the nominees for election as directors at the next annual meeting of shareholders,
	●	Recommend to the Board the people to be elected as executive officers of Abbott,
	●	Develop and recommend to the Board the corporate governance guidelines applicable to Abbott, and
	●	Serve in an advisory capacity to the Board and the Chairman of the Board on matters of organization, management succession plans, major changes in the organizational structure of Abbott, 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. From time to time, Abbott engages an executive search firm to assist the Committee in identifying individuals qualified to be Board members. The process used by the Committee to identify nominees is described on page 2419 in the section captioned, "Director“Director Selection."

​

28      

​

---

Table of Contents”

Public Policy Committee
PUBLIC POLICY COMMITTEE

The Public Policy Committee assists the Board of Directors in fulfilling its oversight responsibility with respect to:

•

Certain areas of legal and regulatory compliance, including evaluating Abbott's compliance policies and practices and reviewing Abbott's compliance program,



•

Governmental affairs and healthcare compliance issues that affect Abbott, and



•

Abbott's public policy, including evaluating Abbott's social responsibility policies and practices and reviewing social, political, economic, and environmental trends and public policy issues that affect or could affect Abbott's business activities, performance, and public image.

	●	Legal, regulatory, and healthcare compliance matters, including evaluating Abbott’s compliance policies and practices and reviewing Abbott’s compliance program,
	●	Product quality and cybersecurity matters,
	●	Governmental affairs and political participation, including advocacy priorities, political contributions, lobbying activities, and trade association memberships,
	●	Sustainability and social responsibility policies and practices, and
	●	Social, political, economic, and environmental trends and public policy issues that affect or could affect Abbott’s business activities, performance, and public image.

Executive Committee
EXECUTIVE COMMITTEE

The Executive Committee may exercise all the authority of the Board in the management of Abbott, except for matters expressly reserved by law for Board action.

SHAREHOLDER ENGAGEMENT

Active shareholder engagement throughout the year is essential to maintaining good corporate governance. We routinely seek investor input on a variety of topics, including corporate governance, executive compensation, sustainability and other strategic matters. In 2022, we met or initiated contact with shareholders representing over 60% of our outstanding shares, including 100% of our top 20 investors, in an open dialogue to discuss our compensation program and various topics. Investor sentiment and specific feedback was shared with executive management and the Board of Directors, as appropriate.

Topics discussed with our investors included:

	●	Board oversight over governance structures, sustainability, and quality and regulatory matters.
	●	Human capital management and Abbott’s commitment to diversity, equity, and inclusion,including Abbott’s Diversity, Equity and Inclusion Report which provides goals, our progress against them, and disclosure of EEO-1 data.
	●	Board composition and refreshment, including the nomination of six new independent director nominees since 2018, three of whom are women and three of whom are minorities.
	●	Executive compensation program, including Abbott’s continued enhanced compensation disclosure.

	23

---

Table of Contents

BOARD EVALUATION PROCESS

Each year, Abbott’s directors evaluate the effectiveness of the Board and its Committees in performing its governance and risk oversight responsibilities. Directors assess the performance of their peers, as well as the full Board of Directors and each of the Committees on which they serve, as follows:

PEER, BOARD, AND COMMITTEE EVALUATIONS
Written evaluations solicit feedback on the performance of:
Each individual director, including:		The full Board and Board Committees, including:
●  Independent thinking and action ●  Contributions to discussions and decisions	●  Ethical standards and values ●  Professional competence in matters of oversight and governance	●  Structure and composition ●  Effectiveness of oversight and other responsibilities	●  Encouragement of open communication and differing viewpoints

COLLECTION AND REVIEW OF RESULTS To ensure candid feedback, directors submit their evaluation responses to an independent third party,who anonymizes all responses and compiles them into reports for the Board and Committees. The Nominations and Governance Committee reviews the peer and full Board reports, and eachCommittee reviews its respective report. All evaluation responses are shared with the full Board.

INCORPORATION OF FEEDBACK Feedback requiring additional consideration is addressed at subsequent Board and Committeemeetings, and opportunities for additional enhancements are identified, considered and implemented as appropriate. The Chair of the Nominations and Governance Committee discusses peer evaluation results withindividual directors as needed.

COMMUNICATING WITH THE BOARD OF DIRECTORS

Interested parties may communicate with the Board of Directors by writing a letter to the Chairman of the Board, to the Chair of the Nominations and Governance Committee, who acts as the lead independent director,Lead Independent Director, or to the independent directors c/o Abbott Laboratories, 100 Abbott Park Road, D-364, AP6D, Abbott Park, Illinois 60064, Attention: Corporate Secretary. The General Counsel and Corporate Secretary regularly forwards to the addressee all letters other than mass mailings, advertisements, and other materials not relevant to Abbott'sAbbott’s business. In addition, directors regularly receive a log of all correspondence received by Abbott that is addressed to a member of the Board and may request any correspondence on that log.

CORPORATE GOVERNANCE MATERIALS

Abbott'sAbbott’s corporate governance guidelines, outline of directorship qualifications, director independence standards, code of business conduct, and the charters of Abbott'sAbbott’s Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee are all available in the corporate governance section of Abbott'sAbbott’s investor relations website (www.abbottinvestor.com)(www.abbottinvestor.com).

​

24

---

29

​

---

Table of Contents

2020 DIRECTOR COMPENSATION

Messrs. White andMr. Ford areis not compensated for serving on the Board or Board committees. Abbott'sAbbott’s remaining directors, who are all non-employee directors, are compensated for their service under the Abbott Laboratories Non-Employee Directors'Directors’ Fee Plan and the Abbott Laboratories 2017 Incentive Stock Program.

The following table sets forth a summary of the non-employee directors' 2020directors’ 2022 compensation.

Name		Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)
R. J. Alpern		$126,000		$184,951		$0		$35,227		$26,042		$372,220
R. S. Austin		48,667		0		0		0		28,853		77,520
C. Babineaux-Fontenot		31,500		0		0		0		0		31,500
S. E. Blount		126,000		184,951		0		4,750		25,000		340,701
P. Gonzalez		132,000		184,951		0		0		0		316,951
M. A. Kumbier		132,000		184,951		0		0		0		316,951
D. W. McDew		126,000		184,951		0		0		0		310,951
N. McKinstry		151,000		184,951		0		0		0		335,951
W. A. Osborn		156,000		184,951		0		0		0		340,951
M. F. Roman		132,000		184,951		0		0		0		316,951
D. J. Starks		139,333		184,951		0		0		0		324,284
J. G. Stratton		132,000		184,951		0		0		0		316,951
G. F. Tilton		147,000		184,951		0		0		25,734		357,685

(1)

Under the Abbott Laboratories Non-Employee Directors’ Fee Plan, non-employee directors earn $10,500 for each month of service as a director. Audit Committee members, other than the Audit Committee chair, receive $500 for each month of service on the Audit Committee. Board Committee chairs receive monthly fees of: $2,083.33 for the Audit Committee chair, $1,666.66 for the Compensation Committee chair, $1,250 for the Public Policy Committee chair, and $1,250 for the chair of any other Board committee. In addition, the lead independent director earns $2,500 for each month of such service and does not receive a fee for service as Nominations and Governance Committee chair. Effective as of May 1, 2023, the Board committee chair monthly fees will be $2,500 for the Audit Committee chair, $2,083.33 for the Compensation Committee chair, $1,250 for the Public Policy Committee chair, and $1,250 for the chair of any other Board committee. In addition, the lead independent director will earn $3,333.33 for each month of such service and will not receive a fee for service as Nominations and Governance Committee chair. Fees earned under the Abbott Laboratories Non-Employee Directors’ Fee Plan are paid in cash to the director, paid in the form of vested non-qualified stock options (based on an independent appraisal of their fair value), deferred (as a non-funded obligation of Abbott), or paid currently into an individual grantor trust established by the director. The distribution of deferred fees and amounts held in a director’s grantor trust generally commences when the director reaches age 65, or upon retirement from the Board of Directors, if later. The director may elect to have deferred fees and fees deposited in trust credited to either a guaranteed interest account or to a stock equivalent account that earns the same return as if the fees were invested in Abbott shares. If necessary, Abbott contributes funds to a director’s trust so that as of year-end the stock equivalent account balance (net of taxes) is not less than seventy-five percent of the market value of the related common shares at year-end.

	25

---

​

Name

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

Stock Awards ($)(2)

Option Awards ($)(3)

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

All Other Compensation ($)(5)

Total ($)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

R. J. Alpern

​

​

$

126,000

​

​

$

184,920

​

​

$

0

​

​

$

63,098

​

​

$

25,000

​

​

$

399,018

​

​

R. S. Austin

​

​

152,000

​

​

184,920

​

​

0

​

​

0

​

​

25,000

​

​

361,920

​

​

​

S. E. Blount

​

​

126,000

​

​

184,920

​

​

0

​

​

9,508

​

​

25,000

​

​

345,428

​

​

​

M. A. Kumbier

​

​

132,000

​

​

184,920

​

​

0

​

​

0

​

​

0

​

​

316,920

​

​

​

E. M. Liddy

​

​

151,000

​

​

184,920

​

​

0

​

​

0

​

​

0

​

​

335,920

​

​

​

D. W. McDew

​

​

126,000

​

​

184,920

​

​

0

​

​

0

​

​

0

​

​

310,920

​

​

​

N. McKinstry

​

​

132,000

​

​

184,920

​

​

0

​

​

0

​

​

20,000

​

​

336,920

​

​

​

P. N. Novakovic

​

​

141,000

​

​

184,920

​

​

0

​

​

0

​

​

0

​

​

325,920

​

​

​

W. A. Osborn

​

​

156,000

​

​

184,920

​

​

0

​

​

0

​

​

0

​

​

340,920

​

​

​

S. C. Scott III

​

​

44,000

​

​

0

​

​

0

​

​

0

​

​

0

​

​

44,000

​

​

​

D. J. Starks

​

​

126,000

​

​

184,920

​

​

0

​

​

0

​

​

0

​

​

310,920

​

​

​

J. G. Stratton

​

​

126,000

​

​

184,920

​

​

0

​

​

0

​

​

25,000

​

​

335,920

​

​

​

G. F. Tilton

​

​

132,000

​

​

184,920

​

​

0

​

​

0

​

​

25,000

​

​

341,920

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

⁽¹⁾

Under the Abbott Laboratories Non-Employee Directors' Fee Plan, non-employee directors earn $10,500 for each month of service as a director. Audit Committee members, other than the Audit Committee chair, receive $500 for each month of service on the Audit Committee. Board Committee chairs receive monthly fees of: $2,083.33 for the Audit Committee chair, $1,666.66 for the Compensation Committee chair, $1,250.00 for the Public Policy Committee chair, and $1,250.00 for the chair of any other Board committee. In addition, the lead independent director earns $2,500 for each month of such service and does not receive a fee for service as Nominations and Governance Committee chair. Fees earned under the Abbott Laboratories Non-Employee Directors' Fee Plan are paid in cash to the director, paid in the form of vested non-qualified stock options (based on an independent appraisal of their fair value), deferred (as a non-funded obligation of Abbott), or paid currently into an individual grantor trust established by the director. The distribution of deferred fees and amounts held in a director's grantor trust generally commences when the director reaches age 65, or upon retirement from the Board of Directors, if later. The director may elect to have deferred fees and fees deposited in trust credited to either a guaranteed interest account or to a stock equivalent account that earns the same return as if the fees were invested in Abbott shares. If necessary, Abbott contributes funds to a director's trust so that as of year-end the stock equivalent account balance (net of taxes) is not less than seventy-five percent of the market value of the related common shares at year-end.

⁽²⁾

The amounts reported in this column represent the aggregate grant date fair value of the awards calculated in accordance with Financial Accounting Standards Board ASC Topic 718. Abbott determines the grant date fair value of stock unit awards by multiplying the number of restricted stock units granted by the average of the high and low market prices of an Abbott common share on the date of grant. In addition to the fees described in footnote 1, each non-employee director elected to the Board of Directors at the annual shareholders meeting receives vested restricted stock units having a value of $185,000 (rounded down) under the Abbott Laboratories 2017 Incentive Stock Program). In 2020, this was 1,974 units. 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 shareholders. Upon termination, retirement from the Board, death, or a change in control of Abbott, a non-employee director will receive one common share for each restricted stock unit outstanding under the Incentive Stock Program. Each director is required to own, within five years of becoming a director, the number of Abbott shares having a fair

​

30      

​

---

Table of Contents

(2)	The amounts reported in this column represent the aggregate grant date fair value of the awards calculated in accordance with Financial Accounting Standards Board ASC Topic 718. Abbott determines the grant date fair value of stock unit awards by multiplying the number of restricted stock units granted by the average of the high and low market prices of an Abbott common share on the date of grant. In addition to the fees described in footnote 1, each non-employee director elected to the Board of Directors at the annual shareholders meeting receives vested restricted stock units having a value of $185,000 (rounded down) under the Abbott Laboratories 2017 Incentive Stock Program (effective as of the 2023 Annual Meeting, this will increase to $200,000 (rounded down)). In 2022, this was 1,602 units. 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 shareholders. Upon termination, retirement from the Board, death, or a change in control of Abbott, a non-employee director will receive one common share for each restricted stock unit outstanding under the Incentive Stock Program. Each director is required to own, within five years of becoming a director, the number of Abbott shares having a fair market value equal to five times the annual director fees earned or paid in cash. All directors with five years tenure or more meet or exceed the guidelines. The following Abbott restricted stock units were outstanding as of December 31, 2022: R. J. Alpern, 35,481; S. E. Blount, 28,741; P. Gonzalez, 1,602; M. A. Kumbier, 7,316; D. W. McDew, 5,075; N. McKinstry, 28,741; W. A. Osborn, 37,398; M. F. Roman, 3,101; D. J. Starks, 13,698; J. G. Stratton, 10,261; and G. F. Tilton, 39,128.
(3)	The following options were outstanding as of December 31, 2022: R. S. Austin, 52,247; N. McKinstry, 64,957; and W. A. Osborn, 37,673.
(4)	The totals in this column include reportable interest credited under Abbott Laboratories Non-Employee Directors’ Fee Plan during the year.
(5)	Charitable contributions made by Abbott’s non-employee directors are eligible for a matching contribution (up to $25,000 annually). The amounts reported in this column include charitable matching grant contributions as follows: R. J. Alpern, $25,000; R. S. Austin, $25,000; S. E. Blount, $25,000; and G. F. Tilton, $25,000.

26

---

market value equal to five times the annual director fees earned or paid in cash. All directors with five years tenure or more meet or exceed the guidelines. The following Abbott restricted stock units were outstanding as of December 31, 2020: R. J. Alpern, 32,380; R. S. Austin, 40,043; S. E. Blount, 25,640; M. A. Kumbier, 4,215; E. M. Liddy, 27,807; D. W. McDew, 1,974; N. McKinstry, 25,640; P. N. Novakovic, 27,807; W. A. Osborn, 34,297; D. J. Starks, 10,597; J. G. Stratton, 7,160; and G. F. Tilton, 36,027.

⁽³⁾

The following options were outstanding as of December 31, 2020: R. S. Austin, 57,618; E. M. Liddy, 56,414; N. McKinstry, 56,356; P. N. Novakovic, 93,553; W. A. Osborn, 37,733; and S. C. Scott III, 44,440.

⁽⁴⁾

The totals in this column include reportable interest credited under Abbott Laboratories Non-Employee Directors' Fee Plan during the year.

⁽⁵⁾

Charitable contributions made by Abbott's non-employee directors are eligible for a matching contribution (up to $25,000 annually). The amounts reported in this column represent charitable matching grant contributions, as follows: R. J. Alpern, $25,000; R. S. Austin, $25,000; S. E. Blount, $25,000; N. McKinstry, $20,000; J. G. Stratton, $25,000; and G. F. Tilton, $25,000.

​

31

​

---

Table of Contents

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS

The table below reflects the number of Abbott common shares beneficially owned as of January 31, 2021 by (i) each director nominee, (ii) each individual serving as Chief Executive Officer and as Chief Financial Officer during 2020, and the three other most highly paid executive officers in 2020 (collectively, the "named officers"), and (iii) all directors and executive officers of Abbott as a group. It also reflects the number of stock equivalent units held by non-employee directors under the Abbott Laboratories Non-Employee Directors' Fee Plan and restricted stock units held by non-employee directors, named officers, and executive officers.

		Name		Shares Beneficially Owned(1)(2)		Stock Options Exercisable Within 60 Days of January 31, 2021(3)		Stock Equivalent Units
​	​	​	​	​	​	​	​	​	​	​
		H. L. Allen		151,896		1,109,341		0
​		R. J. Alpern		32,380		0		8,214		​
		R. S. Austin		40,043		57,618		0
​		S. E. Blount		28,240		0		0		​
		R. B. Ford		244,868		1,218,661		0
​		R. E. Funck, Jr.		200,475		378,314		0		​
		J. F. Ginascol		89,003		169,059		0
​		M. A. Kumbier		5,248		0		0		​
		E. M. Liddy		30,127		56,414		21,584
​		D. W. McDew		1,974		0		0		​
		N. McKinstry		25,640		56,356		0
​		P. N. Novakovic		41,004		93,553		0		​
		W. A. Osborn		79,745		37,733		28,935
​		M. F. Roman		0		0		0		​
		D. G. Salvadori		102,433		594,254		0
​		D. J. Starks		7,020,657		0		0		​
		J. G. Stratton		10,615		0		6,049
​		G. F. Tilton		43,377		0		33,196		​
		M. D. White		3,141,293		5,959,728		0
​		B. B. Yoor		69,886		197,150		0		​
		All directors and executive officers as a group(4)(5)		12,367,861		14,370,846		97,978
​	​	​	​	​	​	​	​	​	​	​

⁽¹⁾

This column includes shares held in the officers' accounts in the Abbott Laboratories Stock Retirement Trust as follows: R. E. Funck, Jr., 17,758; M. D. White, 35,146; B. B. Yoor, 2,272; and all executive officers as a group, 79,829. Each officer has shared voting power and sole investment power with respect to the shares held in his or her account.

⁽²⁾

This column includes restricted stock units held by the non-employee directors and payable in stock upon their retirement from the Board as follows: R. J. Alpern, 32,380; R. S. Austin, 40,043; S. E. Blount, 25,640; M. A. Kumbier, 4,215; E. M. Liddy, 27,807; D. W. McDew, 1,974; N. McKinstry, 25,640; P. N. Novakovic, 27,807; W. A. Osborn, 34,297; D. J. Starks, 10,597; J. G. Stratton, 7,160; G. F. Tilton, 36,027; and all directors as a group, 273,587.

⁽³⁾

This column also includes 72,590 restricted stock units held by all named officers and executive officers as a group that will be payable in stock within 60 days of January 31, 2021.

⁽⁴⁾

Certain executive officers of Abbott are fiduciaries of several employee benefit trusts maintained by Abbott. As such, they have shared voting and/or investment power with respect to the common shares held by those trusts. The table does not include the shares held by the trusts. As of January 31, 2021, these trusts owned a total of 29,672,769 (1.7%) of the outstanding shares of Abbott.

None of the directors, named officers, or executive officers has pledged shares.

⁽⁵⁾

No director or executive officer beneficially owns more than one percent of the outstanding shares of Abbott. Excluding the shared voting and/or investment power over the shares held by the trusts described in footnote 4, the directors and executive officers as a group beneficially own 1.5 percent of the outstanding shares of Abbott.

​

32      

---

Table of Contents

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

This Compensation Discussion and Analysis (CD&A) describes Abbott'sAbbott’s executive compensation program in 2020.2022. In particular, this CD&A explains how the Compensation Committee (the Committee) and Board of Directors made compensation decisions for the Company'sCompany’s executives, including the sevenfive named officers: Robert B. Ford, PresidentChairman of the Board and Chief Executive Officer effective March 31, 2020 (previously President and Chief Operating Officer);Officer; Robert E. Funck, Jr., Executive Vice President, Finance and Chief Financial Officer effective March 1, 2020;Officer; Hubert L. Allen, Executive Vice President, General Counsel and Secretary; John F. Ginascol, Executive Vice President, Core Diagnostics; Daniel G. Salvadori, Executive Vice President and Group President, Established Pharmaceuticals and Nutritional Products; Miles D. White, Executive Chairman of the Board effective March 31, 2020 (previously Chairman and Chief Executive Officer); and Brian B. Yoor, formerAndrea F. Wainer, Executive Vice President, FinanceRapid and Chief Financial Officer.Molecular Diagnostics.

The CD&A also describes the process the Committee utilizes to examine performance in the context of executive pay decisions, the performance goals and results for each named officer, and recent updates to our compensation program. This year'syear’s CD&A reflects the feedback from our shareholders gathered during our 20202022 shareholder outreach described on page 34.28.

2020 PERFORMANCE
VALUE CREATION FOR SHAREHOLDERS

Abbott'sAbbott’s sustained strong performance has resulted in total shareholder return (TSR) significantly exceeding the peer median and major market indices on a one-, three-,three and five-year basis.

Abbott'sAbbott’s three-year TSR of 101.7%33% outpaced the peer group median, and Abbott’s five-year TSR of 109% is more thannearly twice that of the peer group median and the broader Standard & Poor's 500 (S&P 500) and more than three times that of the Dow Jones Industrial Average (DJIA) market index. median. These consistent above-markettop-tier returns are driven by strong execution, an effective governance structure, and the strength of our diversified business model with leadership positions in some of the largest and fastest growing markets in healthcare and innovative product portfolios across our businesses.

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

				27

---

In addition to delivering significant shareholder returns, Abbott continued to take important steps to position the Company for long-term, sustainable growth.

•

Achieved important product approvals in 2020 across our businesses that will be significant contributors to growth in the coming years.

​

33

---

Table of Contents

•

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



•

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



•

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

CHANGES BASED ON SHAREHOLDER FEEDBACK AND MARKET PRACTICES

During 2020,In 2022, we conducted extensive shareholder outreach to discuss our compensation program, among other topics. In the spring, we engagedmet or initiated contact with shareholders representing over 60% of our outstanding shares, including 100% of our top 20 investors, in an open dialogue to discuss our compensation program and various topics, including Abbott's market-leading disclosures that enhance shareholder understanding of how pay decisions are made and how the metrics we use are linked to business strategy and goals. including:

	●	Board oversight over governance structures, sustainability, and quality and regulatory matters.
	●	Human capital management and Abbott’s commitment to diversity, equity, and inclusion, including Abbott’s Diversity, Equity and Inclusion Report which provides goals, our progress against them, and disclosure of EEO-1 data.
	●	Board composition and refreshment, including the nomination of six new independent director nominees since 2018, three of whom are women and three of whom are minorities.
	●	Executive compensation program, including Abbott’s continued enhanced compensation disclosure.

Their feedback was overwhelmingly positive, which was reflected in the 92%91% support for our Say-on-Pay Proposal.

As illustrated in the table below, over the past several years we have made numerous changes to our program and our proxy statement based on feedback from our shareholders as well as a review of market practices.

CHANGES BASED ON SHAREHOLDER FEEDBACK

RECENT EXECUTIVE COMPENSATION CHANGES
		• ●  All Officers, including our CEO, carry a human capital goal ●  Increased disclosure related to Abbott’s 2030 Sustainability Plan goals and linkage to executive pay ●  Revised annual cash incentive plan goals and weighting ●  Significantly increased disclosure related to payouts for both annual and long-term incentives • Revised annual cash ●  Increased director share ownership guidelines		●  Introduced new long-term incentive plan goalsmeasures to reflect sustained performance over a three-year period ●  Increased the target for vesting of performance restricted shares ●  Updated our peer group to reflect increased size and weighting • complexity of business ●  Changed performance-based restricted stock awards to vest only over a 3-year term with no more than one-third of the award vesting in any one year • Implemented a strengthened recoupment policy		• Introduced new long-term incentive measures to reflect sustained performance over a three-year period • Increased director share ownership guidelines • Increased the ROE target for vesting of performance restricted shares • Updated our peer group to reflect increased size and complexity of business

ABBOTT'S28

---

Table of Contents

ABBOTT’S PEER GROUP FOR PAY AND COMPANY PERFORMANCE BENCHMARKING

To determine the competitiveness of our compensation and benefit programs, the Committee, in consultation with its independent consultant, annually compares the level of compensation, pay practices, and our relative performance to those of peer companies. Our Compensation Committee reviewed our peer group in 2020 to determine whether any changes were necessary to better reflect2022 and determined that the increased size (sales and market capitalization) and complexity of Abbott's business. They also reviewed whether United Technologies should remain a peer following its corporate transaction with Raytheon in which they merged and spun off various businesses, resulting in the new company, Raytheon Technologies.

Based on this review, the Compensation Committee replaced Raytheon Technologies with Cisco and Nike. This revisedexisting peer group strikes the appropriate balancecontinues to be positioned appropriately between size (revenue and market capitalization between approximately one-third and three times Abbott's)three-times Abbott’s), growth and return profiles, geographic breadth, and management and operating structure. This approach has been overwhelmingly supported by our investors during shareholder outreach.

​

34      

​

---

Table of Contents

The updated peer group is summarized below, showing the primary characteristics for each company selected, including the Abbott business segment(s) represented by the peer company.

​

Company Name

​

Sales/ Rev.(1) (billions)

​

Market Cap(1) (billions)

​

% Rev. Outside U.S.

​

Similar # Employees

​

Mfg. Driven/ Consumer- Facing

​

Abbott Business Segment(s)/Characteristics Represented

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

3M Company

​

​

$

32.2

​

$

100.8

​

ü

​

ü

​

ü

​

Diagnostics

​

​

Becton Dickinson

​

​

$

17.1

​

$

72.8

​

ü

​

ü

​

ü

​

Diagnostics, Medical Devices

​

​

Boston Scientific

​

​

$

10.1

​

$

51.5

​

ü

​

​

ü

​

Medical Devices

​

​

​

Bristol-Myers Squibb

​

​

$

39.4

​

$

140.2

​

ü

​

​

​

ü

​

Established Pharmaceuticals

​

​

Cisco

​

​

$

48.1

​

$

189.1

​

ü

​

ü

​

ü

​

Diagnostics, Medical Devices

​

​

​

The Coca-Cola Company

​

​

$

33.5

​

$

235.7

​

ü

​

ü

​

ü

​

Consumer

​

​

Danaher Corporation

​

​

$

22.3

​

$

157.8

​

ü

​

ü

​

ü

​

Diagnostics

​

​

​

Honeywell International

​

​

$

32.6

​

$

149.2

​

ü

​

ü

​

ü

​

Diagnostics, Medical Devices

​

​

Johnson & Johnson

​

​

$

82.6

​

$

414.3

​

ü

​

ü

​

ü

​

Diagnostics, Established Pharmaceuticals, Medical Devices

​

​

​

Medtronic

​

​

$

27.9

​

$

157.7

​

ü

​

ü

​

ü

​

Medical Devices

​

​

Merck

​

​

$

47.3

​

$

207.0

​

ü

​

ü

​

ü

​

Established Pharmaceuticals

​

​

​

Mondelez International

​

​

$

26.6

​

$

83.6

​

ü

​

ü

​

ü

​

Consumer

​

​

Nike

​

​

$

38.3

​

$

222.1

​

ü

​

ü

​

ü

​

Consumer

​

​

Procter & Gamble

​

​

$

74.0

​

$

345.0

​

ü

​

ü

​

ü

​

Consumer

​

​

Reckitt Benckiser(2)

​

​

$

18.4

​

$

63.4

​

ü

​

​

ü

​

Nutrition

​

​

​

Stryker Corporation

​

​

$

14.4

​

$

92.1

​

​

​

​

​

ü

​

Medical Devices

​

​

Thermo Fisher Scientific

​

​

$

32.2

​

$

184.6

​

ü

​

ü

​

ü

​

Diagnostics

​

​

​

Peer Group Median

​

​

$

32.2

​

$

157.7

​

​

​

​

​

​

​

​

​

​

Abbott

​

​

$

34.6

​

$

194.1

​

ü

​

ü

​

ü

​

​

​

​

Abbott Percentile Rank

​

​

65th

​

71st

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

⁽¹⁾

Data source: Nasdaq IR Insight database reflects most recently disclosed (as of January 31, 2021) trailing 12-month sales/revenue. The market cap reflects values on December 31, 2020.

⁽²⁾

Revenue/Market Cap converted to USD for companies outside the U.S.

Company Name

Sales/ Rev.(1) (billions)

Market Cap(1) (billions)

% Rev. Outside U.S.

Similar # Employees

Mfg. Driven/ Consumer- Facing

Abbott Business Segment(s)/ Characteristics Represented

3M Company

$34.2

$  66.3

✓

✓

✓

Diagnostics

Becton Dickinson

$19.4

$  72.3

✓

✓

✓

Diagnostics, Medical Devices

Boston Scientific

$12.7

$  66.3

✓

✓

Medical Devices

Bristol-Myers Squibb

$46.7

$153.0

✓

✓

Established Pharmaceuticals

Cisco

$52.3

$195.7

✓

✓

✓

Diagnostics, Medical Devices

The Coca-Cola Company

$42.3

$275.1

✓

✓

✓

Consumer

Danaher Corporation

$31.5

$193.2

✓

✓

✓

Diagnostics

Honeywell International

$34.9

$144.1

✓

✓

✓

Diagnostics, Medical Devices

Johnson & Johnson

$94.9

$461.8

✓

✓

✓

Consumer, Diagnostics, Established Pharmaceuticals, Medical Devices

Medtronic

$30.8

$103.4

✓

✓

✓

Medical Devices

Merck

$59.0

$281.3

✓

✓

✓

Established Pharmaceuticals

Mondelez International

$31.5

$  91.0

✓

✓

✓

Consumer

Nike

$49.1

$183.1

✓

✓

✓

Consumer

Procter & Gamble

$80.3

$359.2

✓

✓

✓

Consumer

Reckitt Benckiser(2)

$17.2

$  41.2

✓

✓

Nutrition

Stryker Corporation

$18.4

$  92.5

✓

Medical Devices

Thermo Fisher Scientific

$44.9

$216.0

✓

✓

✓

Diagnostics

Peer Group Median

$34.9

$153.0

Abbott

$43.7

$191.4

✓

✓

✓

Abbott Percentile Rank

59th

59th

(1)	Data source: Nasdaq IR Insight database reflects most recently disclosed (as of January 31, 2023) trailing 12-month sales/revenue. The market cap reflects values on December 31, 2022.
(2)	Revenue/Market Cap converted to USD for companies outside the U.S.

	29

---

Table of Contents

BASIS FOR COMPENSATION DECISIONS

Abbott and its Compensation Committee have designed a compensation program that balances short- and long-term objectives to focus our executives on actions that create value today, while building for sustainable future success. Approximately two-thirds90% of our pay is equity-based,performance-based, directly tying a significant portion of executive compensation to Company performance and shareholder returns.

Our compensation program is market-based (to(to ensure our ability to attract and retain talented executives) and produces compensation outcomes that are performance-based (to(to incent the achievement of profitable growth that increases shareholder value).

COMPENSATION PROGRAM IS MARKET-BASED

All components of total direct compensation are market-based. Each year, the Compensation Committee reviews market data with the independent compensation consultant to ensure our programs are aligned and our officers are positioned appropriately relative to the market.

Base Salary

Base salary targets are initially set using the median of the peer group as a benchmark. Base salaries then vary depending on the officer'sofficer’s experience, expertise, and performance. The average base salary of our executive officers is approximately at the market median.

​

35

​

---

Table of Contents

Annual Incentive Plan

Annual incentive targets are initially set using the median of the peer group as a benchmark. The targets may vary based on other factors, including internal pay comparisons. Further linkage to the market is achieved by setting targets that require our officers to exceed the anticipated growth of the market in which they compete in order to achieve a target payout of their annual incentives.

Long-Term Incentive Plan (LTI)

To set annual LTI award guidelines, the Committee first reviews LTI grants made by peer companies to identify the competitive market range. Each year the guidelines are set at the appropriate level within the competitive market range based on Abbott'sAbbott’s relative performance, as described on the following page.pages 31 and 32. To recognize the continued growth focus of Abbott and to directly align the interests of executive officers with the interests of our shareholders, the Compensation Committee grants long-term incentive awards in the form of 50% stock options and 50% performance restricted shares. This mix of incentive awards is consistent with our peers.

COMPENSATION OUTCOMES ARE PERFORMANCE-BASED

Other than base salary, which is the smallest component of our executives'executives’ compensation, all remaining components of Total Direct Compensation (i.e., annual incentive, performance-based restricted stock awards, and stock options) are aligned with individual, business segment and Company performance.

30

---

Table of Contents

Annual Incentive Plan

In order for the annual incentive plan to pay out, the EPS goal must be achieved. If the EPS goal is not achieved, then the annual incentive plan is not funded. Final payoutsPayouts are determined based upon performance relative to annual goals and are capped as a percentage of consolidated net earnings (CEO cap is 0.15%; other NEO cap is 0.075%). The following formula summarizes the annual incentive payout process for officers, assuming the EPS goal is achieved.officers.

For example:

BASE SALARY

BONUS TARGET %

TOTAL GOAL SCORE

AWARD PAYOUT

BONUS TARGET %

TOTAL GOAL SCORE

AWARD PAYOUT

$525,000

x

90%

x

95%

=

$448,875

x

90%

x

95%

=

$448,875

​

​

​

​

​

​

​

​

​

​

​

​

​

For 2020 performance, annual incentive payouts for Abbott executive officers averaged 96% of target. For individual calculations for each named officer, see pages 42 to 57. The annual incentive plan is formula driven based on financial, strategic, and talent and succession, and diversity results. Officer financial goals are based on adjusted financial measures that reflect the true results of our ongoing operations and are set based on the expected market growth of the businesses in the markets in which we compete.

The goals used to determineFor 2022 performance, preliminary annual incentive payouts for Abbott named executive officers wereaveraged 108% of target. While financial performance exceeded goals set at the beginning of 2020. Abbott did not adjust 2020 financial goals due to the impact of the pandemic. Instead,2022, the Compensation Committee evaluatedreviewed 2022 performance and rewarded each business leader basedconsidered the significant fluctuations in demand for COVID-19 diagnostic tests during the year. Based on their original goals, as well as their contributionthis review, the Committee applied downward discretion ranging from 14% to 30% to the Company's extraordinary response to the pandemic.

This response, which enhanced Abbott's position as a world leader in diagnostic testing, included:

•

The timely developmentpayouts of multipleeach NEO whose performance metrics include COVID-19 related diagnostic tests, across Abbott's broad diagnostics portfolio.



•

Global manufacturing ramp upwhich reduced the average to meet demand, with expansions at existing facilities and the creation91% of two new manufacturing sites in the U.S.

In addition, business continuity across the Company was maintained through close partnerships with existing suppliers and a focus on supply chain management that ensured customer needs were met and R&D programs continued yielding approvals and a strong pipelinetarget. For individual calculations for future growth.

​

36      

​

---

Table of Contentseach named officer, see pages 38 to 47.

Long-Term Incentive Plan

Throughout theAbbott’s process Abbott'sto determine long-term incentive awards areis based on Companyboth company and individual performance. Guidelines are set based on relative performance from guideline positioning allof the wayCompany to peers. Those guidelines are adjusted, up or down, based on individual officer performance over the prior three years. Performance restricted shares vest only if performance achieves expectations over the following three years, and stock options provide value only through vesting.share price appreciation. Conversely, most other companies reflect performance only at the companyCompany level through future relative TSR at vesting. Thus, Abbott'sTSR. Abbott’s process is much more rigorous, reflecting both company and performance-based than other companies' programs.individual performance over a longer period of time.

The Committee positions LTI award guidelines relative to the market by comparing Abbott'sAbbott’s 3-year TSR performance against our peers. 5- and 1-year TSR performance are also referencedconsidered to ensure long-term performance is sustained,evaluate longer- and current performance is on track with shareholder expectations.shorter-term performance.

	31

---

Table of Contents

For example, guidelines for grants made in February 20202022 were set at the 60^th75th percentile of our peer group, reflecting 100^th82nd percentile relative 3-year3- and 1-year TSR performance and 88th percentile relative 5-year TSR performance for the period ending in 2019. 2021, as summarized in the graphic below.

The 5-yearinformation below represents the February 2022 annual grant.

STEP 1: Link to Company Performance

Compare Abbott’s 3-year TSR ranked at the 75^th percentile ofperformance against our peer group, for the period ending in 2019, while theconsider 5-, and 1-year TSR was at the 25to evaluate longer- and shorter-term performance

STEP 2: Link to Market

Position LTI guideline value relative to peer group

STEP 3: Link to Individual Performance

Adjust for individual performance

5-year relative TSR = 88%
3-year relative TSR = 82%
1-year relative TSR = 82%

2022 LTI Guideline = 75^th
percentile of our peer group.Peer Group LTI

LTI Award guideline adjusted up or down based on individual officer’s sustained 3-year contributions to:

● Sales and market growth

● Margin

● Strategic financial measures

The recommendation for each officer starts with the Company LTI award guideline (based on relative TSR performance and market data as described above) for the officer'sofficer’s position and is adjusted based upon assessment of their sustained contributions over the last three years. Contribution scores are totaled and used to adjust each officer'sofficer’s award guideline. Final awards may be increased or decreased based on the long-term impact each individual officer had on the organization. For example:

32

---

SAMPLE INDIVIDUAL LTI PERFORMANCE ASSESSMENT

​

METRIC

​

2017

​

2018

​

2019

​

OVERALL

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sales and Market Growth Contribution

​

Met (0)

​

Did not meet (-1)

​

Exceeded (+1)

​

0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Margin Contribution

Met (0)

Met (0)

Exceeded (+1)

+1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Strategic Financial Contribution

​

Met (0)

​

Met (0)

​

Met (0)

​

0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

+1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LTI Adjustment

​

110%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LTI ADJUSTMENT LEGEND
​  TOTAL		​ RESULT
​	​	​
+4 or More		125%
​	​	​
+1 to +3		110%
​	​	​
0		100%
​	​	​
-1 or -2		90%
​	​	​
-3 or Less		75%
​	​	​

​

37

​

---

Table of Contents

Awards granted in 2020,2022 continue to produce strong differentiation, resulting in award adjustments that ranged from 75% to 125% of award guidelines based on individual officer performance formeasured over the three-year period ending in 2019, resulted in awards ranging from the 10^th percentile to the 90^th percentile of our peer group, with an average of the 60^th percentile.2021. For individual calculations for each named officer, see pages 4238 to 57.47.

Since stock options realize value only through share price appreciation, the value realized upon the exercise of vested stock options directly aligns the compensation earned with the value shareholders received over the same period. Options are also aligned with shareholder value through the impact of relative TSR in determining the LTI award guidelines.

Performance restricted shares vest one-third each year only if the Adjusted Return on Equity (ROE) performance target is achieved. Vesting is absolute—either 100% or 0%. There is no partial vesting if the target is missed and no additional vesting upside if the Company over-performs. over-performs. The Committee believes Adjusted ROE is the appropriate performance measure for vesting because ROE measures how much profit the Company generates over the long-term with the capital that shareholders have invested and is a measure reflecting deployment of capital or capital allocation.

In 2021, the Adjusted ROE reflects earningsvesting target to determine future vesting was increased from continuing operations excluding specified items, such as intangible amortization expense and various other costs including expenses related13% to restructuring actions or business acquisitions.14%. This increase follows similar increases in prior years, which have increased this target 40% since 2014. This is consistent with our stated intent to increase our Adjusted ROE also excludestargets over time following the separation of AbbVie, which had a significant impact on our ROE and other return measures, including Return on Assets (ROA).

Prior to the separation of foreign exchange onAbbott and AbbVie, the AbbVie business accounted for the majority (65%) of Abbott’s adjusted net income. However, at the separation of AbbVie, Abbott retained the majority (90%) of the equity.While Abbott’s ROE was disproportionally lower following the AbbVie separation, shareholders that retained both their Abbott and AbbVie shares over the past ten years since the AbbVie separation would have seen a 314% appreciation in their holdings.

Impact of Abbott/
AbbVie Separation

		33
In 2021, the Adjusted ROE vesting target to determine future vesting was increased from 13% to 14%. This increase follows similar increases in prior years, which have increased this target 40% since 2014. This is consistent with our stated intent to increase our Adjusted ROE targets over time following the separation of AbbVie, which had a significant impact on our ROE and other return measures, including Return on Assets (ROA). Prior to the separation of Abbott and AbbVie, the AbbVie business accounted for the majority (65%) of Abbott's adjusted net income. However, at the separation of AbbVie, Abbott retained the majority (90%) of the equity. While Abbott's ROE was disproportionally lower following the AbbVie separation, shareholders that retained both their Abbott and AbbVie shares over the past eight years since the AbbVie separation would have seen a 231% appreciation in their holdings.		IMPACT OF ABBOTT/ABBVIE SEPARATION

---

​

38      

---

Table of Contents

Summary of LTI Process

The graphic below summarizes the LTI process and its direct linkage to the market and company and individual performance.

​

39

​

---

Table of Contents

COMPENSATION PROGRAM IS DIRECTLY LINKED TO BUSINESS STRATEGY

Our compensation program is also linked directly to our business strategy, to ensure that officers are focused on those activities that drive our business strategy and create value for shareholders.

The table below explains the strategic link of the key metrics used in our annual and long-term incentive plans.

		EVALUATION OF PERFORMANCE
​  METRIC		METRIC		​		STRATEGIC LINK		​
​			​	​	​	​	​	​	​	​
		Our annual incentive plan is aligned to the following drivers of shareholder value:
​	​	​	​	​	​	​	​	​
		Sales		​		Measures Abbott'sAbbott’s ability to compete effectively in the markets in which we participate and focuses management on achieving strong top-line growth, consistent with our business strategy.		​
​	​	​	​	​	​	​	​	​
		Diluted EPS				Basis on which Abbott sets annual performance expectations and consistent with how we report operating resultsMeasures Abbott’s ability to the financial community.		deliver profitable growth, contributing to strong shareholder returns.
​	​	​	​	​	​	​	​	​
​		Return on Assets		​		Measures profitability and how effectively Company assets are used to generate profit.		​
​	​	​	​	​	​	​	​	​
		Free Cash Flow				Recognizes the importance of generating cash to fund ongoing investments in our business and to pay down debt, pay dividends, and fund investments outside of capital expenditures.
​			​	​	​	​	​	​	​	​
		Our long-term incentive plan relies on the following Company metrics, and 3-year sustained individual performance metrics, to determine award value:
​	​	​	​	​	​	​	​	​
		Total Shareholder Return		​		Measures Abbott'sAbbott’s stock and dividend performance against our peer group. Used to position LTI award guidelines relative to the market.		​
​	​	​	​	​	​	​	​	​
		3-year LTI Contribution Metrics				Measures how each officer has performed relative to their sales, margin, and strategic financial contribution goals. Used to adjust LTI award guidelines to reflect individual performance.
​	​	​	​	​	​	​	​	​
​		Return on Equity		​		Measures how much profit Abbott generates over the long-term with the capital that shareholders have invested. Used to determine if performance-restricted awards vest.		​
​	​	​	​	​	​	​	​	​

Officer financial goals are set and assessed based on adjusted measures that the Committee believes more accurately reflect the results of our ongoing operations. We make certain adjustments for specified items, whether favorable or unfavorable, that are unusual or unpredictable, such as cost reduction initiatives, restructuring programs, integration activities and other business acquisition-related costs, and the impact of significant tax changes. We also exclude intangible amortization expense to provide greater visibility on the results of operations excluding these costs, similar to how Abbott'sAbbott’s management internally assesses performance.

The Committee believes these adjusted measures provide a more stable assessment of Abbott'sAbbott’s core business and encourage decision-making that considers long-term value. They also align compensation goals with the financial guidance we communicate to investors, which is also based on adjusted measures.

34

---

Table of Contents

COMPENSATION LINK TO SUSTAINABILITY

Our leadership covenant includes commitments to multiple environmental, social and governance efforts. Examples include:

•

A sustainable infrastructure to drive quality, environmental, health and safety performance



•

Human capital management to ensure an inclusive culture and the fair and balanced treatment of our employees



•

Quality products provided at competitive prices to patients and consumers at hospitals and retailers



•

Abbott's Code of Conduct to ensure adequate internal controls for financial reporting and compliance with applicable laws and regulations.

​

40      

​

---

Table of Contents

Since this covenant is considered the minimum requirement of being an officer at Abbott, anyAbbott. Any officer that does not fulfill the covenant can receive a reduction of up to 100% of their annual incentive and/or long-term incentive awards. In addition, our leadership covenant specifically states that senior leaders are accountable for the achievement of Abbott’s 2030 Sustainability Plan goals.

The sustainability plan is integrated into our business plans, financial planning processes and existing governance structures. Each senior manager is responsible for taking actions in their organization that help achieve our targeted priority goals regarding:

Making access and affordability core to new product innovation

We established three design principles to embed innovating access and affordability in how we develop new technologies and products. These principles include 1) Design for broader reach and equity with an innovation portfolio that reaches more people, including new geographies and communities with limited access to care, 2) Design for access to identify and overcome barriers to access and adoption, prioritizing inclusive design as well as manufacturing, distribution and technology strategies to reduce costs across the value chain, and 3) Design to optimize reach and value across four factors: people reached, consumer benefit, business and societal value. These design principles can be seen in action in our products, including FreeStyle Libre^®, the world’s most-used glucose-monitoring system, our BinaxNOW™ COVID-19 test, our iSTAT Alinity TBI Plasma blood test, the first rapid handheld traumatic brain injury blood test, which can reduce the need for expensive CT scans, and our medicines portfolio targeted at emerging markets populations.

Transforming care for chronic disease, malnutrition, and infectious diseases

We continue to advance technologies to improve the standard of care including the launch of the FreeStyle Libre 3, the world’s smallest, most accurate continuous glucose monitoring (CGM) sensor. In addition, we maintain several sustainability commitments, which are further describedhave begun connecting FreeStyle Libre products to partners’ delivery systems and coaching platforms to enhance personalized diabetes management. Building on our decades-long experience in viral surveillance, we also expanded the Abbott Pandemic Defense Coalition, a first-of-its-kind global scientific and public health partnership dedicated to the early detection of, and rapid response to, future pandemic threats. The coalition is designed with a comprehensive approach to containing emerging threats, leveraging the expertise of global centers of excellence in laboratory testing, genetic sequencing, and public health research.

Advancing health equity through partnership

We launched a platform to promote more inclusive clinical trials and dedicated $5 million to scholarships for Historically Black Colleges and Universities (HBCUs) and minority nursing associations. The goal is to produce more racially and ethnically diverse nurses and trialists who, if given the opportunity, will dramatically impact trials in the future. By expanding the reach of studies to include diverse groups, we can achieve a clearer image of our products’ impacts in real-world situations. Armed with this information, we can continue to develop solutions that help even more people.

Protecting a healthy environment

Every year we establish and advance projects to sustainably reduce carbon emissions, expand use of renewable energy, manage water use, reduce the impact of our packaging and minimize waste.

In 2021, we implemented 71 environmental reduction projects at 38 sites across 15 countries. Combined, these projects resulted in annual savings of 6.6 million kWh, 1,700 metric tons of CO2e, 18.7 million gallons of water, and 457 U.S. tons of waste. These projects delivered nearly $1.0 million in annual cost savings.

	35

---

Table of Contents

By the end of 2021, Abbott reduced absolute Scope 1 and 2 emissions by 5%, compared to 2018 baseline. Additionally, we completed an assessment to understand our key suppliers’ existing carbon management efforts and their impact on Scope 3 emissions. In 2022, we committed to supporting the Science Based Targets initiative (SBTi) objective of reducing Scope 1, 2 and 3 carbon emissions. This includes a commitment that suppliers representing 82% of emissions in our Proxy Summarytwo largest categories – purchased goods and services, and upstream transportation and distribution – will have science-based targets by 2026. In September 2022, the SBTi approved Abbott’s near-term Scope 1, 2 and 3 science-based targets.

We continue to make progress on page 10,water, waste and include:

•

Innovatepackaging reduction initiatives. Two of our high-water-impact manufacturing sites that operate in areas of water stress achieved Alliance for AccessWater Stewardship (AWS) certification in 2022. In 2021, eight facilities received Zero Waste-to-Landfill certification, bringing our total number of facilities certified to 46. Lastly, in 2021, we reduced nearly 300,000 pounds of packaging through sustainable design.

Building the diverse, innovative workforce of tomorrow

Each of our officers carry human capital goals to ensure that we have a diverse and Affordability



•

Talent



•

Datainnovative workforce that is ready for the future. We do this by providing differentiated benefits, extraordinary development opportunities and Data Privacy



•

Supply Chain



•

Climatea powerful common purpose.

Our goal is to achieve gender balance across our global management team and Water Use

in our Science, Technology, Engineering, and Mathematics (STEM) roles by 2030 and to ensure one-third of our leadership roles are held by people from underrepresented groups by 2025. Through the end of 2021, 40% of global management positions were filled by women, 44.6% of our STEM roles were filled by women, and 33% of our leadership roles were filled by people from underrepresented groups.

We start early, with highly rated internships that allow us to attract diverse talent that otherwise might not consider a career in STEM. We remain focused on developing future leaders through our mentoring and sponsorship programs that support internal development and succession planning.

Our market-leading benefits focus on those areas that have real impact for our employees. We were the first company to help U.S. employees save for retirement while repaying student loans through our Freedom 2 Save program, which was recently codified by the federal government through the Secure 2.0 Act.

We know that the skills that make our people successful today may not be the skills that are important for the future. So we offer upskilling programs for new career paths, and pathways to earn college degrees on flexible schedules and at no personal cost. During 2022, we launched a new apprenticeship program that prepares community college students who are studying trades – like HVAC, welding and industrial technologies – for long-term careers with Abbott after they graduate.

Responsibly connecting data, technology and care

We are dedicated to being a trusted healthcare partner and advocate for responsible data collection, access and insights. The NeuroSphere™ Virtual Clinic offers a telehealth service from a patient’s smart phone to their physician’s tablet and allows for a digital prescription to be delivered, near-instantaneously, from the physician’s tablet to a patient’s brain, over the internet. This allows doctors to assess patients live, treat them over the internet, and assess the effects of the treatment, in real-time, without the patient having to leave home.

Creating a resilient, diverse and responsible supply chain

We are committed to maintaining a high-quality, sustainable, and resilient supply chain to deliver products that millions of people depend on worldwide. We work with more than 75,000 suppliers in more than 150 countries; we have a robust supplier selection process and published supplier guidelines with 100% of suppliers assessed for sustainability risk. We launched an initiative with the Local Initiatives Support Corporation (LISC) to deliver $37.5 million in financial assistance to diverse small businesses.

36

---

Table of Contents

PAY DECISIONS FOR NAMED EXECUTIVE OFFICERS

The following pages detail the goals and metrics used to determine each named officer'sofficer’s payout under our annual and long-term incentive plans.

Annual Incentive Plan

Each year our annual incentive targets are established to require that officers exceed the anticipated growth of the market in which they compete in order to achieve a target payout of their annual incentives. For some2022 performance, preliminary annual incentive payouts for Abbott named executive officers averaged 108% of target. While financial performance in 2022 exceeded goals set at the targetbeginning of 2022, the Compensation Committee reviewed 2022 performance and considered the significant fluctuations in demand for COVID-19 diagnostic tests during the year. Based on this review, the Committee applied downward discretion ranging from 14% to 30% to the payouts of each NEO whose performance metrics include COVID-19 diagnostic tests, which reduced the average to 91% of target. For individual calculations for each named officer, see pages 38 to 47.

Long-Term Incentive Plan

It is not disclosed for competitive reasons. The long-term incentive decisionsimportant to note that the amounts shown in the Summary Compensation Table of this proxy statement and detailed herereflect the annual bonus for 2022 performance, but the LTI awards shown are for performance through 2021. Based on performance through 2022, the LTI award values granted during 2023 were based uponmuch lower than 2022, including the LTI award value granted to the CEO, which was approximately 15% lower than 2022. More information on the grants made for performance through 2019, whereas2022 will be available in the annual incentive plan payouts are2024 proxy. More information on our approach to compensation, which definitively aligns our LTI grant guidelines with company performance relative to the market and individual performance based upon performance during 2020.on sustained contributions over the last three years, can be found on pages 31 and 32.

​

	37

---

Table of Contents41

​

---

NAMED EXECUTIVE OFFICER COMPENSATION DECISIONS

	​	ROBERT B. FORD President Chairman of the Board and Chief Executive Officer and Director
	​
​	​	​

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

Base Salary

Mr. Ford'sFord’s annual base salary was increased to $1,400,000of $1,500,000 did not change in March 2020 in connection with his promotion to President and Chief Executive Officer.2022.

Annual Incentive Plan

Mr. Ford'sFord’s target bonus of 175% was increased to 175%not changed in connection with his promotion to President and Chief Executive Officer.2022. Based on performance in 2020,2022, Mr. Ford received a bonus in February 20212023 which was calculated as follows:

​

​

​

​

​

2019

​

​

​

​

​

​

2020 GOAL MEASUREMENT

​

​

2020

​

​

​

​

​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​ ​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​

GOAL

​

RESULTS ACHIEVED

​

GOAL WEIGHT

​

THRESHOLD

​

TARGET

​

MAXIMUM

​

RESULTS ACHIEVED

​

GOAL SCORE

​

FINANCIAL METRICS(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​

Adjusted Sales(2)

​

​

​

$31.96B

​

​

​

25%

​

​

​

$34.02B

​

​

​

$34.18B

​

​

​

$34.33B

​

​

​

$34.92B

​

​

​

37.5%

​

​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​

Adjusted Diluted EPS

​

​

$3.24

​

​

25%

​

​

$3.55

​

​

$3.60

​

​

$3.65

​

​

$3.65

​

​

37.5%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted ROA

​

​

​

10.9%

​

​

​

10%

​

​

​

11.6%

​

​

​

11.7%

​

​

​

11.8%

​

​

​

11.8%

​

​

​

15.0%

​

​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​​

​

​

Free Cash Flow

​

​

$4.5B

​

​

10%

​

​

$4.3B

​

​

$4.6B

​

​

$4.8B

​

​

$5.7B

​

​

15.0%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Financial Total

​

​

105.0%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

⁽¹⁾

GOAL	2021 RESULTS ACHIEVED	GOAL WEIGHT	2022 GOAL MEASUREMENT					2022 RESULTS ACHIEVED	GOAL SCORE
			THRESHOLD			TARGET	MAXIMUM
FINANCIAL METRICS(1)
Adjusted Sales(2)	$43.61B	25%	$39.77B		$39.96B		$40.96B	$44.80B	37.5%
Adjusted Diluted EPS	$5.21	25%	$4.63		$4.70		$4.95	$5.34	37.5%
Adjusted ROA	15.9%	10%	13.7%		13.8%		14.3%	16.0%	15.0%
Free Cash Flow	$8.6B	10%	$6.3B		$6.6B		$6.9B	$7.8B	15.0%
STRATEGIC METRICS(3)
Diabetes Care Sales Growth		10%	88.8% of target		Target		111.7% of Target	Not Achieved	0.0%
EPD and Nutrition Sales Growth		10%	85.3% of Target		Target		114.7% of Target	Not Achieved	0.0%
HUMAN CAPITAL METRICS
Goal (10% weight): Meet talent, succession planning, and diversity targets.								Achieved	10.0%
								Total	115.0%

(1)

Adjusted Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items, such as intangible amortization expense and various other costs including expenses related to restructuring actions or business acquisitions. Adjusted Return on Assets (ROA) reflects earnings from continuing operations, excluding interest expense and specified items. Adjusted ROA also reflects total assets less current liabilities excluding short-term borrowings. Free Cash Flow equals Operating Cash Flow less acquisitions of property and equipment. (2) Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, must increase market share. ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ STRATEGIC METRICS(3)    ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Diabetes Care Sales Growth ​ ​ ​ 10% ​ ​ ​ 93.7% of Target ​ ​ ​ Target ​ ​ ​ 106.0% of Target ​ ​ ​ Below Threshold ​ ​ ​ 0.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Structural Heart Sales Growth ​   ​ 10% ​   ​ 83.6% of Target ​   ​ Target ​   ​ 109.3% of Target ​   ​ Below Threshold ​   ​ 0.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Core Diagnostics Sales Growth ​ ​ ​ 10% ​ ​ ​ 85.5% of Target ​ ​ ​ Target ​ ​ ​ 112.0% of Target ​ ​ ​ Below Threshold ​ ​ ​ 0.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ (3) Target not disclosed for competitive reasons. Diabetes Care, Structural Heart and Core Diagnostics Sales Growth exclude the impact of foreign exchange. ​ 42       (2) Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, market share must increase. ​ (3) ​ ​Target not disclosed for competitive reasons. Diabetes Care and EPD and Nutrition Sales Growth exclude the impact of foreign exchange. BASE SALARY   BONUS TARGET %   TOTAL GOAL SCORE   PRELIMINARY AWARD PAYOUT $1,500,000   ×   175%   ×   115.0%   =   $3,018,750 38 GivenTable of Contents Mr. Ford’s contributions to Abbott’s strong performance for the courseyear resulted in a total goal score of the pandemic, the strategic115.0% and preliminary award payout of $3,018,750. While financial performance exceeded goals set at the beginning of 2022, the Compensation Committee reduced Mr. Ford’s goal score by 30% as the goals did not fully reflect the significant fluctuations in February 2020 shifted immediately to focus on pandemic response. Our extraordinary response was focused on 3 specific goals, alldemand for COVID-19 diagnostic tests during the year, resulting in an adjusted goal score of which were overachieved.85% and a final award payout of $2,231,250. ​ STRATEGIC METRICS ​ ​ ​ 2020 RESULTS ​ ​ ​ GOAL SCORE ​ ​ Goal (10% weight): Develop COVID-19 related tests across Abbott's broad diagnostic portfolios. ​ ​ ​ Overachieved: Abbott developed 12 tests, half of which were approved for use during the first six months of 2020. ​ ​ ​ 15.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ��� Goal (10% weight): Expand manufacturing capacity for COVID-19 tests in both the U.S. and internationally. ​ ​ Overachieved: Authorized $639MM of spending to expand manufacturing at existing facilities and create two new facilities (in IL and ME). Sold 424MM COVID-19 tests during 2020, representing $3.9B in sales. ​ ​ 15.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Goal (10% weight): Ensure supply chain and business continuity for existing base business. ​ ​ ​ Overachieved: Through proactive and continuous communication with suppliers and vendors, Abbott experienced no disruptions to our supply chain. ​ ​ ​ 15.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Strategic Total ​ ​ 45.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Total (prior page) ​ ​ 105.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Goal Score ​ ​ 150.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BASE SALARY   BONUS TARGET %   ADJUSTED GOAL SCORE   FINAL AWARD PAYOUT $1,500,000   ×   175%   ×   85.0%   =   $2,231,250 BASE SALARY       BONUS TARGET %       TOTAL GOAL SCORE       AWARD PAYOUT  $1,400,000   x   175%   x   150%   =   $3,675,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 43 ​ ​ ​ ​ Long-Term Incentives Based on the Committee'sCommittee’s review of Abbott and individual performance through 2019,2021, Mr. Ford received an LTI award in February 20202022 with a value of $11,250,000,$17,400,000, which was 90%120% of the market value equity award for a CEO in Abbott'sAbbott’s peer group. This award was paid 50% in stock options(1)and 50% in performance restricted shares(2). LTI AWARD GUIDELINE   LTI ADJUSTMENT   AWARD ALLOCATION   AWARD VALUE $14,500,000   ×   120%   ×   50% Stock Options(1)   =   $8,700,000 50% Performance Restricted Shares(2) $8,700,000           Total   $17,400,000 INDIVIDUAL LTI PERFORMANCE ASSESSMENT METRIC 2019 2020 2021 OVERALL Sales and Market Growth Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Margin Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Strategic Financial Contribution Did Not Meet (-1) Exceeded (+1) Did Not Meet (-1) -1       Total +5 Preliminary Adjustment 125% Impact(3) - LTI Adjustment 120% LTI ADJUSTMENT LEGEND PRELIMINARY ADJUSTMENT IMPACT TOTAL RESULT IMPACT ON BUSINESS PRIORITIES SCORE RESULT +4 or More 125% High Impact ++ +25% or More +1 to +3 110% Medium/High Impact + Up to +25% 0 100% Medium Impact = 0% -1 or -2 90% Medium/Low Impact - Up to -25% -3 or Less 75% Low Impact -- -25% or More (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 14% Adjusted Return on Equity (ROE) performance target is achieved. (3) Individual LTI performance assessment was based upon Mr. Ford’s roles as Chief Operating Officer through March 31, 2020 and as President and Chief Executive Officer thereafter. 39 LTI AWARD GUIDELINE       LTI ADJUSTMENT       AWARD ALLOCATION       AWARD VALUE $12,500,000   x   90%   x   ​ 50% Stock Options(1)   =   $5,625,000 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         ​          50% Performance Restricted Shares(2)       $5,625,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 Total       $11,250,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     INDIVIDUAL LTI PERFORMANCE ASSESSMENT ​     METRIC   ​   2017   ​   2018   ​   2019   ​   OVERALL   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Sales and Market Growth Contribution   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   +3   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Margin Contribution       Met (0)       Exceeded (+1)       Exceeded (+1)       +2     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Strategic Financial Contribution   ​   Exceeded (+1)   ​   Met (0)   ​   Did not meet (-1)   ​   0   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Total       +5     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Preliminary Adjustment ​   125%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Impact(3)       -     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI Adjustment ​   90%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI ADJUSTMENT LEGEND   ​ ​     PRELIMINARY ADJUSTMENT   ​   IMPACT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​     TOTAL   ​   RESULT   ​   IMPACT ON BUSINESS PRIORITIES   ​   SCORE   ​   RESULT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +4 or More   ​   125%   ​   High Impact   ​   ++   ​   +25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +1 to +3       110%       Medium/High Impact       +       Up to +25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     0   ​   100%   ​   Medium Impact   ​   =   ​   0%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     -1 or -2       90%       Medium/Low Impact       -       Up to -25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     -3 or Less   ​   75%   ​   Low Impact   ​   --   ​   -25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved. (3) Individual LTI performance assessment was based upon Mr. Ford's role as President and Chief Operating Officer. The Committee adjusted the grant to reflect Mr. Ford's upcoming promotion to President and Chief Executive Officer. ​ 44       ​ Table of Contents ​ ROBERT E. FUNCK, JR Executive Vice President, Finance and Chief Financial Officer   ​   ​ ​ ​ Mr. Funck previously served as Senior Vice President, Finance and Controller. Mr. Funck was appointed to Executive Vice President, Finance and Chief Financial Officer effective March 1, 2020. Base Salary Mr. Funck'sFunck’s annual base salary was increased to $875,000 in January 2020 to $825,000 in connection with his promotion to Executive Vice President, Finance and Chief Financial Officer.March 2022 based on competitive market data among Abbott’s peers. Annual Incentive Plan Mr. Funck'sFunck’s target bonus of 115% was increased to 115% of base salarynot changed in 2020 in connection with his promotion to Executive Vice President, Finance and Chief Financial Officer.2022. Based on performance in 2020,2022, Mr. Funck received a bonus in February 20212023 which was calculated as follows:   ​ ​ ​ ​ ​ 2019 ​ ​ ​ ​ ​ ​ 2020 GOAL MEASUREMENT ​ ​ 2020 ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ GOAL   ​ RESULTS ACHIEVED   ​ GOAL WEIGHT   ​ THRESHOLD   ​ TARGET   ​ MAXIMUM   ​ RESULTS ACHIEVED   ​ GOAL SCORE     ​ FINANCIAL METRICS(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Sales(2) ​ ​ ​ $31.96B ​ ​ ​ 10% ​ ​ ​ $34.02B ​ ​ ​ $34.18B ​ ​ ​ $34.33B ​ ​ ​ $34.92B ​ ​ ​ 15.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Diluted EPS ​   ​ $3.24 ​   ​ 20% ​   ​ $3.55 ​   ​ $3.60 ​   ​ $3.65 ​   ​ $3.65 ​   ​ 30.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Free Cash Flow ​ ​ ​ $4.5B ​ ​ ​ 10% ​ ​ ​ $4.3B ​ ​ ​ $4.6B ​ ​ ​ $4.8B ​ ​ ​ $5.7B ​ ​ ​ 15.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Achieve Key Treasury and Tax Metrics(3) ​   ​ — ​   ​ 15% ​   ​ Target ​   ​ Target ​   ​ Target ​   ​ Achieved ​   ​ 15.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​      ​   ​   ​   ​   ​   ​   ​   ​   ​   ​ Financial Total ​   ​ 75.0% ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) GOAL 2021 RESULTS ACHIEVED GOAL WEIGHT 2022 GOAL MEASUREMENT 2022 RESULTS ACHIEVED GOAL SCORE THRESHOLD TARGET MAXIMUM FINANCIAL METRICS(1) Adjusted Sales(2) $43.61B 10% $39.77B $39.96B $40.96B $44.80B 15.0% Adjusted Diluted EPS $5.21 20% $4.63 $4.70 $4.95 $5.34 30.0% Free Cash Flow $8.6B 10% $6.3B $6.6B $6.9B $7.8B 15.0% STRATEGIC METRICS(3)               Goal (15% weight): Execute milestones related to data asset management Result: Mostly Achieved 12.5% Goal (10% weight): Develop and execute plans to manage currency and economic risks. Result: Achieved 10.0% Goal (10% weight): Complete licensing and acquisition opportunity assessments Result: Achieved 10.0% Goal (5% weight): Implement a global guided buying platform Result: Partially Achieved 2.5% Goal (5% weight): Implement key financial systems implementations within select countries Result: Achieved 5.0% HUMAN CAPITAL METRICS Goal (15% weight): Meet talent, succession planning, and diversity targets. Result: Achieved 15.0%              Total 115.0% (1) Adjusted Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items. Free Cash Flow equals Operating Cash Flow less acquisitions of property and equipment. (2) Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, must increase market share (3) Target not disclosed for competitive reasons. ​  (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, market share must increase. (3) ​Target not disclosed for competitive reasons. BASE SALARY   BONUS TARGET %   TOTAL GOAL SCORE   PRELIMINARY AWARD PAYOUT $875,000   ×   115%   ×   115.0%   =   $1,157,200 40 STRATEGIC METRICS    ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ Goal (10% weight): Execute integration milestones related to Cardiovascular Entity/Enterprise Resource Planning, global expense reporting and management, and site strategies. Result: Achieved ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goal (10% weight): Reduce operational risk associated with aging technology through specific application remediation, upgrading and replacing critical applications, and remediating unsupported infrastructure. Result: Mostly achieved ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ Goal (10% weight): Execute improvements to key financial processes, including financial planning, monthly close, capital expenditure, and Financial Policies and Procedures. Result: Mostly achieved ​ ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 45 Table of Contents ​ ​ ​ GivenMr. Funck’s contributions to Abbott’s strong performance for the courseyear resulted in a total goal score of the pandemic, the strategic115.0% and preliminary award payout of $1,157,200. While financial performance exceeded goals set at the beginning of 2022, the Compensation Committee reduced Mr. Funck’s goal score by 20% as the goals did not fully reflect the significant fluctuations in February 2020 shifted immediately to focus on pandemic response. Our extraordinary response was focused on 3 specific goals, alldemand for COVID-19 diagnostic tests during the year, resulting in an adjusted goal score of which were overachieved. ​ STRATEGIC METRICS ​ ​ ​ 2020 RESULTS ​ ​ ​ GOAL SCORE ​ ​ Goal (10% weight): Develop COVID-19 related tests across Abbott's broad diagnostic portfolios. ​ ​ ​ Overachieved: Abbott developed 12 tests, half of which were approved for use during the first six months of 2020. ​ ​ ​ 15.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goal (10% weight): Expand manufacturing capacity for COVID-19 tests in both the U.S. and internationally. ​ ​ Overachieved: Authorized $639MM of spending to expand manufacturing at existing facilities and create two new facilities (in IL and ME). Sold 424MM COVID-19 tests during 2020, representing $3.9B in sales. ​ ​ 15.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Goal (10% weight): Ensure supply chain and business continuity for existing base business. ​ ​ ​ Overachieved: Through proactive and continuous communication with suppliers and vendors, Abbott experienced no disruptions to our supply chain. ​ ​ ​ 15.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TALENT AND SUCCESSION METRICS ​ ​ ​ 2020 RESULTS ​ ​ ​ GOAL SCORE ​ ​ Goal (15% weight): Meet talent and succession planning targets. ​ ​ Achieved ​ ​ 15.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Strategic and Talent Total ​ ​ ​ 60.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ Financial Total (prior page) ​ ​ ​ 75.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ Total Goal Score ​ ​ ​ 135.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BASE SALARY       BONUS TARGET %       TOTAL GOAL SCORE       AWARD PAYOUT  $825,000   x   115%   x   135.0%   =   $1,280,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 46       ​ Table95% and a final award payout of Contents$956,000. ​ ​ ​ BASE SALARY   BONUS TARGET %   ADJUSTED GOAL SCORE   FINAL AWARD PAYOUT $875,000   ×   115%   ×   95.0%   =   $956,000 Long-Term Incentives Based on the Committee'sCommittee’s review of Abbott and individual performance through 20192021, Mr. Funck received an LTI award in February 20202022 with a value of $4,432,500,$6,745,000, which was equal to 112.5%125% of his LTIthe market value equity award guideline.for a CFO in Abbott’s peer group. Additional calculation details are as follows: LTI AWARD GUIDELINE   LTI ADJUSTMENT   AWARD ALLOCATION   AWARD VALUE $5,396,000   ×   125%   ×   50% Stock Options(1)   =   $3,372,500 50% Performance Restricted Shares(2) $3,372,500           Total   $6,745,000 INDIVIDUAL LTI PERFORMANCE ASSESSMENT METRIC 2019 2020 2021 OVERALL Sales and Market Growth Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Margin Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Strategic Financial Contribution Met (0) Exceeded (+1) Did Not Meet (-1) 0 Total +6 LTI Adjustment 125% LTI ADJUSTMENT LEGEND TOTAL RESULT +4 or More 125% +1 to +3 110% 0 100% -1 or -2 90% -3 or Less 75% (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 14% Adjusted Return on Equity (ROE) performance target is achieved. 41 LTI AWARD GUIDELINE       LTI ADJUSTMENT       AWARD ALLOCATION       AWARD VALUE $3,940,000   x   112.5%   x   ​ 50% Stock Options(1)   =   $2,216,250 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         ​          50% Performance Restricted Shares(2)       $2,216,250 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 Total       $4,432,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     INDIVIDUAL LTI PERFORMANCE ASSESSMENT ​     METRIC   ​   2017   ​   2018   ​   2019   ​   OVERALL   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Sales and Market Growth Contribution   ​   Met (0)   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   +2   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Margin Contribution       Exceeded (+1)       Exceeded (+1)       Exceeded (+1)       +3     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Strategic Financial Contribution   ​   Exceeded (+1)   ​   Met (0)   ​   Met (0)   ​   +1   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Total       +6     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Preliminary Adjustment ​   125%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Impact(3)       -     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI Adjustment ​   112.5%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI ADJUSTMENT LEGEND   ​ ​     PRELIMINARY ADJUSTMENT   ​   IMPACT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​     TOTAL   ​   RESULT   ​   IMPACT ON BUSINESS PRIORITIES   ​   SCORE   ​   RESULT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +4 or More   ​   125%   ​   High Impact   ​   ++   ​   +25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +1 to +3       110%       Medium/High Impact       +       Up to +25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     0   ​   100%   ​   Medium Impact   ​   =   ​   0%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     -1 or -2       90%       Medium/Low Impact       -       Up to -25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     -3 or Less   ​   75%   ​   Low Impact   ​   --   ​   -25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved. (3) Individual LTI performance assessment was based upon Mr. Funck's role as Controller. The Committee adjusted the grant to reflect Mr. Funck's upcoming promotion to Chief Financial Officer. ​ 47 ​ Table of Contents ​ HUBERT L. ALLEN Executive Vice President, General Counsel and Secretary   ​   ​ ​ ​ Base Salary Mr. Allen'sAllen’s annual base salary was increased to $760,000$830,000 in March 2020.2022 based on competitive market data among Abbott’s peers. Annual Incentive Plan Mr. Allen’s target bonus of 105% was not changed in 2022. Based on performance in 2020,2022, Mr. Allen received a bonus in February 20212023 which was calculated as follows: GOAL 2021 RESULTS ACHIEVED GOAL WEIGHT 2022 GOAL MEASUREMENT 2022 RESULTS ACHIEVED GOAL SCORE THRESHOLD TARGET MAXIMUM FINANCIAL METRICS(1) Adjusted Sales(2) $43.61B 10% $39.77B $39.96B $40.96B $44.80B 15.0% Adjusted Diluted EPS $5.21 20% $4.63 $4.70 $4.95 $5.34 30.0% Free Cash Flow $8.6B 10% $6.3B $6.6B $6.9B $7.8B 15.0% Other Financial Returns(3) Achieved 10% Target Target Target Achieved 10.0% STRATEGIC METRICS Goal (35% weight): Resolve certain key litigation matters and investigations. Result: Achieved 35.0% HUMAN CAPITAL METRICS Goal (15% weight): Meet talent, succession planning, and diversity targets. Result: Achieved 15.0%              Total 120.0% (1) Adjusted Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items. Free Cash Flow equals Operating Cash Flow less acquisitions of property and equipment. (2) Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, market share must increase. (3) Target not disclosed for competitive reasons. BASE SALARY   BONUS TARGET %   TOTAL GOAL SCORE   PRELIMINARY AWARD PAYOUT $830,000   ×   105%   ×   120.0%   =   $1,045,800 42   ​ ​ ​ ​ ​ 2019 ​ ​ ​ ​ ​ ​ 2020 GOAL MEASUREMENT ​ ​ 2020 ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ GOAL   ​ RESULTS ACHIEVED   ​ GOAL WEIGHT   ​ THRESHOLD   ​ TARGET   ​ MAXIMUM   ​ RESULTS ACHIEVED   ​ GOAL SCORE     ​ FINANCIAL METRICS(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Sales(2) ​ ​ ​ $31.96B ​ ​ ​ 10% ​ ​ ​ $34.02B ​ ​ ​ $34.18B ​ ​ ​ $34.33B ​ ​ ​ $34.92B ​ ​ ​ 15.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Diluted EPS ​   ​ $3.24 ​   ​ 15% ​   ​ $3.55 ​   ​ $3.60 ​   ​ $3.65 ​   ​ $3.65 ​   ​ 22.5% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Free Cash Flow ​ ​ ​ $4.5B ​ ​ ​ 10% ​ ​ ​ $4.3B ​ ​ ​ $4.6B ​ ​ ​ $4.8B ​ ​ ​ $5.7B ​ ​ ​ 15.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Other Financial Returns(3) ​   ​ — ​   ​ 10% ​   ​ Target ​   ​ Target ​   ​ Target ​   ​ Achieved ​   ​ 10.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ STRATEGIC METRICS    ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Goal (30% weight): Resolve certain key litigation matters and investigations. ​   ​     ​ Result: Achieved ​   ​ 30.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Goal (10% weight): Achieve intellectual property strategy initiatives across all Abbott divisions. ​ ​ ​ ​ ​   ​ Result: Achieved ​ ​ ​ 10.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ TALENT AND SUCCESSION METRICS    ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Goal (15% weight): Meet talent and succession planning targets. ​   ​     ​ Result: Mostly achieved ​   ​ 12.5% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​      ​   ​   ​   ​   ​   ​   ​   ​   ​   ​ Total ​   ​ 115.0% ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BASE SALARY       BONUS TARGET %       TOTAL GOAL SCORE       AWARD PAYOUT  $760,000   x   105%   x   115%   =   $917,700 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Adjusted Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items. Free Cash Flow equals Operating Cash Flow less acquisitions of property and equipment. (2) Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, must increase market share. (3) Target not disclosed for competitive reasons. ​ 48       Table of Contents ​ ​ ​ Mr. Allen’s contributions to Abbott’s strong performance for the year resulted in a total goal score of 120.0% and preliminary award payout of $1,045,800. While financial performance exceeded goals set at the beginning of 2022, the Compensation Committee reduced Mr. Allen’s goal score by 20% as the goals did not fully reflect the significant fluctuations in demand for COVID-19 diagnostic tests during the year, resulting in an adjusted goal score of 100% and a final award payout of $871,500. BASE SALARY   BONUS TARGET %   ADJUSTED GOAL SCORE   FINAL AWARD PAYOUT $830,000   ×   105%   ×   100.0%   =   $871,500 Long-Term Incentives Based on the Committee'sCommittee’s review of Abbott and individual performance through 20192021, Mr. Allen received an LTI award in February 20202022 with a value of $3,750,000,$4,793,750, which was equal to 125% of his LTI award guideline. Additional calculation details are as follows: LTI AWARD GUIDELINE   LTI ADJUSTMENT   AWARD ALLOCATION   AWARD VALUE $3,835,000   ×   125%   ×   50% Stock Options(1)   =   $2,396,875 50% Performance Restricted Shares(2) $2,396,875           Total   $4,793,750 INDIVIDUAL LTI PERFORMANCE ASSESSMENT METRIC 2019 2020 2021 OVERALL Sales and Market Growth Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Margin Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Strategic Financial Contribution Met (0) Met (0) Met (0) 0 Total +6 LTI Adjustment 125% LTI ADJUSTMENT LEGEND TOTAL RESULT +4 or More 125% +1 to +3 110% 0 100% -1 or -2 90% -3 or Less 75% (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 14% Adjusted Return on Equity (ROE) performance target is achieved. 43 LTI AWARD GUIDELINE       LTI ADJUSTMENT       AWARD ALLOCATION       AWARD VALUE $3,000,000   x   125%   x   ​ 50% Stock Options(1)   =   $1,875,000 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         ​          50% Performance Restricted Shares(2)       $1,875,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 Total       $3,750,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     INDIVIDUAL LTI PERFORMANCE ASSESSMENT ​ ​     METRIC   ​   2017   ​   2018   ​   2019   ​   OVERALL   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Sales and Market Growth Contribution   ​   Met (0)   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   +2   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Margin Contribution       Exceeded (+1)       Exceeded (+1)       Exceeded (+1)       +3     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Strategic Financial Contribution   ​   Exceeded (+1)   ​   Met (0)   ​   Met (0)   ​   +1   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​                             Total       +6     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     ​   ​   ​   ​   ​   ​   LTI Adjustment ​   125%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​  LTI ADJUSTMENT LEGEND ​  TOTAL   ​ RESULT ​ ​  ​  +4 or More   125% ​ ​  ​  +1 to +3   110% ​ ​ ​  0   100% ​ ​  ​  -1 or -2   90% ​ ​ ​  -3 or Less   75% ​ ​  ​ (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved. ​ 49 ​ Table of Contents ​ JOHN F. GINASCOL DANIEL G. SALVADORI Executive Vice President Core Diagnosticsand Group President, Established Pharmaceuticals and Nutritional Products   ​   ​ ​ ​ Base Salary Mr. Ginascol'sSalvadori’s annual base salary of $790,000 was increased to $710,000not changed in March 2020.2022. Annual Incentive Plan Mr. Salvadori’s target bonus of 115% was not changed in 2022. Based on performance in 2020,2022, Mr. GinascolSalvadori received a bonus in February 20212023 which was calculated as follows: GOAL 2021 RESULTS ACHIEVED GOAL WEIGHT 2022 GOAL MEASUREMENT 2022 RESULTS ACHIEVED GOAL SCORE THRESHOLD TARGET MAXIMUM FINANCIAL METRICS(1) Established Pharmaceuticals Adjusted Division Net Sales(2) $4.66B 10% $4.88B $4.97B $5.05B $5.04B 14.5% Nutrition Adjusted Division Net Sales(2) $8.14B 10% $8.62B $8.76B $8.90B $7.69B 0% Established Pharmaceuticals Adjusted Division Margin(3,4) — 10% Target Target 103.7% of Target 101.1% of Target 11.55% Nutrition Adjusted Division Margin(4) 102.6% of Target 10% Target Target 103.9% of Target Not Achieved 0% Established Pharmaceuticals Adjusted Division Gross Margin(4) — 5% 98.7% of Target Target 103.7% of Target Not Achieved 0% Nutrition Adjusted Division Gross Margin(4) 97.3% of Target 5% 98.6% of Target Target 104.1% of Target Not Achieved 0% Established Pharmaceuticals Market Share(4) — 5% Target Target Target Achieved 5.0% Nutrition Market Share(4) Mostly Achieved 5% Target Target Target Partially Achieved 2.5% Established Pharmaceuticals Adjusted Division Free Cash Flow(4) — 2.5% Target Target 102.4% of Target 105.8% of Target 3.75% Nutrition Adjusted Division Free Cash Flow(4) 108.4% of Target 2.5% Target Target 102.4% of Target Not Achieved 0% Established Pharmaceuticals Cash Conversion Cycle(4) — 2.5% 5 days over Target Target Target Achieved 2.5% Nutrition Cash Conversion Cycle(4)   2 days under Target 2.5% 5 days over Target Target Target Not Achieved 0% STRATEGIC METRICS Goal (20% weight): Complete commercialization milestones and implement key capital projects. Result: Mostly Achieved 17.5% HUMAN CAPITAL METRICS Goal (10% weight): Meet talent, succession planning, and diversity targets. Result: Mostly Achieved 8.8%             Total 66.1% 44   ​ ​ ​ ​ ​ 2019 ​ ​ ​ ​ ​ ​ 2020 GOAL MEASUREMENT ​ ​ 2020 ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ GOAL   ​ RESULTS ACHIEVED   ​ GOAL WEIGHT   ​ THRESHOLD   ​ TARGET   ​ MAXIMUM   ​ RESULTS ACHIEVED   ​ GOAL SCORE     ​ FINANCIAL METRICS(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Division Net Sales(2) ​ ​ ​ $4.8B ​ ​ ​ 20% ​ ​ ​ $4.97B ​ ​ ​ $5.03B ​ ​ ​ $5.08B ​ ​ ​ $4.52B ​ ​ ​ 0.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Division Margin(3) ​   ​ — ​   ​ 20% ​   ​ Target ​   ​ Target ​   ​ 101.7% of Target ​   ​ 72.5% of Target ​   ​ 0.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Adjusted Division Gross Margin(3) ​ ​ ​ — ​ ​ ​ 5% ​ ​ ​ 99.6% of Target ​ ​ ​ Target ​ ​ ​ 103.9% of Target ​ ​ ​ 91.1% of Target ​ ​ ​ 0.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Gross Margin Improvement(3) ​   ​ — ​   ​ 5% ​   ​ 90.0% of Target ​   ​ Target ​   ​ 110.0% of Target ​   ​ 105.7% of Target ​   ​ 6.5% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Market Share(3) ​ ​ ​ — ​ ​ ​ 10% ​ ​ ​ <Target ​ ​ ​ Target ​ ​ ​ Target ​ ​ ​ Partially Achieved ​ ​ ​ 6.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Division Free Cash Flow(3) ​   ​ — ​   ​ 5% ​   ​ Target ​   ​ Target ​   ​ 103.0% of Target ​   ​ 88.7% of Target ​   ​ 0.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Cash Conversion Cycle(3) ​ ​ ​ — ​ ​ ​ 5% ​ ​ ​ 5 days over target ​ ​ ​ Target ​ ​ ​ Target ​ ​ ​ 5 days over Target ​ ​ ​ 2.5% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ STRATEGIC METRICS    ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Goal (20% weight): Execute specified reliability improvements, product submissions and launches, network strategies, and achieve test of record and utilization targets. Result: Achieved. ​   ​ 20.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ TALENT AND SUCCESSION METRICS    ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​   ​ Goal (10% weight): Meet talent and succession planning targets. Result: Achieved. ​ ​ ​ 10.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​      ​   ​   ​   ​   ​   ​   ​   ​   ​   ​ Total ​   ​ 45.0% ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50       Table of Contents  (1) Adjusted Division Net Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Division Margin and Adjusted Division Gross Margin exclude the impact of foreign exchange on actual division margin and gross margin relative to the respective goal target. Adjusted Division Free Cash Flow reflects pre-tax operating cash flow less capital expenditures and excludes the impact of foreign exchange. (2) Set based on expected market growth. To achieve target payout, market share must increase. ​ (3) ​ ​ Mr. Ginascol and his business contributed significant resources and expertise, particularly in R&D and manufacturing, to assist the Rapid Diagnostics Infectious Disease Developed Market (IDDM) business as they developed and produced COVID-19 tests. Given the significant contributions to both businesses, the Committee determined Mr. Ginascol's payout based on the sales and margin of the two businesses combined.   ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 GOAL MEASUREMENT ​ ​ 2020 ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ GOAL   ​ GOAL WEIGHT   ​ THRESHOLD   ​ TARGET   ​ MAXIMUM   ​ RESULTS ACHIEVED   ​ GOAL SCORE     ​ Adjusted Division Net Sales Core + IDDM businesses(3) ​ ​ ​ 20% ​ ​ ​ 98.6% of Target ​ ​ ​ Target ​ ​ ​ 100.9% of Target ​ ​ ​ 129.7% of Target ​ ​ ​ 30.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Division Margin Core + IDDM businesses(3) ​   ​ 20% ​   ​ Target ​   ​ Target ​   ​ 101.8% of Target ​   ​ 163.6% of Target ​   ​ 30.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​      ​   ​   ​   ​   ​   ​   ​   ​ Sales and Margin Total ​ ​ ​ 60.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​   ​      ​   ​   ​   ​   ​   ​   ​   ​ Total (prior page) ​   ​ 45.0% ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​      ​   ​   ​   ​   ​   ​   ​   ​ Total Goal Score ​ ​ ​ 105.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ BASE SALARY       BONUS TARGET %       TOTAL GOAL SCORE       AWARD PAYOUT  $710,000   x   115%   x   105.0%   =   $857,300 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Adjusted Division Net Sales exclude the impact of foreign exchange on actual Core Diagnostics sales relative to the goal target. Adjusted Division Margin and Adjusted Division Gross Margin exclude the impact of foreign exchange on actual Core Diagnostics division margin and gross margin relative to the respective goal target. Adjusted Division Free Cash Flow reflects Core Diagnostics pre-tax operating cash flow less capital expenditures and excludes the impact of foreign exchange. (2) Set based on expected market growth in Core Diagnostics market. To achieve target, must gain market share. (3) Target not disclosed for competitive reasons. ​ 51 ​ Table of Contents The Compensation Committee adjusted Mr. Salvadori’s goal score by approximately 12% due to unexpected challenges in emerging markets affecting the Established Pharmaceuticals business. (4) ​ ​ ​Target not disclosed for competitive reasons. BASE SALARY   BONUS TARGET %   TOTAL GOAL SCORE   AWARD PAYOUT $790,000   ×   115%   ×   66.1%   =   $600,500 Long-Term Incentives Based on the Committee'sCommittee’s review of Abbott and individual performance through 20192021, Mr. GinascolSalvadori received an LTI award in February 20202022 with a value of $3,308,000,$5,625,000, which was equal to 100%125% of his LTI award guideline. Additional calculation details are as follows: LTI AWARD GUIDELINE   LTI ADJUSTMENT   AWARD ALLOCATION   AWARD VALUE $4,500,000   ×   125%   ×   50% Stock Options(1)   =   $2,812,500 50% Performance Restricted Shares(2) $2,812,500           Total   $5,625,000 INDIVIDUAL LTI PERFORMANCE ASSESSMENT METRIC 2019 2020 2021 OVERALL Sales and Market Growth Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Margin Contribution Exceeded (+1) Exceeded (+1) Exceeded (+1) +3 Strategic Financial Contribution Exceeded (+1) Did Not Meet (-1) Met (0) 0 Total +6 LTI Adjustment 125% LTI ADJUSTMENT LEGEND TOTAL RESULT +4 or More 125% +1 to +3 110% 0 100% -1 or -2 90% -3 or Less 75% (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 14% Adjusted Return on Equity (ROE) performance target is achieved. 45 LTI AWARD GUIDELINE       LTI ADJUSTMENT       AWARD ALLOCATION       AWARD VALUE $3,308,000   x   100%   x   ​ 50% Stock Options(1)   =   $1,654,000 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         ​          50% Performance Restricted Shares(2)       $1,654,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 Total       $3,308,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     INDIVIDUAL LTI PERFORMANCE ASSESSMENT ​ ​     METRIC   ​   2017   ​   2018   ​   2019   ​   OVERALL   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Sales and Market Growth Contribution   ​   Did Not Meet (-1)   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   +1   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Margin Contribution       Did Not Meet (-1)       Met (0)       Did Not Meet (-1)       -2     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Strategic Financial Contribution   ​   Exceeded (+1)   ​   Met (0)   ​   Did Not Meet (-1)   ​   0   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​                             Total       -1     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Preliminary Adjustment ​   90%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Impact       +     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI Adjustment ​   100%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI ADJUSTMENT LEGEND   ​ ​     PRELIMINARY ADJUSTMENT   ​   IMPACT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​     TOTAL   ​   RESULT   ​   IMPACT ON BUSINESS PRIORITIES   ​   SCORE   ​   RESULT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +4 or More   ​   125%   ​   High Impact   ​   ++   ​   +25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +1 to +3       110%       Medium/High Impact       +       Up to +25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     0   ​   100%   ​   Medium Impact   ​   =   ​   0%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     -1 or -2       90%       Medium/Low Impact       -       Up to -25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     -3 or Less   ​   75%   ​   Low Impact   ​   --   ​   -25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved. ​ 52       ​ Table of Contents ​ DANIEL G. SALVADORI ANDREA F. WAINER Executive Vice President, Nutritional ProductsRapid and Molecular Diagnostics   ​   ​ ​ ​ Base Salary Mr. Salvadori'sMs. Wainer’s annual base salary of $710,000 didwas not changechanged in 2020.2022. Annual Incentive Plan Ms. Wainer’s target bonus of 115% was not changed in 2022. Based on performance in 2020, Mr. Salvadori2022, Ms. Wainer received a bonus in February 20212023 which was calculated as follows: GOAL 2021 RESULTS ACHIEVED GOAL WEIGHT 2022 GOAL MEASUREMENT 2022 RESULTS ACHIEVED GOAL SCORE THRESHOLD TARGET MAXIMUM FINANCIAL METRICS(1) Adjusted Division Net Sales(2) $10.52B 20% $7.101B $7.217B $7.621B $12.05B 30.0% Adjusted Division Margin(3) 112.2% of Target 20% Target Target 110.1% of Target 196.9% of Target 30.0% Adjusted Division  Gross Margin(3) 101.3% of Target 10% 99.5% of Target Target 103.5% of Target 102.7% of Target 13.7% Market Share(3) Achieved 10% Target Target Target Achieved 10.0% Adjusted Division Free Cash Flow(3) 114.6% of Target 10% Target Target 101.5% of Target 181.6% of Target 15.0% STRATEGIC METRICS               Goal (20% weight): Complete the necessary innovation, development, and expansion metrics per approved plans. Result: Mostly Achieved 16.3% HUMAN CAPITAL METRICS Goal (10% weight): Meet talent, succession planning, and diversity targets. Result: Achieved 10.0%             Total 125.0% (1) Adjusted Division Net Sales exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Division Margin and Adjusted Division Gross Margin exclude the impact of foreign exchange on actual division margin and gross margin relative to the respective goal target. Adjusted Division Free Cash Flow reflects pre-tax operating cash flow less capital expenditures and excludes the impact of foreign exchange. (2) Set based on expected market growth. To achieve target payout, market share must increase. (3) Target not disclosed for competitive reasons. BASE SALARY   BONUS TARGET %   TOTAL GOAL SCORE   PRELIMINARY AWARD PAYOUT $710,000   ×   115%   ×   125.0%   =   $1,020,600 46   ​ ​ ​ ​ ​ 2019 ​ ​ ​ ​ ​ ​ 2020 GOAL MEASUREMENT ​ ​ 2020 ​ ​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ GOAL   ​ RESULTS ACHIEVED   ​ GOAL WEIGHT   ​ THRESHOLD   ​ TARGET   ​ MAXIMUM   ​ RESULTS ACHIEVED   ​ GOAL SCORE     ​ FINANCIAL METRICS(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Division Net Sales(2) ​ ​ ​ $7.47B ​ ​ ​ 20% ​ ​ ​ $7.54B ​ ​ ​ $7.63B ​ ​ ​ $7.74B ​ ​ ​ $7.68B ​ ​ ​ 24.2% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Division Margin(3) ​   ​ — ​   ​ 20% ​   ​ Target ​   ​ Target ​   ​ 103.2% of Target ​   ​ 101.3% of Target ​   ​ 24.2% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Adjusted Division Gross Margin(3) ​ ​ ​ — ​ ​ ​ 5% ​ ​ ​ 99.8% of Target ​ ​ ​ Target ​ ​ ​ 103.7% of Target ​ ​ ​ 100.0% of Target ​ ​ ​ 5.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Gross Margin Improvement(3) ​   ​ — ​   ​ 5% ​   ​ Target ​   ​ Target ​   ​ 110.0% of Target ​   ​ 100.0% of Target ​   ​ 5.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Market Share(3) ​ ​ ​ — ​ ​ ​ 10% ​ ​ ​ Target ​ ​ ​ Target ​ ​ ​ Target ​ ​ ​ At Target ​ ​ ​ 10.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Adjusted Division Free Cash Flow(3) ​   ​ — ​   ​ 5% ​   ​ Target ​   ​ Target ​   ​ 102.9% of Target ​   ​ 119.7% of Target ​   ​ 7.5% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Cash Conversion Cycle(3) ​ ​ ​ — ​ ​ ​ 5% ​ ​ ​ 5 days over Target ​ ​ ​ Target ​ ​ ​ Target ​ ​ ​ 1 day less than Target ​ ​ ​ 5.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ STRATEGIC METRICS    ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Goal (20% weight): Execute specified product launches, innovation sales, key country initiatives, ingredient supply strategy, and manufacturing capacity initiatives. ​   ​   ​     ​ Result: Achieved. ​   ​ 20.0% ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ TALENT AND SUCCESSION METRICS    ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​ Goal (10% weight): Meet talent and succession planning targets. ​ ​ ​ ​ ​ ​   ​ Result: Achieved. ​ ​ ​ 10.0% ​ ​ ​   ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​   ​      ​   ​   ​   ​   ​   ​   ​   ​   ​   ​ Total ​   ​ 110.9% ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ BASE SALARY       BONUS TARGET %       TOTAL GOAL SCORE       AWARD PAYOUT  $710,000   x   115%   x   110.9%   =   $905,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Adjusted Division Net Sales exclude the impact of foreign exchange on actual Nutrition sales relative to the goal target. Adjusted Division Margin and Adjusted Division Gross Margin exclude the impact of foreign exchange on actual Nutrition division margin and gross margin relative to the respective goal target. Adjusted Division Free Cash Flow reflects Nutrition's pre-tax operating cash flow less capital expenditures and excludes the impact of foreign exchange. (2) Set based on expected growth in nutrition market. To achieve target, must gain market share. (3) Target not disclosed for competitive reasons. ​ 53 Table of Contents ​ ​ ​  Ms. Wainer’s contributions to Abbott’s strong performance for the year resulted in a total goal score of 125.0% and preliminary award payout of $1,020,600. While financial performance exceeded goals set at the beginning of 2022, the Compensation Committee reduced Ms. Wainer’s goal score by 14.0% as the goals did not fully reflect the significant fluctuations in demand for COVID-19 diagnostic tests during the year, resulting in an adjusted goal score of 111.0% and award payout of $906,300. BASE SALARY   BONUS TARGET %   ADJUSTED GOAL SCORE   FINAL AWARD PAYOUT $710,000   ×   115%   ×   111.0%   =   $906,300 Long-Term Incentives Based on the Committee'sCommittee’s review of Abbott and individual performance through 20192021, Mr. SalvadoriMs. Wainer received an LTI award in February 20202022 with a value of $3,804,200,$4,461,600, which was equal to 115%110% of hisher LTI award guideline. Additional calculation details are as follows: LTI AWARD GUIDELINE   LTI ADJUSTMENT   AWARD ALLOCATION   AWARD VALUE $4,056,000   ×   110%   ×   50% Stock Options(1)   =   $2,230,800 50% Performance Restricted Shares(2) $2,230,800           Total   $4,461,600                 INDIVIDUAL LTI PERFORMANCE ASSESSMENT METRIC 2019 2020 2021 OVERALL Sales and Market Growth Contribution Did Not Meet (-1) Exceeded (+1) Exceeded (+1) +1 Margin Contribution Did Not Meet (-1) Exceeded (+1) Exceeded (+1) +1 Strategic Financial Contribution Did Not Meet (-1) Exceeded (+1) Did Not Meet (-1) -1 Total +1 LTI Adjustment 110% LTI ADJUSTMENT LEGEND TOTAL RESULT +4 or More 125% +1 to +3 110% 0 100% -1 or -2 90% -3 or Less 75% (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 14% Adjusted Return on Equity (ROE) performance target is achieved. 47 LTI AWARD GUIDELINE       LTI ADJUSTMENT       AWARD ALLOCATION       AWARD VALUE $3,308,000   x   115%   x   ​ 50% Stock Options(1)   =   $1,902,100 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         ​          50% Performance Restricted Shares(2)       $1,902,100 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 Total       $3,804,200 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     INDIVIDUAL LTI PERFORMANCE ASSESSMENT ​     METRIC   ​   2017   ​   2018   ​   2019   ​   OVERALL   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Sales and Market Growth Contribution   ​   Met (0)   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   +2   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Margin Contribution       Met (0)       Met (0)       Exceeded (+1)       +1     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Strategic Financial Contribution   ​   Met (0)   ​   Met (0)   ​   Exceeded (+1)   ​   +1   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​                             Total       +4     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     ​   ​   ​   ​   Preliminary Adjustment ​   125%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​                             Impact       -     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     ​   ​   ​   ​   ​   ​   LTI Adjustment ​   115%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI ADJUSTMENT LEGEND   ​ ​     PRELIMINARY ADJUSTMENT   ​   IMPACT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​     TOTAL   ​   RESULT   ​   IMPACT ON BUSINESS PRIORITIES   ​   SCORE   ​   RESULT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +4 or More   ​   125%   ​   High Impact   ​   ++   ​   +25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +1 to +3       110%       Medium/High Impact       +       Up to +25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     0   ​   100%   ​   Medium Impact   ​   =   ​   0%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     -1 or -2       90%       Medium/Low Impact       -       Up to -25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     -3 or Less   ​   75%   ​   Low Impact   ​   --   ​   -25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved. ​ 54       ​ Table of Contents ​ MILES D. WHITE Executive Chairman of the Board, and Director ​ ​ ​ ​ Mr. White previously served as Chairman and Chief Executive Officer. Mr. White stepped down as Chief Executive Officer on March 31, 2020. Base Salary Mr. White has an annual base salary of $1,900,000. Annual Incentive Plan Mr. White is eligible for a 2020 annual incentive plan payout for the 3 months he served as CEO. Based on Abbott and Mr. White's performance, the Committee awarded Mr. White a payout of 150% of his target. Long-term Incentives Based on the Committee's review of Abbott and individual performance through 2019, Mr. White received an LTI award in February 2020 with a value of $12,000,000, which was equal to 96% of his LTI award guideline. Additional calculation details are as follows: LTI AWARD GUIDELINE       LTI ADJUSTMENT       AWARD ALLOCATION       AWARD VALUE $12,500,000   x   96%   x   ​ 50% Stock Options(1)   =   $6,000,000 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         ​          50% Performance Restricted Shares(2)       $6,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 Total       $12,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     INDIVIDUAL LTI PERFORMANCE ASSESSMENT ​     METRIC   ​   2017   ​   2018   ​   2019   ​   OVERALL   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Sales and Market Growth Contribution   ​   Met (0)   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   +2   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     Margin Contribution       Exceeded (+1)       Exceeded (+1)       Exceeded (+1)       +3     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     Strategic Financial Contribution   ​   Exceeded (+1)   ​   Exceeded (+1)   ​   Met (0)   ​   +2   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​                             Total       +7     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     ​   ​   ​   ​   ​   Preliminary Adjustment ​   125%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​                             Impact(3)       -     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     ​   ​   ​   ​   ​   ​   LTI Adjustment ​   96%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​ 55 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     LTI ADJUSTMENT LEGEND   ​ ​     PRELIMINARY ADJUSTMENT   ​   IMPACT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​     TOTAL   ​   RESULT   ​   IMPACT ON BUSINESS PRIORITIES   ​   SCORE   ​   RESULT   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +4 or More   ​   125%   ​   High Impact   ​   ++   ​   +25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     +1 or +3       110%       Medium/High Impact       +       Up to +25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     0   ​   100%   ​   Medium Impact   ​   =   ​   0%   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​     -1 or -2       90%       Medium/Low Impact       -       Up to -25%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     -3 or Less   ​   75%   ​   Low Impact   ​   --   ​   -25% or More   ​ ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ ​  ​ (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved. (3) Individual LTI performance assessment was based upon Mr. White's role as Chairman and Chief Executive Officer. The Committee adjusted the grant to reflect Mr. White's upcoming transition to Executive Chairman. ​ 56       ​ ​ BRIAN B. YOOR Former Executive Vice President, Finance and Chief Financial Officer ​ ​ ​ ​ Mr. Yoor retired from Abbott on February 29, 2020. Base Salary Mr. Yoor had an annual base salary of $825,000. Long-Term Incentives Based on the Committee's review of Abbott and individual performance through 2019 and his upcoming retirement, Mr. Yoor received an LTI award in February 2020 with a value of $2,262,500. This award was paid 50% in stock options(1) and 50% in performance restricted shares(2) (1) Stock options realize value only through share price appreciation. (2) Performance restricted shares vest only if the 13% Adjusted Return on Equity (ROE) performance target is achieved. ​ 57 Table of Contents BENEFITS AND PERQUISITES Each of the benefits described below was designed to support the Company'sCompany’s objective of providing a competitive total pay program. Individual benefits do not directly affect decisions regarding other benefits or pay components, except to the extent that benefits and pay components must, in aggregate, be competitive. BENEFITS AND PERQUISITES DESCRIPTION ​ Retirement Benefits The named officers participate in Abbott-sponsored defined benefit plans: the Abbott Laboratories Annuity Retirement Plan and the Abbott Laboratories Supplemental Pension Plan. These plans are described in greater detail in the "Pension Benefits"“Pension Benefits” section of the proxy.     Since officers'officers’ Supplemental Pension Plan benefits cannot be secured in a manner similar to qualified plans, which are held in trust, officers receive an annual cash payment equal to the increase in present value of their Supplemental Pension Plan benefit. Officers have the option of depositing these annual payments to an individually established grantor trust, net of tax withholdings. Deposited amounts may be credited with the difference between the officers'officers’ actual annual trust earnings and the rate used to calculate trust funding (currently 8%) while they are employed. Amounts deposited in the individual trusts are not tax deferred.     Officers do not receive tax gross-upsgross ups on their grantor trusts. The manner in which the grantor trust will be distributed to an officer upon retirement from the Company generally follows the manner elected by the officer under the Annuity Retirement Plan. Should an officer (or the officer'sofficer’s spouse, depending upon the pension distribution method elected by the officer under the Annuity Retirement Plan) live beyond the actuarial life expectancy age used to determine the Supplemental Pension Plan benefit and, therefore, exhaust the trust balance, the Supplemental Pension Plan benefit will be paid by the Company. ​ ​ ​ ​ ​ ​ ​ Deferred Compensation Officers of the Company, like all U.S. employees, are eligible to defer a portion of annual base salary and bonus (in certain cases), on a pre-tax basis, to the Company'sCompany’s qualified 401(k) plan, up to the IRS contribution limits. Officers are also eligible to defer up to 18% of their base salary, less contributions to the 401(k) plan, to a non-qualified plan. Unlike other U.S. managers, officers are not eligible to elect to defer compensation into the Deferred Compensation Plan. However, up to one hundred percent (100%) of annual incentive awards earned under the Company'sCompany’s Performance Incentive Plan is eligible for deferral to a non-qualified plan. Officers may defer these amounts to unfunded book accounts or choose to have the amounts paid in cash on a current basis and deposited into individually established grantor trusts, net of tax withholdings. These amounts are credited annually with earnings. Officers do not receive tax gross-upsgross ups on their grantor trusts. Officers elect the manner in which the assets held in their grantor trusts will be distributed to them upon retirement or other separation from the Company. ​ ​ ​ ​ ​ ​ ​ 48 ​ 58       Table of Contents BENEFITS AND PERQUISITES DESCRIPTION ​ Change in Control Arrangements Mr. White does not have an Abbott change in control agreement. The otherAll named officers have Abbott change in control agreements, the purpose of which is to aid in retention and recruitment, encourage continued attention and dedication to assigned duties during periods involving a possible change in control of the Company, and protect the earned benefits of the officer against adverse changes resulting from a change in control. The level of payments provided under the agreements is established to be consistent with market practices as confirmed by data provided to the Committee by its independent compensation consultant. These arrangements are described in greater detail in the "Potential“Potential Payments Upon Termination or Change in Control"Control” section of this proxy. ​ ​ ​ ​ ​ ​ ​ Financial Planning Named officers are eligible to receive up to $10,000 of fees annually associated with estate planning advice, tax preparation, and general financial planning. If an officer chooses to utilize this benefit, fees for services received up to the annual allocation are paid by the Company and are treated as imputed income to the officer, who then is responsible for payment of all taxes due on the fees paid by the Company. ​ ​ ​ ​ ​ ​ ​ Company Automobile Named officers are eligible for use of a Company-leased vehicle, with a lease term of 50 months. Seventy-five percent (75%) of the cost of the vehicle is imputed to the officer as income for federal income tax purposes. ​ ​ ​ ​ ​ ​ ​ Company Aircraft Non-business-related flights on corporate aircraft by Messrs.Mr. Ford and White are covered by a time-sharing lease agreements,agreement, pursuant to which incremental costs associated with those flights are reimbursed by the executive to the Company in accordance with Federal Aviation Administration regulations. ​ ​ ​ ​ ​ ​ ​ Disability Benefit In addition to Abbott'sAbbott’s standard disability benefits, the U.S. named officers are eligible for a monthly long-term disability benefit, which is described in greater detail in the "Potential“Potential Payments Upon Termination or Change in Control"Control” section of this proxy. ​ ​ ​ ​ ​ ​ ​ SHARE OWNERSHIP AND RETENTION GUIDELINES To further promote sustained shareholder returns and to ensure the Company'sCompany’s executives remain focused on both short- and long-term objectives, the Company has established share ownership guidelines. Each officer has five years from the date appointed/elected to his/her position to achieve the ownership level associated with the position. ROLE GUIDELINE Chief Executive Officer ROLE ​ GUIDELINE ​ Executive Chairman ​ 6 times base salary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chief Executive Officer 6 times base salary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   Executive Vice Presidents ​ 3 times base salary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Vice Presidents 3 times base salary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   All other officers ​ 2 times base salary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Any officer who has not achieved at least 50% of the share ownership guideline after three years in their current position will be required to hold 50% of future equity awards until they meet the ownership guideline. All named officers with 5 years tenure in their current position meet or exceed the guidelines. ​ 49 59 ​ Table of Contents HEDGING Directors and officers are prohibited from entering into or engaging in any financial transaction that is designed to reduce the financial risk associated with owning Abbott shares. These financial transactions include, but are not limited to, engaging in short sales, derivative transactions (such as equity swaps, straddles, puts, or calls), and hedging or monetizing transactions (such as collars, exchange funds, or prepaid forward variable contracts) that are linked directly to Abbott stock. PLEDGING Directors and officers are prohibited from holding Abbott stock in a margin account, pledging Abbott stock, or otherwise securing any of their obligations by assigning Abbott stock as collateral. The Compensation Committee, or its delegate, may grant an exception provided that: • The director or officer meets Abbott's applicable minimum stock ownership guideline; and • Only Abbott stock in excess of the applicable minimum stock ownership guideline is held in the margin account, pledged, or assigned as collateral. ● The director or officer meets Abbott’s applicable minimum stock ownership guideline; and ● Only Abbott stock in excess of the applicable minimum stock ownership guideline is held in the margin account, pledged, or assigned as collateral. RECOUPMENT POLICY The Compensation Committee has broad discretion to administer and implement the Company'sCompany’s policy and seek recoupment of equity or cash incentive awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that causes significant financial harm to Abbott. The Compensation Committee may recover incentive compensation awarded to a senior executive in the prior three years or reduce future awards. The policy will not affect awards made prior to its effective date or following a change in control. COMPLIANCE The Committee considers the deductibility of executive compensation in making its compensation decisions, but believes that shareholder interests are best served by not restricting the Committee'sCommittee’s discretion and flexibility in crafting compensation programs, even if such programs may result in certain non-deductible compensation expenses. Accordingly, Abbott may provide compensation that is not deductible. COMPENSATION COMMITTEE REPORT The Compensation Committee of the Board is primarily responsible for reviewing, approving, and overseeing Abbott'sAbbott’s compensation plans and practices, and works with management and the Committee'sCommittee’s independent consultant to establish Abbott'sAbbott’s executive compensation philosophy and programs. The Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. Compensation Committee R. S. Austin, D. J. Starks, Chair M. A. Kumbier E. M. Liddy P. N. Novakovic McKinstry W. A. Osborn M. F. Roman ​ 50 60       ​ Table of Contents COMPENSATION RISK ASSESSMENT During 2020,2022, Abbott conducted its annual risk assessment of its compensation policies and plan design practices for employees and executives. Abbott'sAbbott’s risk assessment is reinforced by Abbott'sAbbott’s adherence to a number of industry-leading best practices, including: • Compensation Committee chaired by independent, non-employee director • Representation from the Audit Committee on the Compensation Committee • Review of executive compensation programs by the Compensation Committee's independent consultant • Robust review of compensation program design elements and key performance drivers • Detailed measurement of short- and long-term compensation elements, and related performance metrics and requirements, to ensure balance • Review of Abbott's historical performance, peer performance and Board-approved strategic plan and related financial goals to determine appropriate incentive plan goals • Incorporation of multiple program requirements that mitigate excessive risk-taking (e.g., recoupment policy, stock ownership and share retention guidelines, caps on incentive payouts) ● Compensation Committee chaired by independent, non-employee director ● Representation from the Audit Committee on the Compensation Committee ● Review of executive compensation programs by the Compensation Committee’s independent consultant ● Robust review of compensation program design elements and key performance drivers ● Detailed measurement of short- and long-term compensation elements, and related performance metrics and requirements, to ensure balance ● Review of Abbott’s historical performance, peer performance and Board-approved strategic plan and related financial goals to determine appropriate incentive plan goals ● Incorporation of multiple program requirements that mitigate excessive risk taking (e.g., recoupment policy, stock ownership and share retention guidelines, caps on incentive payouts) Based on this assessment, Abbott determined its compensation and benefit programs appropriately align employees'employees’ compensation and performance without incentivizing risky behaviors. Any riskAbbott concluded that risks arising from its compensation policies and practices isare not reasonably likely to have a material adverse effect on Abbott or its shareholders. The following factors were among those considered: • Regular training on code of business conduct and policies and procedures is mandatory for all employees. • Compensation structure encourages employees to regard Abbott as a career employer, to consider the long-term impact of their decisions, and to align their interests with those of Abbott's shareholders (e.g., equity awards that vest over multi-year periods, defined benefit pension plan, and other retirement plans). • Annual benchmarking ensures performance achievement and incentive payout opportunities that are aligned with a peer group that reflects the size, investment profile, operating characteristics, and employment and business markets of Abbott. Appropriateness of this group is assessed annually by the Compensation Committee's independent consultant and reviewed and approved by the Compensation Committee. Our selection criteria and peer companies are reported each year to our shareholders. • Abbott's annual incentive plan places an appropriate weighting on earnings achievement by balancing it with other factors, including key operational and strategic measures, disclosed to shareholders. Since earnings are a key component of stock price performance, this aspect of Abbott's compensation plan promotes alignment with shareholder interests without creating duplication across incentive plans. • Abbott's long-term incentive plan focuses on longer-term operating performance and shareholder returns and awards 50% options and 50% performance based restricted stock. In 2020, roughly two-thirds of named officer total compensation was in the form of long-term equity incentives that can be earned or vest over multiple years. • Equity awards are made, and grant prices are set at the same time each year, at the Compensation Committee's regularly scheduled meeting. In addition, Abbott does not reprice or backdate stock options, award discounted stock options, or immediately vest stock options or restricted stock. The equity awards are based on multiple performance factors. Both executive and Director share ownership guidelines and share retention requirements promote alignment with shareholders. • Abbott's compensation program does not include features that could encourage excessive risk taking, such as over-weighting toward annual incentives, highly leveraged payout curves, uncapped incentive award payments, unreasonable thresholds, or steep payout cliffs at certain levels that may encourage short-term business decisions to meet payout criteria. • Abbott's recoupment policy allows the Compensation Committee to seek recoupment of incentive compensation, forfeit existing awards or reduce future awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that caused significant financial harm to Abbott. ​ ● Regular training on code of business conduct and policies and procedures is mandatory for all employees. ● Compensation structure encourages employees to regard Abbott as a career employer, to consider the long-term impact of their decisions, and to align their interests with those of Abbott’s shareholders (e.g., equity awards that vest over multi-year periods, ten-year term on stock options, and retirement plans). ● Annual benchmarking ensures performance achievement and incentive payout opportunities that are aligned with a peer group that reflects the size, investment profile, operating characteristics, and employment and business markets of Abbott. Appropriateness of this group is assessed annually by the Compensation Committee’s independent consultant and reviewed and approved by the Compensation Committee. Our selection criteria and peer companies are reported each year to our shareholders and have received favorable reviews. ● Abbott’s annual incentive plan places an appropriate weighting on earnings achievement by balancing it with other factors, including key operational and strategic measures, disclosed to shareholders. Since earnings are a key component of stock price performance, this aspect of Abbott’s compensation plan promotes alignment with shareholder interests without creating duplication across incentive plans. ● Abbott’s long term incentive plan focuses on longer-term operating performance and shareholder returns and awards 50% stock options and 50% performance based restricted stock. In 2022, roughly three-quarters of named officer total compensation was in the form of long-term equity incentives that can be earned or vest over multiple years. ● Equity awards are made, and grant prices are set at the same time each year, at the Compensation Committee’s regularly scheduled meeting. In addition, Abbott does not reprice or backdate stock options, award discounted stock options, or immediately vest stock options or restricted stock. Equity awards are based on multiple performance factors and are set at competitive market levels, adjusted by Abbott’s long-term performance vs. our Board-approved peer group. Both executive and Director share ownership guidelines and share retention requirements promote alignment with shareholders. 51 61 Table of Contents • Abbott's hedging policy prohibits directors and officers from entering into financial transactions designed to reduce the financial risk associated with owning Abbott shares. • Abbott's pledging policy prohibits directors and officers from holding Abbott shares in a margin account, pledging Abbott shares, or securing obligations by assigning Abbott shares as collateral unless granted an exception by the Compensation Committee. ● Abbott’s compensation program does not include features that could encourage excessive risk taking, such as over-weighting toward annual incentives, highly leveraged payout curves, uncapped incentive award payments, unreasonable thresholds, or steep payout cliffs at certain levels that may encourage short-term business decisions to meet payout criteria. ● Abbott’s recoupment policy allows the Compensation Committee to seek recoupment of incentive compensation, forfeit existing awards or reduce future awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that caused significant financial harm to Abbott. ● Abbott’s hedging policy prohibits directors and officers from entering into financial transactions designed to reduce the financial risk associated with owning Abbott shares. ● Abbott’s pledging policy prohibits directors and officers from holding Abbott shares in a margin account, pledging Abbott shares, or securing obligations by assigning Abbott shares as collateral unless granted an exception by the Compensation Committee. This assessment was discussed with the Compensation Committee and its independent compensation consultant. The Committee and the consultant both agreed with the assessment. ​ 52 62       ​ Table of Contents SUMMARY COMPENSATION TABLE The following table summarizes compensation awarded to, earned by, or paid to the named officers. The section of the proxy statement captioned, "Compensation“Compensation Discussion and Analysis—Basis for Compensation Decisions"Decisions” describes in greater detail the information reported in this table.   ​ Name and Principal Position Year ​ Salary ​ Stock Awards(2) ​ Option Awards(3) ​ Non-Equity Incentive Plan Compensation(4) ​ Change in Pension Value and Non-qualified Deferred Compensation Earnings(5) ​ All Other Compensation(6) ​ SEC Total ​ Total Without Change in Pension Value ($)(7) ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ Robert B. Ford, ​ 2020 ​ $ 1,298,462 ​ $ 5,623,995 ​ $ 5,624,993 ​ ​ $ 3,675,000 ​ ​ $ 4,150,264 ​ ​ $ 77,872 ​ ​ $ 20,450,586 ​ $ 16,549,550 ​     ​ President and Chief Executive ​ 2019 ​ 1,000,000 ​ 3,475,992 ​ 3,476,054 ​ ​ 1,562,500 ​ ​ 2,311,499 ​ ​ 71,841 ​ ​ 11,897,886 ​ 9,777,514 ​     ​ Officer, and Director ​ 2018 ​ 784,250 ​ 2,691,621 ​ 2,691,897 ​ ​ 1,297,500 ​ ​ 382,771 ​ ​ 279,213 ​ ​ 8,127,252 ​ 7,821,493 ​     ​   ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​   ​ ​ Robert E. Funck, Jr., ​ 2020 ​ 813,462 ​ 2,215,867 ​ 2,216,247 ​ ​ 1,280,800 ​ ​ 3,100,265 ​ ​ 173,568 ​ ​ 9,800,209 ​ 7,069,425 ​   ​ ​ Executive Vice President, Finance ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​   ​ ​ and Chief Financial Officer ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​     ​   ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​     ​ Hubert L. Allen, ​ 2020 ​ 751,346 ​ 1,874,607 ​ 1,874,988 ​ ​ 917,700 ​ ​ 2,904,940 ​ ​ 154,596 ​ ​ 8,478,177 ​ 5,919,894 ​     ​ Executive Vice President, ​ 2019 ​ 710,000 ​ 2,199,962 ​ 2,199,990 ​ ​ 879,700 ​ ​ 1,429,523 ​ ​ 66,905 ​ ​ 7,486,080 ​ 6,386,933 ​     ​ General Counsel and Secretary ​ 2018 ​ 706,709 ​ 2,691,621 ​ 2,691,897 ​ ​ 902,000 ​ ​ 205,233 ​ ​ 120,316 ​ ​ 7,317,776 ​ 7,278,480 ​     ​   ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​   ​ ​ John F. Ginascol, ​ 2020 ​ 708,269 ​ 1,653,678 ​ 1,653,987 ​ ​ 857,300 ​ ​ 1,781,066 ​ ​ 112,729 ​ ​ 6,767,029 ​ 5,208,537 ​   ​ ​ Executive Vice President, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ Core Diagnostics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     ​   ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​     ​ Daniel G. Salvadori, ​ 2020 ​ 710,000 ​ 1,901,708 ​ 1,902,099 ​ ​ 905,500 ​ ​ 477,011 ​ ​ 79,421 ​ ​ 5,975,739 ​ 5,518,569 ​     ​ Executive Vice President, ​ 2019 ​ 704,923 ​ 2,351,989 ​ 2,351,986 ​ ​ 903,400 ​ ​ 395,710 ​ ​ 59,806 ​ ​ 6,767,814 ​ 6,388,821 ​     ​ Nutritional Products ​ 2018 ​ 675,038 ​ 1,993,798 ​ 1,993,992 ​ ​ 803,200 ​ ​ 53,668 ​ ​ 434,514 ​ ​ 5,954,210 ​ 5,907,979 ​     ​   ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​   ​ ​ Miles D. White, ​ 2020 ​ 1,900,000 ​ 5,998,934 ​ 5,999,997 ​ ​ 1,250,000 ​ ​ 3,415,343 ​ ​ 1,264,110 ​ ​ 19,828,384 ​ 18,799,774 ​   ​ ​ Executive Chairman of the Board ​ 2019 ​ 1,900,000 ​ 7,562,448 ​ 7,562,499 ​ ​ 4,405,625 ​ ​ 5,707,836 ​ ​ 664,409 ​ ​ 27,802,817 ​ 24,675,423 ​   ​ ​   ​ 2018 ​ 1,900,000 ​ 7,499,367 ​ 7,499,996 ​ ​ 4,779,688 ​ ​ 1,381,845 ​ ​ 1,193,342 ​ ​ 24,254,238 ​ 24,254,238 ​     ​   ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​     ​ Brian B. Yoor,(1) ​ 2020 ​ 207,837 ​ 1,231,027 ​ 1,231,237 ​ ​ 0 ​ ​ 781,114 ​ ​ 38,264 ​ ​ 3,489,479 ​ 2,839,222 ​     ​ Former Executive Vice President, ​ 2019 ​ 825,000 ​ 2,449,976 ​ 2,449,987 ​ ​ 1,113,800 ​ ​ 2,105,604 ​ ​ 71,331 ​ ​ 9,015,698 ​ 7,031,097 ​     ​ Finance and Chief Financial Officer ​ 2018 ​ 796,057 ​ 2,691,621 ​ 2,691,897 ​ ​ 974,600 ​ ​ 385,178 ​ ​ 73,483 ​ ​ 7,612,836 ​ 7,280,548 ​     ​   ​   ​   ​   ​   ​ ​   ​ ​   ​ ​   ​ ​   ​   ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Mr. Yoor retired on February 29, 2020. (2) In accordance with the Securities and Exchange Commission's rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. Abbott determines grant date fair value by multiplying the number of shares granted by the average of the high and low market prices of an Abbott common share on the award's date of grant. (3) In accordance with the Securities and Exchange Commission's rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. These amounts were determined as of the option's grant date using a Black-Scholes stock option valuation model. These amounts are being reported solely for the purpose of comparative disclosure in accordance with the Securities and Exchange Commission's rules. There is no certainty that the amount determined using a Black-Scholes stock option valuation model would be the value at which employee stock options would be traded for cash. The assumptions are the same as those described in Note 9, entitled "Incentive Stock Program" of Abbott's Notes to Consolidated Financial Statements included under Item 8, "Financial Statements and Supplementary Data" in Abbott's 2020 Annual Report on Securities and Exchange Commission Form 10-K. (4) This compensation is earned as a performance-based incentive bonus, pursuant to the 1998 Abbott Laboratories Performance Incentive Plan. Additional information regarding the Performance Incentive Plan can be found in the section of this proxy statement captioned, "Compensation Discussion and Analysis—Basis for Compensation Decisions." (5) The plan amounts shown below are reported in this column. For Messrs. Ford, Allen, Salvadori, White, and Yoor, the amounts shown alongside the officer's name are for 2020, 2019, and 2018, respectively. For Messrs. Funck, Jr. and Ginascol, the amounts shown are for 2020. ​ 63 Table of Contents Name and Principal Position   Year    Salary    Stock Awards(1)    Option Awards(2)    Non-Equity Incentive Plan Compensation(3)    Change in Pension Value and Non-qualified Deferred Compensation Earnings(4)    All Other Compensation(5)    Total Robert B. Ford, Chairman of the Board and Chief Executive Officer   2022   $1,500,000   $8,699,609   $8,699,985   $2,231,250   $     269,586   $321,722   $21,722,152   2021   1,482,692   8,689,294   8,689,978   3,168,400   2,755,343   129,179   24,914,886   2020   1,298,462   5,623,995   5,624,993   3,675,000   4,150,264   77,872   20,450,586 Robert E. Funck, Jr., Executive Vice President, Finance and Chief Financial Officer   2022   866,154   3,372,286   3,372,494   956,000   236,568   341,718   9,145,220   2021   825,000   2,999,666   2,999,977   1,048,400   1,507,073   159,193   9,539,309   2020   813,462   2,215,867   2,216,247   1,280,800   3,100,265   173,568   9,800,209 Hubert L. Allen, Executive Vice President, General Counsel and Secretary   2022   817,615   2,396,766   2,396,850   871,500   214,873   322,031   7,019,635   2021   760,000   2,115,332   2,115,612   921,700   768,954   172,158   6,853,756   2020   751,346   1,874,607   1,874,988   917,700   2,904,940   154,596   8,478,177 Daniel G. Salvadori, Executive Vice President and Group President, Established Pharmaceuticals and Nutritional Products   2022   790,000   2,812,276   2,812,489   600,500   45,607   96,812   7,157,684   2021   715,539   2,388,446   2,388,734   925,700   251,604   72,276   6,742,299   2020   710,000   1,901,708   1,902,099   905,500   477,011   79,421   5,975,739 Andrea F. Wainer, Executive Vice President, Rapid and Molecular Diagnostics   2022   710,000   2,230,633   2,230,786   906,300   74,737   134,662   6,287,118   2021   699,616   2,388,446   2,388,734   931,600   772,906   69,112   7,250,414 (1) In accordance with the Securities and Exchange Commission (SEC) rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. Abbott determines grant date fair value by multiplying the number of shares granted by the average of the high and low market prices of an Abbott common share on the award’s date of grant. (2) In accordance with SEC rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. These amounts were determined as of the option’s grant date using a Black-Scholes stock option valuation model. These amounts are being reported solely for the purpose of comparative disclosure in accordance with 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 assumptions are the same as those described in Note 8, entitled “Incentive Stock Program” of Abbott’s Notes to Consolidated Financial Statements included under Item 8, “Financial Statements and Supplementary Data” in Abbott’s 2022 Annual Report on SEC Form 10-K. (3) This compensation is earned as a performance-based incentive bonus, pursuant to the 1998 Abbott Laboratories Performance Incentive Plan. Additional information regarding the Performance Incentive Plan can be found in the section of this proxy statement captioned, “Compensation Discussion and Analysis—Basis for Compensation Decisions.” (4) The plan amounts shown below are reported in this column. For Messrs. Ford, Funck, Jr., Allen, and Salvadori, the amounts shown alongside the officer’s name are for 2022, 2021, and 2020, respectively. For Ms. Wainer, the amounts shown are for 2022 and 2021, respectively. Abbott Laboratories Annuity Retirement Plan R. B. Ford: $142,819($220,128) / $176,268$22,149 / ($37,501);$142,819; R. E. Funck, Jr.: ($185,077) / $89,455 / $256,555; H. L. Allen: $184,384($88,718) / $117,142$47,024 / ($2,013); J. F. Ginascol: $142,322;$184,384; D. G. Salvadori: $45,483($53,150) / $41,282$19,272 / $3,413; M. D. White: $34,629$45,483; and A. F. Wainer: ($129,269) / $180,690 / ($87,156); and B. B. Yoor: $94,394 / $188,095 / ($30,841).$34,273. 53 Table of Contents Abbott Laboratories Supplemental Pension Plan R. B. Ford: $3,758,217($2,544,153) / $1,944,104$2,407,646 / $343,260;$3,758,217; R. E. Funck, Jr.: ($962,130) / $1,076,437 / $2,474,229; H. L. Allen: $2,373,899($770,934) / $982,005$411,140 / $41,309; J. F. Ginascol: $1,416,170;$2,373,899; D. G. Salvadori: $411,687($442,633) / $337,711$189,104 / $42,818; M. D. White: $993,981$411,687; and A. F. Wainer: ($107,714) / $2,946,704 / ($3,700,892); and B. B. Yoor: $555,863 / $1,796,506 / $363,129. $651,546. Non-Qualified Defined Contribution Plan Earnings The totals in this column include reportable interest credited under the 1998 Abbott Laboratories Performance Incentive Plan, the Abbott Laboratories 401(k) Supplemental Plan, and the 1986 Abbott Laboratories Management Incentive Plan (although none of the named officers currently receives awards under this plan). R. B. Ford: $249,228$269,586 / $191,127$325,548 / $77,012;$249,228; R. E. Funck, Jr.: $236,568 / $341,181 / $369,481; H. L. Allen: $346,657$214,873 / $330,376$310,790 / $165,937; J. F. Ginascol: $222,574;$346,657; D. G. Salvadori: $19,841$45,607 / $16,717$43,228 / $7,437; M. D. White: $2,386,733$19,841; and A. F. Wainer: $74,737 / $2,580,442 / $1,381,845; and B. B. Yoor: $130,857 / $121,003 / $52,890. $87,087. (6)(5) The amounts shown below are reported in this column. For Messrs. Ford, Funck, Jr., Allen, Salvadori, White, and Yoor,Salvadori, the amounts shown alongside the officer'sofficer’s name are for 2020, 2019,2022, 2021, and 2018,2020, respectively. For Messrs. Funck, Jr. and Ginascol,Ms. Wainer, the amounts shown are for 2020. 2022 and 2021. Earnings on Non-Qualified Defined Contribution Plans (net of the reportable interest included in footnote 5)4). R. B. Ford: $8,116$240,102 / $0$8,148 / $6,125;$8,116; R. E. Funck, Jr.: $268,399 / $86,107 / $106,106; H. L. Allen: $81,695$246,845 / $896$95,227 / $52,571; J. F. Ginascol: $47,348;$81,695; D. G. Salvadori: $1,701$24,607 / $0$3,566 / $1,004; M. D. White: $926,052$1,701; and A. F. Wainer: $60,274 / $105,715 / $638,710; and B. B. Yoor: $26,090 / $0 / $3,237. $2,162. Each of the named officers'officers’ awards under the 1998 Abbott Laboratories Performance Incentive Plan is paid in cash to the officer on a current basis. Each of the named officers havehas a grantor truststrust into which the awards may be deposited, net of maximum tax withholdings. The named officers also have grantor trusts in connection with the Abbott Laboratories 401(k) Supplemental Plan and the 1986 Abbott Laboratories Management Incentive Plan (although none of the named officers currently receives awards under the Management Incentive Plan). These amounts include the trusts'trusts’ earnings (net of the reportable interest included in footnote 5)4). Employer Contributions to Defined Contribution Plans R. B. Ford: $64,924$75,000 / $50,000$74,135 / $39,213;$64,924; R. E. Funck, Jr.: $43,308 / $41,250 / $40,673; H. L. Allen: $37,568$40,881 / $35,500$38,000 / $35,335; J. F. Ginascol: $35,414;$37,568; D. G. Salvadori: $39,501 / $35,777 / $35,500; and A. F. Wainer: $35,500 / $35,247 / $33,752; M. D. White: $95,000 / $95,000 / $95,000; and B. B. Yoor: $7,139 / $41,250 / $39,803. $34,981. These amounts include employer contributions to both Abbott'sAbbott’s tax-qualified defined contribution plan and the Abbott Laboratories 401(k) Supplemental Plan. The Abbott Laboratories 401(k) Supplemental Plan permits eligible Abbott officers to contribute amounts in excess of the limit set by the Internal Revenue Code for employee contributions to 401(k) plans up to the excess of (i) 18% of their base salary over (ii) the amount contributed to Abbott'sAbbott’s tax-qualified 401(k) plan. Abbott matches participant contributions at the rate of 250% of the first 2% of compensation contributed to the plan. The named officers have these amounts paid to them in cash on a current basis and deposited into a grantor trust established by the officer, net of maximum tax withholdings. Other Compensation Messrs. Ford's and White'sFord’s non-business-related flights on corporate aircraft are covered by time-sharing lease agreements, pursuant to which they reimbursehe reimburses Abbott for certain costs associated with those flights in accordance with Federal Aviation Administration regulations. The following amounts are included in the totals in this column, which reflect Abbott'sAbbott’s incremental cost less reimbursements for non-business-related flights: R. B. Ford: $4,832; M. D. White: $10,792$6,620 / $226,633$46,419 / $229,599. $4,832. Abbott determines the incremental cost for flights based on the direct cost to Abbott, including fuel costs, parking, handling and landing fees, catering, travel fees, and other miscellaneous direct costs. For Mr. White, the following costs associated with security less the amount reimbursed are included: $232,266 / $237,061 / $230,033. Abbott determines the cost for these expenses based on its actual costs. The security is provided on the recommendation of an independent security study. Also included in the totals shown in the table is the cost of providing a corporate automobile less the amount reimbursed by the officer: R. B. Ford: $0 / $21,841 / $19,516; R. E. Funck, Jr.: $22,480 / $22,661 / $20,319; H. L. Allen: $28,666$24,305 / $25,509$27,613 / $23,600; J. F. Ginascol: $ 24,017;$28,666; D. G. Salvadori: $26,773$22,704 / $24,559$21,933 / $27,727;$26,773; and B. B. Yoor: $35A. F. Wainer: $28,867 / $20,081 / $20,443. ​ 64       ​ Table of Contents $20,969. For Messrs. Funck, Jr., Allen, Ginascol,and Salvadori, and Yoor,Ms. Wainer, the following costs associated with financial planning are included: R. E. Funck, Jr.: $6,895 / $8,175 / $6,470; H. L. Allen: $6,667$10,000 / $5,000$10,000 / $8,810; J. F. Ginascol: $5,950;$6,667; D. G. Salvadori: $15,447$10,000 / $0$10,000 / $0;$15,447; and B. B. Yoor: $5,000 /A. F. Wainer: $10,000 / $10,000. For Mr. Salvadori, the 2020 amount includes payments made for services incurred in 2020 and 2019. The named officers are also eligible to participate in an executive disability benefit described on page 78.63. (7) To demonstrate how year over year changes in pension value impact total compensation, as determined under SEC rules, we have included this column to show total compensation without pension value changes. The amounts reported in this column are calculated by subtracting the change in pension value reported in the Change in Pension Value and Non-qualified Deferred Compensation Earnings column, as described in footnote 5 to this table, from the amounts reported in the SEC Total column. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the SEC Total column. 54 ​ 65 ​ Table of Contents Table of Contents 2022 GRANTS OF PLAN BASED AWARDS 2020 GRANTS OF PLAN-BASED AWARDS   ​   ​   ​ Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards All Other Option Awards: Numbers of Securities Underlying Exercise or Base Price of Options Closing Market Price on Grant Date Fair Value of Stock and   ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​​ ​   ​ Name Grant Date Target ($) Maximum ($) Target (#)(2)(3) Options (#)(4) Awards ($/Sh.) Grant Date Option Awards   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ R. B. Ford ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​ 64,124 ​   ​ ​   ​ ​   ​ ​ $ 5,623,995 (5)     ​   ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​   ​ 390,896 ​ ​ $ 87.72 ​ ​ $ 87.45 ​ ​ 5,624,993 (6)   ​ ​ R. E. Funck, Jr. ​ 2/21/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 25,265 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,215,867 (5) ​ ​ ​ ​ ​ 2/21/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 154,013 ​ ​ 87.72 ​ ​ 87.45 ​ ​ 2,216,247 (6) ​   ​ H. L. Allen ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​ 21,374 ​   ​ ​   ​ ​   ​ ​ 1,874,607 (5)     ​   ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​   ​ 130,298 ​ ​ 87.72 ​ ​ 87.45 ​ ​ 1,874,988 (6)   ​ ​ J. F. Ginascol ​ 2/21/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,855 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,653,678 (5) ​ ​ ​ ​ ​ 2/21/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 114,940 ​ ​ 87.72 ​ ​ 87.45 ​ ​ 1,653,987 (6) ​   ​ D. G. Salvadori ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​ 21,683 ​   ​ ​   ​ ​   ​ ​ 1,901,708 (5)     ​   ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​   ​ 132,182 ​ ​ 87.72 ​ ​ 87.45 ​ ​ 1,902,099 (6)   ​ ​ M. D. White ​ 2/21/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 68,399 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,998,934 (5) ​ ​ ​ ​ ​ 2/21/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 416,956 ​ ​ 87.72 ​ ​ 87.45 ​ ​ 5,999,997 (6) ​   ​ B. B. Yoor ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​ 14,036 ​   ​ ​   ​ ​   ​ ​ 1,231,027 (5)     ​   ​ 2/21/2020 ​ ​   ​ ​ ​   ​ ​   ​ 85,562 ​ ​ 87.72 ​ ​ 87.45 ​ ​ 1,231,237 (6)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name   Grant Date   Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(2)(3)   All Other Option Awards: Numbers of Securities Underlying Options (#)(4)   Exercise or Base Price of Options Awards ($/Sh.)   Closing Market Price on Grant Date   Grant Date Fair Value of Stock and Option Awards Target ($)   Maximum ($) R. B. Ford   2/18/2022              73,992                   $8,699,609(5)     2/18/2022               344,827   $117.58   $116.79   8,699,985(6) R. E. Funck, Jr.   2/18/2022           28,682               3,372,286(5)     2/18/2022               133,670   117.58   116.79   3,372,494(6) H. L. Allen   2/18/2022           20,385               2,396,766(5)     2/18/2022               95,000   117.58   116.79   2,396,850(6) D. G. Salvadori   2/18/2022           23,919               2,812,276(5)     2/18/2022               111,474   117.58   116.79   2,812,489(6) A. F. Wainer   2/18/2022           18,972               2,230,633(5)     2/18/2022               88,418   117.58   116.79   2,230,786(6) (1) During 2020,2022, each of the named officers participated in the 1998 Abbott Laboratories Performance Incentive Plan, an annual, non-equity incentive plan. The annual cash incentive award earned by the named officer in 20202022 under the plan is shown in the Summary Compensation Table under the column captioned, "Non-Equity“Non-Equity Incentive Plan Compensation."” No future payouts will be made under the plan's 2020plan’s 2022 annual cash incentive award. The Performance Incentive Plan is described in greater detail in the section of the proxy statement captioned, "Compensation“Compensation Discussion and Analysis—Basis for Compensation Decisions." ” (2) These are performance-based restricted stock awards that have a 3-year term and vest upon Abbott reaching a minimum return on equity target, with no more than one-third of the award vesting in any one year. In 2020,2022, Abbott reached its minimum return on equity target and one-third of each of the awards made on February 21, 202018, 2022 vested on February 26, 2021.28, 2023. The equity targets are described in the section of the proxy statement captioned, "Compensation“Compensation Discussion and Analysis—Basis for Compensation Decisions." ” (3) In the event of a grantee'sgrantee’s death or disability, these awards are deemed fully earned. The treatment of these awards upon a change in control is described in the section of the proxy statement captioned, "Potential“Potential Payments Upon Termination or Change in Control—Equity Awards."” Outstanding restricted shares and restricted stock units receive dividend payments at the same rate as all other shareholders. (4) Options with respect to one-third of the shares covered by these awards are exercisable after one year; two-thirds after two years; and all after three years. The options vest in the event of the grantee'sgrantee’s death or disability. The treatment of these awards upon a change in control is described in the section of the proxy statement captioned, "Potential“Potential Payments Upon Termination or Change in Control—Equity Awards."” Under the Abbott Laboratories 2017 Incentive Stock Program, these options have an exercise price equal to the average of the high and low market prices (rounded-up to the next even penny) of an Abbott common share on the date of grant. (5) Abbott determines the grant date fair value of stock and stock unit awards by multiplying the number of restricted shares or restricted stock units granted by the average of the high and low market prices of a common share on the grant date. (6) These values were determined as of the option'soption’s grant date using a Black-Scholes stock option valuation model. The model uses the assumptions described in Note 9,8, entitled "Incentive“Incentive Stock Program"Program” of Abbott'sAbbott’s Notes to Consolidated Financial Statements included under Item 8, "Financial“Financial Statements and Supplemental Data"Data” in Abbott's 2020Abbott’s 2022 Annual Report on Securities and Exchange CommissionSEC Form 10-K.​ 66       ​ Table of Contents 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 55 The following table summarizes the outstanding equity awards held by the named officers at year-end.         Option Awards(1)(2)   ​   Stock Awards(2)   ​     Name   Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     R. B. Ford                                   14,970   $1,639,065                                             30,531   3,342,839                                             64,124   7,020,937             45,492           $39.1200   02/20/24                                 56,933           41.1400   06/30/24                                 127,436           47.0000   02/19/25                                 14,243           48.9000   05/31/25                                 285,388           38.4000   02/18/26                                 151,869           44.4000   02/16/27                                 164,642   82,321       59.9400   02/15/28                                 80,019   160,040       75.9000   02/21/29                                     390,896       87.7200   02/20/30                         ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See footnotes on page 74. ​ 67 Table of Contents Table of Contents 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED) 2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table summarizes the outstanding equity awards held by the named officers at year end.     Option Awards(1)(2)      Stock Awards(2) Name     Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)       Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#)     Market Value of Shares or Units of Stock That Have Not Vested ($)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   R. B. Ford                                   21,374   $ 2,346,651                                       46,705     5,127,742                                       73,992     8,123,582       127,436           $ 47.00     02/19/25                         14,243             48.90     05/31/25                         285,388             38.40     02/18/26                         151,869             44.40     02/16/27                         246,963             59.94     02/15/28                         240,059             75.90     02/21/29                         260,597   130,299         87.72     02/20/30                         119,696   239,394         124.04     02/18/31                             344,827         117.58     02/17/32                     R. E. Funck, Jr.                                   8,421   $ 924,542                                       16,123     1,770,144                                       28,682     3,148,997       55,097           $ 47.00     02/19/25                         48,831             44.40     02/16/27                         110,146             59.94     02/15/28                         122,367             75.90     02/21/29                         102,675   51,338         87.72     02/20/30                         41,322   82,644         124.04     02/18/31                             133,670         117.58     02/17/32                             Option Awards(1)(2)   ​   Stock Awards(2)   ​     Name   Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     R. E. Funck, Jr.                                   6,677   $731,065                                             15,562   1,703,883                                             25,265   2,766,265             31,325           $39.1200   02/20/24                                 55,097           47.0000   02/19/25                                 48,831           44.4000   02/16/27                                 73,431   36,715       59.9400   02/15/28                                 40,789   81,578       75.9000   02/21/29                                     154,013       87.7200   02/20/30                         ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See footnotes on page 74. ​ 68       ​ Table of Contents 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED) 56         Option Awards(1)(2)   ​   Stock Awards(2)   ​     Name   Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     H. L. Allen                                   14,970   $1,639,065                                             19,323   2,115,675                                             21,374   2,340,239             107,793           $39.1200   02/20/24                                 157,421           47.0000   02/19/25                                 285,388           38.4000   02/18/26                                 167,056           44.4000   02/16/27                                 164,642   82,321       59.9400   02/15/28                                 50,644   101,289       75.9000   02/21/29                                     130,298       87.7200   02/20/30                         ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See footnotes on page 74. ​ 69 Table of Contents 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED) Table of Contents     Option Awards(1)(2)   Stock Awards(2)   Name    Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)       Option Expiration Date      Number of Shares or Units of Stock That Have Not Vested (#)     Market Value of Shares or Units of Stock That Have Not Vested ($)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   H. L. Allen                                   7,124   $ 782,144                                       11,370     1,248,312                                       20,385     2,238,069       157,421           $ 47.00     02/19/25                         189,788             38.40     02/18/26                         167,056             44.40     02/16/27                         246,963             59.94     02/15/28                         151,933             75.90     02/21/29                         86,865   43,433         87.72     02/20/30                         29,140   58,282         124.04     02/18/31                             95,000         117.58     02/17/32                     D. G. Salvadori                                   7,227   $ 793,452                                       12,838     1,409,484                                       23,919     2,626,067       23,771           $ 38.40     02/18/26                         75,591             44.40     02/16/27                         49,611             50.72     07/20/27                         182,935             59.94     02/15/28                         162,430             75.90     02/21/29                         88,121   44,061         87.72     02/20/30                         32,902   65,806         124.04     02/18/31                             111,474         117.58     02/17/32                     A. F. Wainer                                   4,525   $ 496,800                                       12,838     1,409,484                                       18,972     2,082,936       8,226           $ 47.00     02/19/25                         5,000             38.40     02/18/26                         53,271             44.40     02/16/27                         64,449             59.94     02/15/28                         47,738             75.90     02/21/29                         62,725             76.12     06/02/29                         55,171   27,586         87.72     02/20/30                         32,902   65,806         124.04     02/18/31                             88,418         117.58     02/17/32                             Option Awards(1)(2)   ​   Stock Awards(2)   ​     Name   Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     J. F. Ginascol                                   2,344   $256,645                                             4,856   531,683                                             7,978   873,511                                             18,855   2,064,434             45,709           $47.0000   02/19/25                                 25,779   12,890       59.9400   02/15/28                                 12,730   25,460       75.9000   02/21/29                                 20,908   41,817       76.1200   06/02/29                                     114,940       87.7200   02/20/30                         ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See footnotes on page 74. ​ 70       ​ Table of Contents 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)         Option Awards(1)(2)   ​   Stock Awards(2)   ​     Name   Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     D. G. Salvadori                                   11,089   $1,214,135                                             20,658   2,261,844                                             21,683   2,374,072             71,313           $38.4000   02/18/26                                 138,049           44.4000   02/16/27                                 49,611           50.7200   07/20/27                                 121,957   60,978       59.9400   02/15/28                                 54,143   108,287       75.9000   02/21/29                                     132,182       87.7200   02/20/30                         ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See footnotes on page 74. ​ 71 Table of Contents 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)         Option Awards(1)(2)   ​   Stock Awards(2)   ​     Name   Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     M. D. White                                   41,709   $4,566,718                                             66,424   7,272,764                                             68,399   7,489,007             302,500           $27.0336   02/16/22                                 980,000           34.9400   02/14/23                                 727,699           39.1200   02/20/24                                 937,031           47.0000   02/19/25                                 1,198,630           38.4000   02/18/26                                 638,629           44.4000   02/16/27                                 458,715   229,358       59.9400   02/15/28                                 174,090   348,182       75.9000   02/21/29                                     416,956       87.7200   02/20/30                         ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See footnotes on page 74. ​ 72       ​ Table of Contents 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (CONTINUED)         Option Awards(1)(2)   ​   Stock Awards(2)   ​     Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     B. B. Yoor                                   14,970   $1,639,065                                             21,519   2,356,115                                             14,036   1,536,802                 82,321       $59.9400   02/15/28                                     112,799       75.9000   02/21/29                                     85,562       87.7200   02/20/30                         ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See footnotes on page 74. ​ 73 Table of Contents Footnotes to 2020 Outstanding Equity Awards At Fiscal Year-End table: (1) Except as noted, these options are fully vested. 57 Table of Contents (2) The vesting dates of outstanding unexercisable stock options and unvested restricted stock awards at December 31, 20202022 are as follows:         Option Awards   ​   Stock Awards(a)       Name Number of Unexercised Shares Remaining from Original Grant Number of Option Shares Vesting—Date Vested 2021 Number of Option Shares Vesting—Date Vesting 2022 Number of Option Shares Vesting—Date Vesting 2023 ​   Number of Restricted Shares or Units Number of Restricted Shares or Units Vesting— Date Vested 2021   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     R. B. Ford   82,321   82,321 - 2/16               14,970   (b)             160,040   80,020 - 2/22   80,020 - 2/22           30,531   (c)             390,896   130,298 - 2/21   130,299 - 2/21   130,299 - 2/21       64,124   (d)     ​   R. E. Funck, Jr.   36,715   36,715 - 2/16   ​   ​   ​   6,677   (b)     ​   ​   81,578   40,789 - 2/22   40,789 - 2/22   ​   ​   15,562   (c)     ​   ​   154,013   51,337 - 2/21   51,338 - 2/21   51,338 - 2/21   ​   25,265   (d)         H. L. Allen   82,321   82,321 - 2/16               14,970   (b)             101,289   50,644 - 2/22   50,645 - 2/22           19,323   (c)             130,298   43,432 - 2/21   43,433 - 2/21   43,433 - 2/21       21,374   (d)     ​   J. F. Ginascol   12,890   12,890 - 2/16   ​   ​   ​   2,344   (b)     ​   ​   25,460   12,730 - 2/22   12,730 - 2/22   ​   ​   4,856   (c)     ​   ​   41,817   20,908 - 6/3   20,909 - 6/3   ​   ​   7,978   (e)     ​   ​   114,940   38,313 - 2/21   38,313 - 2/21   38,314 - 2/21   ​   18,855   (d)         D. G. Salvadori   60,978   60,978 - 2/16               11,089   (b)             108,287   54,143 - 2/22   54,144 - 2/22           20,658   (c)             132,182   44,060 - 2/21   44,061 - 2/21   44,061 - 2/21       21,683   (d)     ​   M. D. White   229,358   229,358 - 2/16   ​   ​   ​   41,709   (b)     ​   ​   348,182   174,091 - 2/22   174,091 - 2/22   ​   ​   66,424   (c)     ​   ​   416,956   138,985 - 2/21   138,985 - 2/21   138,986 - 2/21   ​   68,399   (d)         B. B. Yoor   82,321   82,321 - 2/16               14,970   (b)             112,799   56,399 - 2/22   56,400 - 2/22           21,519   (c)             85,562   28,520 - 2/21   28,521 - 2/21   28,521 - 2/21       14,036   (d)     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ follows.           Option Awards   Stock Awards(a)     Name       Number of Unexercised Shares Remaining from Original Grant       Number of Option Shares Vesting—Date Vested 2023       Number of Option Shares Vesting—Date Vesting 2024       Number of Option Shares Vesting—Date Vesting 2025       Number of Restricted Shares or Units       Number of Restricted Shares or Units Vesting—Date Vested 2023     R. B. Ford   130,299   130,299 - 2/21           21,374   (b)          239,394   119,697 - 2/19   119,697 - 2/19       46,705   (c)          344,827   114,942 - 2/18   114,942 - 2/18   114,943 - 2/18   73,992   (d)      R. E. Funck, Jr.   51,338   51,338 - 2/21           8,421   (b)          82,644   41,322 - 2/19   41,322 - 2/19       16,123   (c)          133,670   44,556 - 2/18   44,557 - 2/18   44,557 - 2/18   28,682   (d)      H. L. Allen   43,433   43,433 - 2/21           7,124   (b)          58,282   29,141 - 2/19   29,141 - 2/19       11,370   (c)          95,000   31,666 - 2/18   31,667 - 2/18   31,667 - 2/18   20,385   (d)      D. G. Salvadori   44,061   44,061 - 2/21           7,227   (b)          65,806   32,903 - 2/19   32,903 - 2/19       12,838   (c)          111,474   37,158 - 2/18   37,158 - 2/18   37,158 - 2/18   23,919   (d)      A. F. Wainer   27,586   27,586 - 2/21           4,525   (b)          65,806   32,903 - 2/19   32,903 - 2/19       12,838   (c)          88,418   29,472 - 2/18   29,473 - 2/18   29,473 - 2/18   18,972   (d)    (a) The equity targets are described in the section of the proxy statement captioned, "Compensation“Compensation Discussion and Analysis—Basis for Compensation Decisions." ” (b) These are the restricted shares that remained outstanding and unvested on December 31, 2020, from an award made on February 16, 2018. The award has a 3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2020, Abbott reached its minimum return on equity target and these shares vested on February 26, 2021. (c) These are the restricted shares that remained outstanding and unvested on December 31, 2020, from an award made on February 22, 2019. The award has a 3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2020, Abbott reached its minimum return on equity target and half of these shares vested on February 26, 2021. (d) These are the restricted shares that remained outstanding and unvested on December 31, 2020,2022, from an award made on February 21, 2020. The award has a 3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2020,2022, Abbott reached its minimum return on equity target and one-third of these shares vested on February 26, 2021. 28, 2023. (e)(c) These are the restricted shares that remained outstanding and unvested on December 31, 2020,2022, from an award made on June 3, 2019.February 19, 2021. The award has a 3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2020,2022, Abbott reached its minimum return on equity target and half of these shares will vestvested on June 3, 2021.​ 74       ​ TableFebruary 28, 2023. (d) These are the restricted shares that remained outstanding and unvested on December 31, 2022, from an award made on February 18, 2022. The award has a 3-year term with no more than one-third of Contents 2020 OPTION EXERCISES AND STOCK VESTED The following table summarizes for each named officer the number of shares the officer acquiredoriginal award vesting in any one year upon Abbott reaching a minimum return on the exercise of stock options and the number of shares the officer acquired on the vesting of stock awards in 2020:         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 ($)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     R. B. Ford   0   $ 0       37,556   $2,974,060     ​   R. E. Funck, Jr.   120,033   ​ 8,128,936   ​   16,813   1,331,421   ​     H. L. Allen   0     0       32,684   2,588,246     ​   J. F. Ginascol   135,298   ​ 8,418,723   ​   10,688   899,955   ​     D. G. Salvadori   42,479     2,755,188       30,464   2,460,001     ​   M. D. White   0   ​ 0   ​   105,702   8,370,541   ​     B. B. Yoor   694,131     26,927,604       32,318   2,559,262     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PENSION BENEFITS During 2020, the named officers participated in two Abbott-sponsored defined benefit pension plans: the Abbott Laboratories Annuity Retirement Plan, a tax-qualified pension plan; and the Abbott Laboratories Supplemental Pension Plan, a non-qualified supplemental pension plan. The Supplemental Pension Plan also includes a benefit feature Abbott uses to attract officers who areequity target, measured at the mid-point of their careers. This feature provides an additional benefit to officers who are mid-career hires that is less valuable to officers who have spent most of their careers at Abbott. Except as provided in Abbott's change in control agreements, Abbott does not have a policy granting extra years of credited service under the plans. These change in control agreements are described on pages 78 and 79. The compensation considered in determining the pension payable to the named officers is the compensation shown in the "Salary" and "Non-Equity Incentive Plan Compensation" columnsend of the Summary Compensation Tablerelevant year. In 2022, Abbott reached its minimum return on page 63.equity target and one-third of these shares vested on February 28, 2023. 58 Table of Contents 2022 OPTION EXERCISES AND STOCK VESTED The following table summarizes for each named officer the number of shares the officer acquired on the exercise of stock options and the number of shares the officer acquired on the vesting of stock awards in 2022:     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 ($) R. B. Ford   102,425   $6,643,292   59,993   $7,343,743 R. E. Funck, Jr.   0   0   24,265   2,970,279 H. L. Allen   0   0   22,471   2,750,675 D. G. Salvadori   0   0   23,976   2,934,902 A. F. Wainer   0   0   17,968   2,179,917 PENSION BENEFITS During 2022, the named officers participated in two Abbott sponsored defined benefit pension plans: the Abbott Laboratories Annuity Retirement Plan, a tax qualified pension plan; and the Abbott Laboratories Supplemental Pension Plan, a non-qualified supplemental pension plan. The Supplemental Pension Plan also includes a benefit feature Abbott uses to attract officers who are at the mid-point of their careers. This feature provides an additional benefit to officers who are mid-career hires that is less valuable to officers who have spent most of their careers at Abbott. Except as provided in Abbott’s change in control agreements, Abbott does not have a policy granting extra years of credited service under the plans. These change in control agreements are described on pages 64 and 65. The compensation considered in determining the pension payable to the named officers is the compensation shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 53. ANNUITY RETIREMENT PLAN The Annuity Retirement Plan covers eligible employees in the United States who are age 21 or older, and provides participants with a life annuity benefit at normal retirement equal to A plus the greater of B or C below. A. 1.10% of 5-year final average earnings multiplied by years of benefit service after 2003. B. 1.65% of 5-year final average earnings multiplied by years of benefit service prior to 2004 (up to 20); plus 1.50% of 5-year final average earnings multiplied by years of benefit service prior to 2004 in excess of 20 (but no more than 15 additional years); less 0.50% of the lesser of 3-year final average earnings (but not more than the social security wage base in any year) or the social security covered compensation level multiplied by years of benefit service. C. 1.10% of 5-year final average earnings multiplied by years of benefit service prior to 2004. The benefit for service prior to 2004 (B or C above) is reduced for the cost of preretirement surviving spouse benefit protection. The reduction is calculated using formulas based on age and employment status during the period in which coverage was in effect. Final average earnings are the average of the employee's 60 highest-paid consecutive calendar months of compensation (salary and non-equity incentive plan compensation). The Annuity Retirement Plan covers earnings up to the limit imposed by Internal Revenue Code Section 401(a)(17) and provides for a maximum of 35 years of benefit service. Participants become fully vested in their pension benefit upon the completion of five years of service. The benefit is payable on an unreduced basis at age 65. Participants hired after 2003 who terminate prior to age 55 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. Participants hired prior to 2004 who terminate prior to age 50 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 50. Participants hired prior to 2004 who ​ 75 Table of Contents terminate prior to age 50 with less than 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. The Annuity Retirement Plan offers several optional forms of payment, including certain and life annuities, joint and survivor annuities, and level income annuities. The benefit paid under any of these options is actuarially equivalent to the life annuity benefit produced by the formula described above. Participants who retire from Abbott prior to their normal retirement age may receive subsidized early retirement benefits. Participants hired after 2003 are eligible for early retirement at age 55 with 10 years of service. Participants hired prior to 2004 are eligible for early retirement at age 50 with 10 years of service or age 55 if the employee's age plus years of benefit service total 70 or more. As of December 31, 2020, Messrs. White, Funck, Jr., Allen, and Ginascol were eligible for early retirement benefits under the plan. The subsidized early retirement reductions applied to the benefit payable for service after 2003 (A above) depend upon the participant's 59 Table of Contents Final average earnings are the average of the employee’s 60 highest paid consecutive calendar months of compensation (salary and non-equity incentive plan compensation). The Annuity Retirement Plan covers earnings up to the limit imposed by Internal Revenue Code Section 401(a)(17) and provides for a maximum of 35 years of benefit service. Participants become fully vested in their pension benefit upon the completion of five years of service. The benefit is payable on an unreduced basis at age 65. Participants hired after 2003 who terminate prior to age 55 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. Participants hired prior to 2004 who terminate prior to age 50 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 50. Participants hired prior to 2004 who terminate prior to age 50 with less than 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. The Annuity Retirement Plan offers several optional forms of payment, including certain and life annuities, joint and survivor annuities, and level income annuities. The benefit paid under any of these options is actuarially equivalent to the life annuity benefit produced by the formula described above. Participants who retire from Abbott prior to their normal retirement age may receive subsidized early retirement benefits. Participants hired after 2003 are eligible for early retirement at age 55 with 10 years of service. Participants hired prior to 2004 are eligible for early retirement at age 50 with 10 years of service or age 55 if the employee’s age plus years of benefit service total 70 or more. As of December 31, 2022, Mr. Funck, Jr., Mr. Allen, and Ms. Wainer were eligible for early retirement benefits under the plan. The subsidized early retirement reductions applied to the benefit payable for service after 2003 (A above) depend upon the participant’s age at retirement. If the participant retires after reaching age 55, the benefit is reduced 5 percent per year for each year that payments are made before age 62. If the participant retires after reaching age 50 but prior to reaching age 55, the benefit is actuarially reduced from age 65. The early retirement reductions applied to the benefit payable for service prior to 2004 (B and C above) depend upon age and service at retirement: • ● In general, the 5-year final average earnings portions of the benefit are reduced 3 percent per year for each year that payments are made before age 62 and the 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. • ● Employees who participated in the plan before age 36 may elect "Special Retirement"“Special Retirement” on the last day of any month after reaching age 55 with age plus Seniority Service points of at least 94 or "Early“Early Special Retirement"Retirement” on the last day of any month after reaching age 55, provided their age plus Seniority Service points would reach at least 94 before age 65. Seniority Service includes periods of employment prior to attaining the minimum age required to participate in the plan. If Special Retirement or Early Special Retirement applies, Seniority Service is used in place of benefit service in the formulas. The 5-year final average earnings portions of the benefit in B above are reduced 12/31⅔ percent for each year between ages 59 and 62 plus 21/22½ percent for each year between ages 55 and 59. The 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. Benefit C is payable on an unreduced basis at Special Retirement and is reduced 3 percent per year for each year that payments are made before age 62, if Early Special Retirement applies. 60 Table of Contents SUPPLEMENTAL PENSION PLAN With the following exceptions, the provisions of the Supplemental Pension Plan are substantially the same as those of the Annuity Retirement Plan: • Officers' ● Officers’ 5-year final average earnings are calculated using the average of the 5 highest years of base earnings and the 5 highest years of payments under Abbott's non-equityAbbott’s non equity incentive plans. • ● The Annuity Retirement Plan does not include amounts deferred or payments received under the Abbott Laboratories Deferred Compensation Plan in its calculation of a participant'sparticipant’s final average earnings. To preserve the pension benefits of Deferred Compensation Plan participants, the Supplemental Pension Plan includes amounts deferred by a participant under the Deferred Compensation Plan in its calculation of final average earnings. Beginning in the year following their election as an officer, Abbott officers are no longer eligible to defer compensation under the Deferred Compensation Plan. • ● In addition to the benefits outlined above for the Annuity Retirement Plan, participating officers are eligible for a benefit equal to 0.6% of 5-year final average earnings for each year of service for each of the first 20 years of service occurring after the participant attains age 35. The benefit is further limited by the maximum percentage allowed under the Annuity Retirement Plan under that plan'splan’s benefit formulas (A, B, and C above). The portion of this additional officer benefit attributable to service prior to 2004 is reduced 3 percent per year for each year that payments are made before the plan'splan’s unreduced retirement age. The portion attributable to service after 2003 is reduced 5 percent per year for each year that payments are made before the plan'splan’s unreduced retirement age if the participant is at least age 55 at early retirement. If the participant is under age 55 at retirement, the portion attributable to service after 2003 is actuarially reduced from age 65.​ 76       ● ​ Table of Contents • The Supplemental Pension Plan provides early retirement benefits similar to those provided under the Annuity Retirement Plan. The benefits provided to Abbott'sAbbott’s officers under the Supplemental Pension Plan are reduced from the plan'splan’s unreduced retirement age, unless the benefit is being actuarially reduced from age 65. As of December 31, 2020, Messrs. White,2022, Mr. Funck, Jr., Mr. Allen, and GinascolMs. Wainer were eligible for early retirement benefits under the plan. • ● Vested plan benefits accrued under the Supplemental Pension Plan may be funded through a grantor trust established by the officer. Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, those officers who were elected prior to 2009 may have the entire amount of their vested plan benefits funded through a grantor trust. Officers elected after 2008 may only have the vested plan benefits that accrue following the calendar year in which the officer is first elected funded through a grantor trust. Vested plan benefits accrued through December 31, 2008, to the extent not previously funded, were distributed to the participants'participants’ individual trusts and included in the participants'participants’ income. Benefits payable under the Supplemental Pension Plan are offset by the benefits payable from the Annuity Retirement Plan, calculated as if benefits under the plans commenced at the same time. The amounts paid to an officer's Supplemental Pension Plan grantor trust to fund plan benefits are actuarially determined. The plan is designed to result in Abbott paying the officer's Supplemental Pension Plan benefits to the extent assets held in the officer's Benefits payable under the Supplemental Pension Plan are offset by the benefits payable from the Annuity Retirement Plan, calculated as if benefits under the plans commenced at the same time. The amounts paid to an officer’s Supplemental Pension Plan grantor trust to fund plan benefits are actuarially determined. The plan is designed to result in Abbott paying the officer’s Supplemental Pension Plan benefits to the extent assets held in the officer’s trust are insufficient. 2020 PENSION BENEFITS   ​ Name Plan Name Number Of Years Credited Service (#) Present Value of Accumulated Benefit ($)(1) Payments During Last Fiscal Year ($) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ R. B. Ford ​ Abbott Laboratories Annuity Retirement Plan ​ 24 ​ ​ $ 682,422 ​ ​ $ 0 ​     ​   ​ Abbott Laboratories Supplemental Pension Plan ​ 24 ​ ​ 7,883,470 ​ ​ 298,329 (2)     ​ R. E. Funck, Jr. ​ Abbott Laboratories Annuity Retirement Plan ​ 33 ​ ​ 1,694,282 ​ ​ 0 ​ ​   ​ ​ ​ Abbott Laboratories Supplemental Pension Plan ​ 33 ​ ​ 8,053,119 ​ ​ 368,136 (2) ​   ​ H. L. Allen ​ Abbott Laboratories Annuity Retirement Plan ​ 15 ​ ​ 586,454 ​ ​ 0 ​     ​   ​ Abbott Laboratories Supplemental Pension Plan ​ 15 ​ ​ 5,623,414 ​ ​ 208,869 (2)     ​ J. F. Ginascol ​ Abbott Laboratories Annuity Retirement Plan ​ 37 ​ ​ 1,948,534 ​ ​ 0 ​ ​   ​ ​ ​ Abbott Laboratories Supplemental Pension Plan ​ 37 ​ ​ 5,485,168 ​ ​ 183,896 (2) ​   ​ D. G. Salvadori ​ Abbott Laboratories Annuity Retirement Plan ​ 6 ​ ​ 143,774 ​ ​ 0 ​     ​   ​ Abbott Laboratories Supplemental Pension Plan ​ 6 ​ ​ 1,094,200 ​ ​ 0 (2)     ​ M. D. White ​ Abbott Laboratories Annuity Retirement Plan ​ 36 ​ ​ 1,717,930 ​ ​ 0 ​ ​   ​ ​ ​ Abbott Laboratories Supplemental Pension Plan ​ 36 ​ ​ 39,771,510 ​ ​ 2,530,729 (2) ​   ​ B. B. Yoor ​ Abbott Laboratories Annuity Retirement Plan ​ 23 ​ ​ 691,551 ​ ​ 24,430 ​     ​   ​ Abbott Laboratories Supplemental Pension Plan ​ 23 ​ ​ 4,604,078 ​ ​ 1,169,843 (2)   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 61 Table of Contents 2022 PENSION BENEFITS Name       Plan Name       Number of Years Credited Service (#)       Present Value of Accumulated Benefit ($)(1)         Payments During Last Fiscal Year ($)   R. B. Ford   Abbott Laboratories Annuity Retirement Plan   26          $ 484,443        $ 0       Abbott Laboratories Supplemental Pension Plan   26     7,746,963       753,531 (2)  R. E. Funck, Jr.   Abbott Laboratories Annuity Retirement Plan   35     1,598,660       0       Abbott Laboratories Supplemental Pension Plan   35     8,167,426       830,138 (2)  H. L. Allen   Abbott Laboratories Annuity Retirement Plan   17     544,760       0       Abbott Laboratories Supplemental Pension Plan   17     5,263,620       407,339 (2)  D. G. Salvadori   Abbott Laboratories Annuity Retirement Plan   8     109,896       0       Abbott Laboratories Supplemental Pension Plan   8     840,671       63,127 (2)  A. F. Wainer   Abbott Laboratories Annuity Retirement Plan   20     514,764       0       Abbott Laboratories Supplemental Pension Plan   20     2,671,909       344,120 (2)  (1) Abbott calculates these present values using: (i) a 2.9%5.30% discount rate for the Annuity Retirement Plan and a 2.8%5.25% discount rate for the Supplemental Pension Plan, the same effective discount rates it uses for Financial Accounting Standards Board ASC Topic 715 calculations for financial reporting purposes; and (ii) each plan'splan’s unreduced retirement age. The present values shown in the table reflect post-retirement mortality, based on the Financial Accounting Standards Board ASC Topic 715 assumption, (the Pri-2012 Healthy Annuitant table with projected mortality improvements), but do not include a factor for pre-retirement termination, mortality, or disability. (2) Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, vested Supplemental Pension Plan benefits, to the extent not previously funded, were distributed to the participants'participants’ individual grantor trusts and included in the participants'participants’ income. Amounts held in the officer'sofficer’s individual trust are expected to offset Abbott'sAbbott’s obligations to the officer under the plan. During 2020,2022, the amounts shown, less applicable tax withholdings, were deposited in such individual trusts established by the named officers. Grantor trusts are described in greater detail in the section of the proxy statement captioned, "Compensation“Compensation Discussion and Analysis—Benefits and Perquisites." For Mr. Yoor, the amount shown also includes unfunded Supplemental Pension Plan benefits paid to him upon his retirement in 2020.​ 77 ​ Table of Contents POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL ” 62 Table of Contents POTENTIAL PAYMENTS UPON TERMINATION—GENERALLY TERMINATION OR CHANGE IN CONTROL POTENTIAL PAYMENTS UPON TERMINATION—GENERALLY Abbott does not have employment agreements with its named officers. The following summarizes the payments that the named officers would have received if their employment had terminated on December 31, 2022. Earnings would have continued to be paid to the named officer’s Performance Incentive Plan, Management Incentive Plan, and Supplemental 401(k) Plan grantor trusts, until the trust assets were fully distributed. The amount of these payments would depend on the period over which the trusts’ assets were distributed and the trusts’ earnings. If the trusts’ assets were distributed over a ten-year period and based on current earnings, the named officers would receive the following average annual payments over such ten-year period: Abbott does not have employment agreements with its named officers. The following summarizes the payments that the named officers, other than Mr. Yoor, would have received if their employment had terminated on December 31, 2020. Earnings would have continued to be paid to the named officer's Performance Incentive Plan, Management Incentive Plan, and Supplemental 401(k) Plan grantor trusts, until the trust assets were fully distributed. The amount of these payments would depend on the period over which the trusts' assets were distributed and the trusts' earnings. If the trusts' assets were distributed over a ten-year period and based on current earnings, the named officers would receive the following average annual payments over such ten-year period: • ● R. B. Ford, $345,588 • $604,503 ● R. E. Funck, Jr., $361,709 • $492,126 ● H. L. Allen, $331,279 • J. F. Ginascol, $222,176 • $448,966 ● D. G. Salvadori, $19,223 • M. D. White, $2,030,151 $107,259 ● A. F. Wainer, $178,048 In addition, the following one-time deposits would have been made under the Abbott Laboratories Supplemental Pension Plan for the following named officers: • ● R. B. Ford, $1,072,368 • $1,531,791 ● R. E. Funck, Jr., $1,096,421 • $230,149 ● H. L. Allen, $1,678,916 • J. F. Ginascol, $528,045 • $304,920 ● D. G. Salvadori, $228,021 If the termination of employment was due to disability, then the following named officers also would have received, in addition to Abbott's$62,979 ● A. F. Wainer, $761,785 If the termination of employment was due to disability, then the following named officers also would have received, in addition to Abbott’s standard disability benefits, a monthly long-term disability benefit in the amount of: • ● R. B. Ford, $183,750 • $111,563 ● R. E. Funck, Jr., $64,040 • $47,800 ● H. L. Allen, $45,885 • J. F. Ginascol, $42,865 • $43,575 ● D. G. Salvadori, $45,275 • M. D. White, $62,500 $30,025 ● A. F. Wainer, $45,315 This long-term disability benefit would continue for up to 24 months following termination of employment. It ends if the officer retires, recovers, dies, or ceases to meet eligibility criteria. In addition, if the employment of these named officers had terminated due to death or disability, the officer’s unvested stock options and restricted shares would have vested on December 31, 2022 with values as set forth below in the section captioned, “Equity Awards.” In addition, if the employment of these named officers had terminated due to death or disability, the officer's unvested stock options and restricted shares would have vested on December 31, 2020 with values as set forth below in the section captioned, "Equity Awards." 63 Table of Contents POTENTIAL PAYMENTS UPON CHANGE IN CONTROL Abbott has change in control arrangements with other key members of its management team, in the form of change in control agreements for Abbott officers and a change in control plan for certain other management personnel. The agreements with the named officers are described below. Each change in control agreement continues in effect until December 31, 2024, 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 officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason (see below) within two years following a change in control of Abbott, the officer is entitled to receive a lump sum payment equal to three times the officer’s annual salary and annual incentive (“bonus”) award (assuming for this purpose that all target performance goals have been achieved or, if higher, based on the average bonus for the last three years), plus any unpaid bonus owing for any completed performance period and the pro rata bonus for any current bonus period (based on the highest of the bonus assuming achievement of target performance, the average bonus for the past three years, or in the case of the unpaid bonus for any completed performance period, the actual bonus earned). If the officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason during a potential change in control (see below), the officer is entitled to receive a lump sum payment of the annual salary and bonus payments described above, except that the amount of the bonus to which the officer is entitled will be based on the actual achievement of the applicable performance goals. If the potential change in control becomes a “change in control event” (within the meaning of Section 409A of the Internal Revenue Code), the officer will be entitled to receive the difference between the bonus amounts the officer received upon termination during the potential change in control and the bonus amounts that would have been received had such amounts instead been based on the higher of the officer’s target bonus or the average bonus paid to the officer in the preceding three years. Bonus payments include payments made under the Performance Incentive Plan. The officer will also receive up to three years of additional employee benefits (including welfare benefits, outplacement services and tax and financial counseling, and the value of three more years of pension accruals). If change in control related payments and benefits become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, payments under the agreement will be reduced to prevent application of the excise tax if such a reduction would leave the executive in a better after-tax position than if the payments were not reduced and the tax applied. The agreements also limit the conduct for which awards under Abbott’s incentive stock programs can be terminated and generally permit options to remain exercisable for the remainder of their term. For purposes of the agreements, the term “change in control” includes the following events: any person becoming the beneficial owner of Abbott securities representing a specified percentage of the outstanding voting power (not including an acquisition directly from Abbott and its affiliates); a change in the majority of the members of the Board of Directors whose appointment was approved by a vote of at least two thirds of the incumbent directors; and the consummation of certain mergers or similar corporate transactions involving Abbott. A “potential change in control” under the agreements includes, among other things, Abbott’s entry into an agreement that would result in a change in control. Finally, the term “good reason” includes: a significant adverse change in the executive’s position, duties, or authority; Abbott’s failure to pay the executive’s compensation or a reduction in the executive’s base pay or benefits; or the relocation of Abbott’s principal executive offices to a location that is more than thirty-five miles from the location of the offices at the time of the change in control. 64 Table of Contents If a change in control had occurred on December 31, 2022 immediately followed by one of the covered circumstances described above, the named officers would have been entitled to receive the following payments and benefits under the change in control agreements: Name       Cash Termination Payments         Additional Supplemental Pension Plan Benefits         Welfare and Fringe Benefits   R. B. Ford   $ 15,137,150     $ 840,968     $ 96,678   R. E. Funck, Jr.     6,599,750       1,423,392       65,217   H. L. Allen     6,080,600       1,707,123       53,027   D. G. Salvadori     5,705,100       120,184       89,927   A. F. Wainer     4,978,886       3,453,388       76,398   EQUITY AWARDS Under Abbott Laboratories’ Incentive Stock Programs, upon a change in control, the surviving company may assume, convert, or replace awards to executive officers on an equivalent basis. If the surviving company does not do so, then the awards vest. If the surviving company does assume, convert, or replace the awards on an equivalent basis, then the awards vest if the officer’s employment is terminated without cause or the officer resigns for good reason during the period six months prior to and through two years after a change in control. The term “good reason” has the same definition as in the change of control agreements. If a change in control had occurred on December 31, 2022, and the surviving company did not assume, convert, or replace the awards, then the named officers would have vested in the following options and restricted shares:     Unvested Stock Options     Restricted Shares   Name       Number of Option Shares         Value of Option Shares         Number of Restricted Shares         Value of Restricted Shares   R. B. Ford     714,520     $ 2,875,699       142,071     $ 15,597,975   R. E. Funck, Jr.     267,652       1,133,030       53,226       5,843,683   H. L. Allen     196,715       958,566       38,879       4,268,525   D. G. Salvadori     221,341       972,426       43,984       4,829,003   A. F. Wainer     181,810       608,823       36,335       3,989,220   The value of stock options shown is based on the excess of the closing price of a common share on December 31, 2022 over the exercise price of such options, multiplied by the number of unvested stock options held by the named officer. The value of restricted shares shown is determined by multiplying the number of restricted shares that would vest as of December 31, 2022 and the closing price of a common share on December 31, 2022. 65 Table of ContentsPOTENTIAL PAYMENTS UPON CHANGE IN CONTROL Mr. White does not have a change in control agreement with Abbott. Abbott has change in control arrangements with other key members of its management team, in the form of change in control agreements for Abbott officers and a change in control plan for certain other management personnel. The agreements with Messrs. Ford, Funck, Jr., Allen, Ginascol, and Salvadori are described below. Each change in control agreement continues in effect until December 31, 2022, and can be renewed for successive two-year terms upon notice prior to the expiration date. If notice of non-renewal is given, the agreement will expire ​ 78       Table of Contents on the later of the scheduled expiration date and the one-year anniversary of the date of such notice. If no notice is given, the agreement will expire on the one-year anniversary of the scheduled expiration date. Each agreement also automatically extends for two years following any change in control (see below) that occurs while the agreement is in effect. The agreements provide that if the officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason (see below) within two years following a change in control of Abbott, the officer is entitled to receive a lump sum payment equal to three times the officer's annual salary and annual incentive ("bonus") award (assuming for this purpose that all target performance goals have been achieved or, if higher, based on the average bonus for the last three years), plus any unpaid bonus owing for any completed performance period and the pro rata bonus for any current bonus period (based on the highest of the bonus assuming achievement of target performance, the average bonus for the past three years, or in the case of the unpaid bonus for any completed performance period, the actual bonus earned). If the officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason during a potential change in control (see below), the officer is entitled to receive a lump sum payment of the annual salary and bonus payments described above, except that the amount of the bonus to which the officer is entitled will be based on the actual achievement of the applicable performance goals. If the potential change in control becomes a "change in control event" (within the meaning of Section 409A of the Internal Revenue Code), the officer will be entitled to receive the difference between the bonus amounts the officer received upon termination during the potential change in control and the bonus amounts that would have been received had such amounts instead been based on the higher of the officer's target bonus or the average bonus paid to the officer in the preceding three years. Bonus payments include payments made under the Performance Incentive Plan. The officer will also receive up to three years of additional employee benefits (including welfare benefits, outplacement services and tax and financial counseling, and the value of three more years of pension accruals). If change in control-related payments and benefits become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, payments under the agreement will be reduced to prevent application of the excise tax if such a reduction would leave the executive in a better after-tax position than if the payments were not reduced and the tax applied. The agreements also limit the conduct for which awards under Abbott's incentive stock programs can be terminated and generally permit options to remain exercisable for the remainder of their term. For purposes of the agreements, the term "change in control" includes the following events: any person becoming the beneficial owner of Abbott securities representing a specified percentage of the outstanding voting power (not including an acquisition directly from Abbott and its affiliates); a change in the majority of the members of the Board of Directors whose appointment was approved by a vote of at least two-thirds of the incumbent directors; and the consummation of certain mergers or similar corporate transactions involving Abbott. A "potential change in control" under the agreements includes, among other things, Abbott's entry into an agreement that would result in a change in control. Finally, the term "good reason" includes: a significant adverse change in the executive's position, duties, or authority; Abbott's failure to pay the executive's compensation or a reduction in the executive's base pay or benefits; or the relocation of Abbott's principal executive offices to a location that is more than thirty-five miles from the location of the offices at the time of the change in control. If a change in control had occurred on December 31, 2020 immediately followed by one of the covered circumstances described above, Messrs. Ford, Funck, Jr., Allen, Ginascol, and Salvadori would have been entitled to receive the following payments and benefits under the change in control agreements: ​ Name ​ Cash termination payments Additional Supplemental Pension Plan benefits Welfare and fringe benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ R. B. Ford ​ $15,225,000 ​ $2,437,080 ​ $93,884 ​   ​ ​ R. E. Funck, Jr. ​ 4,937,083 ​ 2,138,528 ​ 60,029 ​ ​ ​ H. L. Allen ​ 5,994,600 ​ 1,627,907 ​ 49,207 ​   ​ J. F. Ginascol ​ 5,436,800 ​ 2,477,186 ​ 68,653 ​ ​ ​ D. G. Salvadori ​ 5,485,000 ​ 168,302 ​ 87,581 ​   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 79 ​ Table of Contents EQUITY AWARDS Under Abbott Laboratories' Incentive Stock Programs, upon a change in control, the surviving company may assume, convert, or replace awards to executive officers on an equivalent basis. If the surviving company does not do so, then the awards vest. If the surviving company does assume, convert, or replace the awards on an equivalent basis, then the awards vest if the officer's employment is terminated without cause or the officer resigns for good reason during the period six months prior to and through two years after a change in control. The term "good reason" has the same definition as in the change of control agreements. If a change in control had occurred on December 31, 2020, and the surviving company did not assume, convert, or replace the awards, then the named officers, other than Mr. Yoor, would have vested in the following options, restricted shares, and restricted stock units:   ​   ​ Unvested Stock Options ​ ​ Restricted Shares/Units ​   ​ Name Number of Option Shares Value of Option Shares   ​ Number of Restricted Shares/Units Value of Restricted Shares/Units   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ R. B. Ford ​ 633,257 ​ $17,964,556 ​   ​ 109,625 ​ $12,002,841 ​   ​ ​ R. E. Funck, Jr. ​ 272,306 ​ 7,912,296 ​ ​ ​ 47,504 ​ 5,201,213 ​ ​   ​ H. L. Allen ​ 313,908 ​ 10,317,891 ​   ​ 55,667 ​ 6,094,979 ​   ​ ​ J. F. Ginascol ​ 195,107 ​ 5,391,578 ​ ​ ​ 34,033 ​ 3,726,273 ​ ​   ​ D. G. Salvadori ​ 301,447 ​ 9,536,422 ​   ​ 53,430 ​ 5,850,051 ​   ​ ​ M. D. White ​ 994,496 ​ 32,137,254 ​ ​ ​ 176,532 ​ 19,328,489 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The value of stock options shown is based on the excess of the closing price of a common share on December 31, 2020 over the exercise price of such options, multiplied by the number of unvested stock options held by the named officer. The value of restricted shares shown is determined by multiplying the number of restricted shares that would vest as of December 31, 2020 and the closing price of a common share on December 31, 2020. CEO PAY RATIO In 2020, we compared CEO pay to that of our median employee. To identify our median employee, we first excluded all 2,579 employees who are employed in Egypt (348), Indonesia (631), Israel (138), and Pakistan (1,462), representing less than 5% of our global workforce of 108,275 employees as of October 1, 2020. We then examined the 2020 base salary of all remaining employees globally, excluding our CEO, who were employed by us on October 1, 2020. We annualized the base salary of all permanent employees who were hired in 2020,PAY RATIO In 2022, we compared CEO pay to that of our median employee. To identify our median employee, we first excluded all 5,378 employees who are employed in Bolivia (190), Egypt (363), Honduras (49), Kazakhstan (164), Malaysia (1,711), Pakistan (1,445), and Philippines (1,456), representing less than 5% of our global workforce of 115,243 employees as of October 1, 20221. We then examined the 2022 base salary of all remaining employees globally, excluding our CEO, who were employed by us on October 1, 2022. We annualized the base salary of all permanent employees who were hired in 2022, but did not work for the entire year. The base salary for employees outside of the U.S. was converted to U.S. dollars. After identifying the median employee, we collected annual total compensation for this employee using the same methodology we use for our named executive officers as disclosed in the Summary Compensation Table on page 53 and then added the cost of medical and dental benefits ($13,761) in the calculation of annual total compensation for the median employee and CEO. The annual total compensation of our median employee was $101,360, resulting in a ratio of 214:1. The above ratio and annual total compensation amount are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. 1 Total U.S. employees: 36,865; total non-U.S. employees: 78,378. PAY VERSUS PERFORMANCE The following table presents the Company’s pay versus performance disclosure as required by the SEC. The “Compensation Actually Paid” portions of this table are calculated in accordance with SEC rules and include certain amounts that were not received during the respective fiscal year and may not be received in the future. The section of the proxy statement captioned, “Compensation Discussion and Analysis—Basis for Compensation Decisions” describes how the Compensation Committee links pay to performance.                                 Value of Initial Fixed $100 Investment Based On: (6)         Year(1)       Summary Compensation Table Total for Ford(2)       Summary Compensation Table Total for White(2)       Compensation Actually Paid to Ford(3)         Compensation Actually Paid to White(4)       Average Summary Compensation Table Total for Non-PEO NEOs(2)       Average Compensation Actually Paid to Non-PEO NEOs(5)         Total Shareholder Return       Peer Group Total Shareholder Return(7)       Net Income (in millions)       Adjusted Diluted EPS(8) 2022   $21,722,152   N/A      $ 8,014,859     N/A   $7,402,414         $ 2,903,667     $133   $140   $6,933   $5.34 2021   $24,914,886   N/A   $ 43,342,034     N/A   $9,267,772   $ 20,389,311     $167   $143   $7,071   $5.21 2020   $20,450,586   $19,828,384   $ 29,075,377     $38,385,988   $6,902,127   $ 10,929,581     $128   $113   $4,495   $3.65 (1) The Principal Executive Officer (“PEO”) and named officers for the applicable years were as follows: ● 2022: Robert B. Ford served as the Company’s PEO for the entirety of 2022. The Company’s other named officers for 2022 were: Robert E. Funck, Jr.; Hubert L. Allen; Daniel G. Salvadori; and Andrea F. Wainer. ● 2021: Robert B. Ford served as the Company’s PEO for the entirety of 2021. The Company’s other named officers for 2021 were: Robert E. Funck, Jr.; Hubert L. Allen; Daniel G. Salvadori; Andrea F. Wainer; and Miles D. White. ● 2020: Mr. Ford served as President and Chief Operating Officer until his appointment to President and Chief Executive Officer (PEO), effective March 31, 2020, and Mr. White served as Chairman and Chief Executive Officer (PEO) prior to Mr. Ford’s March 31, 2020 appointment. The Company’s other named officers for 2020 were: Robert E. Funck, Jr.; Hubert L. Allen; John F. Ginascol; Daniel G. Salvadori; and Brian B. Yoor. 66 Table of Contents (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table on page 63 and then addedfor the cost of medical and dental benefits ($12,619)applicable year in which the named officer served as PEO in the calculationcase of annualMessrs. Ford and White and (ii) the average of the total compensation reported in the Summary Compensation Table for the median employeeapplicable year for the Company’s named officers other than the individual serving as PEO for all or a portion of such years. (3) Amounts reported in this column are based on total compensation reported for Mr. Ford in the Summary Compensation Table for the indicated fiscal years and CEO. Robertadjusted as shown in the table below.       Ford           2022       2021       2020   Summary Compensation Table - Total Compensation(a)   $21,722,152   $24,914,886   $20,450,586 - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b)   0   (2,429,795)   (3,901,036) + Service Costs Under Defined Benefit and Actuarial Pension Plans(c)   551,654   482,954   261,019 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(d)   (17,399,594)   (17,379,272)   (11,248,988) + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(e)   16,976,728   22,729,219   18,590,594 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(f)   (7,581,367)   10,936,340   4,960,074 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g)   (6,515,228)   3,865,474   (185,168) + Dividends paid on equity awards(h)   260,514   222,228   148,296 = Compensation Actually Paid   $8,014,859   $43,342,034   $29,075,377 (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate change in the actuarial present value of Mr. Ford’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (c) Represents the sum of the actuarial present value of Mr. Ford’s benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (d) Represents the aggregate grant date fair value of option awards and stock awards granted to Mr. Ford became Abbott's CEO on March 31, 2020. Inreported in the Summary Compensation Table during the indicated fiscal year, computed in accordance with SEC rules,the Company’s methodology used for financial reporting purposes. (e) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Ford’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in determining our CEO annualaccordance with the Company’s methodology used for financial reporting purposes. (f) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards granted in prior fiscal years and held by Mr. Ford as of the last day of the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (g) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by Mr. Ford that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (h) Represents the aggregate value of dividends paid on outstanding and unvested stock awards. 67 Table of Contents (4) Amounts reported in this column are based on total compensation reported for Mr. White in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below. Mr. White was a named officer in 2021, and his 2021 compensation is included in the average compensation reported for the Company’s other named officers, as described in footnote 5 below. White 2020 Summary Compensation Table - Total Compensation(a) $19,828,384 - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) (1,028,610) + Service Costs Under Defined Benefit and Actuarial Pension Plans(c) 0 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(d) (11,998,931) + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(e) 19,829,982 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(f) 11,882,907 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) (395,379) + Dividends paid on equity awards(h) 267,635 = Compensation Actually Paid $38,385,988 (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate change in the actuarial present value of Mr. White’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (c) Represents the sum of the actuarial present value of Mr. White’s benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (d) Represents the aggregate grant date fair value of option awards and stock awards granted to Mr. White reported in the Summary Compensation Table during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (e) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. White’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (f) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards granted in prior fiscal years and held by Mr. White as of the last day of the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (g) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by Mr. White that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (h) Represents the aggregate value of dividends paid on outstanding and unvested stock awards. 68 Table of Contents (5) Amounts reported in this calculation, we annualized Mr. Ford's base salary, company matching contributions, and pension accruals, which resulted in 2020 total CEO compensation of $20,639,568. The annualcolumn are based on the average total compensation reported for the Company’s named officers other than the individuals serving as PEO in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:       Other NEOs Average(a)           2022       2021       2020   Summary Compensation Table - Total Compensation(b)   $7,402,414   $9,267,772   $6,902,127 - Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(c)   0   (503,651)   (1,590,997) + Service Costs Under Defined Benefit and Actuarial Pension Plans(d)   290,245   263,706   214,361 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(e)   (5,406,145)   (6,156,884)   (3,551,089) + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(f)   5,274,761   8,052,203   5,868,700 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(g)   (2,269,110)   6,303,872   3,066,178 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(h)   (2,469,621)   3,050,194   (51,351) + Dividends paid on equity awards(i)   81,123   112,099   71,652 = Compensation Actually Paid   $2,903,667   $20,389,311   $10,929,581 (a) Please see footnote 1 for the named officers included in the average for each indicated fiscal year. Mr. White was a named officer in 2021, and his 2021 compensation is included in the average compensation reported in this table for 2021. (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named officers in the indicated fiscal year. (c) Represents the average aggregate change in the actuarial present value of our median employeethe reported named officers accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (d) Represents the average sum of the actuarial present value of the reported named officers benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (e) Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported named officers reported in the Summary Compensation Table during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (f) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named officers outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (g) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards granted in prior fiscal years and held by the reported named officers as of the last day of the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (h) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by the reported named officers that was $77,594, resultinggranted in a ratioprior fiscal year and which vested during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (i) Represents the average aggregate value of 266:1. The above ratiodividends paid on outstanding and annual total compensation amount are reasonable estimates that have been calculated using methodologies and assumptions permittedunvested stock awards held by SEC rules. 1 Total U.S. employees: 33,743; total non-U.S. employees: 74,532. ​ 80       ​ Table of Contents RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS (ITEM 2 ON PROXY CARD) Abbott's By-Laws provide that the Audit Committee shall appoint annually a firm of independent registered public accountantsreported named officers during the indicated fiscal year. (6) Pursuant to serve as auditors. In October 2020, the Audit Committee appointed Ernst & Young LLP to act as auditors for 2021. Ernst & Young LLP has served as Abbott's auditors since 2014. Although the Audit Committee has sole authority to appoint auditors, it would like to know the opinionrules of the shareholders regarding its appointment of Ernst & Young LLP as auditors for 2021. For this reason, shareholders are being asked to ratify this appointment. IfSEC, the shareholders do not ratify the appointment of Ernst & Young LLP as auditors for 2021, the Audit Committee will take that fact into consideration, but may, nevertheless, continue to retain Ernst & Young LLP. The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as auditors for 2021. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions. AUDIT FEES AND NON-AUDIT FEES The following table presents fees for professional audit services by Ernst & Young LLP for the audit of Abbott's annual financial statements for the years ended December 31, 2020 andcomparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (7) The TSR Peer Group consists of the Standard & Poor’s 500 Health Care Index, an independently prepared index that includes companies in the healthcare industry. 69 Table of Contents (8) Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items, such as intangible amortization expense and fees billedvarious other costs including expenses related to restructuring actions or business acquisitions. As noted in the CD&A, for 2022, the Compensation Committee determined that Adjusted Diluted EPS continues to be viewed as a core driver of the Company’s performance and shareholder value creation. We believe the compensation paid, calculated in accordance with SEC disclosure rules, in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the compensation paid fluctuated year-over-year. However, these relationships are primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual incentive plan and our LTI plan, including our TSR and Adjusted Diluted EPS performance. The section of the proxy statement captioned, “Compensation Discussion and Analysis—Basis for Compensation Decisions” describes in greater detail the Compensation Committee’s emphasis on “pay-for-performance”. The relationship between compensation paid and the pay of our NEOs is described below: - Relationship Between Compensation Paid to the PEO and Average Other Named Officers and the Company’s Cumulative TSR – In 2021, the compensation paid to Mr. Ford and the other services renderednamed officers increased by Ernst & Young49% and 87%, respectively, compared to a TSR of 31%. In 2022, the compensation paid to Mr. Ford and the other named officers decreased by 82% and 86%, respectively, compared to a TSR of negative 21%. For 2020, the year in which Mr. Ford served as PEO for a portion of the year, the compensation paid to Mr. Ford was $29,075,377 compared to a TSR of 28%. For 2020, the year in which Mr. White served as PEO for a portion of the year, the compensation paid to Mr. White was $38,385,988 compared to a TSR of 28%. - Relationship Between Compensation Paid to the PEO and Average Other Named Officers and the Company’s Net Income – In 2021, the compensation paid to Mr. Ford and the other named officers increased by 49% and 87%, respectively, compared to a 57% increase in our net income. In 2022, the compensation paid to Mr. Ford and the other named officers decreased by 82% and 86%, respectively, compared to a 2.0% decrease in our net income. For 2020, the year in which Mr. Ford served as PEO for a portion of the year, the compensation paid to Mr. Ford was $29,075,377 compared to our net income of $4.495 billion. For 2020, the year in which Mr. White served as PEO for a portion of the year, the compensation paid to Mr. White was $38,385,988 compared to our net income of $4.495 billion. - Relationship Between Compensation Paid to the PEO and Average Other Named Officers and the Company’s Adjusted Diluted EPS Performance – In 2021, the compensation paid to Mr. Ford and the other named officers increased by 49% and 87%, respectively, compared to a 43% increase in our Adjusted Diluted EPS, as calculated per footnote 8 above. In 2022, the compensation paid to Mr. Ford and the other named officers decreased by 82% and 86%, respectively, compared to a 2.5% increase in our Adjusted Diluted EPS, as calculated per footnote 8 above. For 2020, the year in which Mr. Ford served as PEO for a portion of the year, the compensation paid to Mr. Ford was $29,075,377 compared to our Adjusted Diluted EPS of $3.65, as calculated per footnote 8 above, over the same time horizon. For 2020, the year in which Mr. White served as PEO for a portion of the year, the compensation paid to Mr. White was $38,385,988 compared to our Adjusted Diluted EPS of $3.65, as calculated per footnote 8 above, over the same time horizon. - Relationship Between the Company’s TSR and the Peer Group TSR – The TSR for the peer group disclosed in footnote 7 of the table above decreased by 2% in 2022 and increased by 26% and 13% in 2021 and 2020, respectively as compared to the Company’s TSR which decreased by 21% in 2022 and increased by 31% and 28% during these periods.2021 and 2020, respectively. Our compensation program is linked directly to our business strategy, to help focus participants on those activities that drive our business strategy and create value for shareholders. The following list includes the most important performance measures used to link the compensation of our named officers for the most recently completed fiscal year to Company performance and business strategy. Please see page 34 of the CD&A for additional detail. ​   ​   ​ 2020 ​ 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   Audit fees:(1)   $ 24,474,000   $ 23,960,000     ​   Audit related fees:(2)   ​ 1,158,000   ​ 1,029,000   ​   Tax fees:(3)     5,944,000     6,668,000     ​   All other fees:(4)   ​ 99,000   ​ 149,000   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   Total   $ 31,675,000   $ 31,806,000     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ● Sales ● Total Shareholder Return ● Diluted EPS ● Return on Equity ● Return on Assets ● Division Margin ● Free Cash Flow 70 Table of Contents RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS (ITEM 2 ON PROXY CARD) Abbott’s By-Laws provide that the Audit Committee shall appoint annually a firm of independent registered public accountants to serve as auditors. In October 2022, the Audit Committee appointed Ernst & Young LLP to act as auditors for 2023. Ernst & Young LLP has served as Abbott’s auditors since 2014. Although the Audit Committee has sole authority to appoint auditors, it would like to know the opinion of the shareholders regarding its appointment of Ernst & Young LLP as auditors for 2023. For this reason, shareholders are being asked to ratify this appointment. If the shareholders do not ratify the appointment of Ernst & Young LLP as auditors for 2023, the Audit Committee will take that fact into consideration, but may, nevertheless, continue to retain Ernst & Young LLP. The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as auditors for 2023. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions. AUDIT FEES AND NON-AUDIT FEES The following table presents fees for professional audit services by Ernst & Young LLP for the audit of Abbott’s annual financial statements for the years ended December 31, 2022 and December 31, 2021 and fees billed for other services rendered by Ernst & Young during these periods.         2022        2021   Audit fees:(1)   $ 25,246,000     $ 24,709,000   Audit related fees:(2)     1,587,000       1,615,000   Tax fees:(3)     6,916,000       6,216,000   All other fees:(4)     220,000       91,000   Total   $ 33,969,000     $ 32,631,000   (1) Audit fees include amounts billed or to be billed for professional services rendered for the audit of Abbott'sAbbott’s annual financial statements, the review of Abbott'sAbbott’s financial statements included in Abbott'sAbbott’s quarterly reports, and the audits of Abbott'sAbbott’s internal control over financial reporting, statutory and subsidiary audits, the review of documents filed with the Securities and Exchange Commission, and certain accounting consultations in connection with the audits. (2) Audit related fees include: accounting consultations and audits in connection with proposed acquisitions and divestitures, andinclude audits of certain employee benefit plans'plans’ financial statements. statements and assurance reports related to certain information technology systems. (3) Tax fees consist principally of professional services rendered for tax compliance and tax planning and advice including assistance with tax audits and appeals, and tax advice related to mergers and acquisitions. appeals. (4) All other fees include regulatory and technical education services, participation in industry surveys, and a required compliance assessment associated with Abbott'sAbbott’s hosting of certain health data.​ 71 Table of Contents 81 Table of Contents POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF THE INDEPENDENT AUDITOR The Audit Committee has established policies and procedures to pre-approve all audit and permissible non audit services performed by the independent auditor and its related affiliates. Prior to engagement of the independent registered public accounting firm for the next year’s audit, management will submit a schedule of all proposed services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. REPORT OF THE INDEPENDENT AUDITOR AUDIT COMMITTEE Management is responsible for Abbott’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee reviews these processes on behalf of the Board of Directors. In this context, the Audit Committee has reviewed and discussed the audited financial statements contained in the 2022 Annual Report on Form 10-K with Abbott’s management and its independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee has also considered whether the provision of the services described on page 71 under the caption “Audit Fees and Non-Audit Fees” is compatible with maintaining the independence of the independent registered public accounting firm. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Abbott’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission. Audit Committee N. McKinstry, Chair P. Gonzalez M. A. Kumbier M. F. Roman J. G. Stratton G. F. Tilton The Audit Committee has established policies and procedures to pre-approve all audit and permissible non-audit services performed by the independent auditor and its related affiliates. Prior to engagement of the independent registered public accounting firm for the next year's audit, management will submit a schedule of all proposed services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. REPORT OF THE AUDIT COMMITTEE 72 Management is responsible for Abbott's internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee reviews these processes on behalf of the Board of Directors. In this context, the Audit Committee has reviewed and discussed the audited financial statements contained in the 2020 Annual Report on Form 10-K with Abbott's management and its independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm's independence. The Audit Committee has also considered whether the provision of the services described on page 81 under the caption "Audit Fees and Non-Audit Fees" is compatible with maintaining the independence of the independent registered public accounting firm. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Abbott's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission. Audit Committee E. M. Liddy, Chair M. A. Kumbier N. McKinstry J. G. Stratton G. F. Tilton ​ 82       ​ Table of Contents SAY ON PAY—AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION (ITEM 3 ON PROXY CARD) Shareholders are being asked to approve the compensation of Abbott's named officers, as disclosed under Securities and Exchange Commission rules, including the Compensation Discussion and Analysis, the compensation tables, and related material included in this proxy statement. Abbott's sustained strong performance has resulted in total shareholder return (TSR) significantly exceeding the peer median and major market indices on a one-, three-, and five-year basis. Abbott's three-year TSR of 101.7% is more than twice that of the peer group median and the broader Standard & Poor's 500 (S&P 500) and more than three times that of the Dow Jones Industrial Average (DJIA) market index. These consistent above-market returns are driven by the strength of our diversified business model with leadership positions in some of the largest and fastest growing markets in healthcare and innovative product portfolios across our businesses. Abbott delivered strong returns for shareholders in 2020, despite the global market challenges from COVID-19, and achieved or exceeded the financial targets that were set before the pandemic in January 2020. Abbott's one-year TSR was 28.0%, more than three times the peer median TSR, and significantly above major market indices, a testament to the strength of our diversified business model and ability to innovate and deliver in this challenging environment. Table of Contents SAY ON PAY—AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION (ITEM 3 ON PROXY CARD) Shareholders are being asked to approve the compensation of Abbott’s named officers, as disclosed under Securities and Exchange Commission rules, including the Compensation Discussion and Analysis, the compensation tables, and related material included in this proxy statement. Abbott’s sustained strong performance has resulted in total shareholder return (TSR) exceeding the peer median and major market indices on a three and five-year basis. Abbott’s three-year TSR of 33% outpaced the peer group median, and Abbott’s five-year TSR of 109% is nearly twice that of the peer median. These consistent top-tier returns are driven by strong execution, an effective governance structure, and the strength of our diversified business model with leadership positions in some of the largest and fastest growing markets in healthcare and innovative product portfolios across our businesses.   In addition to delivering significant shareholder returns, Abbott continued to take important steps to position the Company for long-term, sustainable growth. • Achieved ROBUST INNOVATION PIPELINE ●  Steady stream of important product approvals in 2020 across our businesses that will be significant contributors to growth in the coming years. • INVESTING FOR FUTURE GROWTH ●  Increased manufacturing scale and capabilities across several important products, including significant investmentproducts. ●  Nearly $1.8 billion invested in internal capital projects in the past year. SHAREHOLDER RETURNS ●  Since the start of the COVID-19 diagnostic test capacity to help meet immediate global testing needs and further accelerate Abbott's leadership positionpandemic in diagnostic testing. • Returned $2.62020, returned nearly $15 billion to shareholders throughin dividends in 2020 and announced a 25% increase to the dividend payable in 2021, demonstrating Abbott's financial strength and commitment to shareholder returns. • Launched our 2030 Sustainability Plan focused on Abbott's greatest opportunities to make an impact: creating new life-changing technologies and products, expanding the access and affordability of this innovation, and breaking down barriers that prevent people from getting the care they need. share buybacks. Our compensation program is market-based and produces outcomes that directly link to both Company and officer performance. The vast majority of compensation for our executive officers is performance-based and objectively determined. Long Term Incentives (LTI), which comprise the largest percentage of compensation for our executive officers, are directly linked to shareholder returns. Our annual incentive plan links officer compensation to the metrics which ensure financial success for the short-term and position the Company for growth in the future as well. The Compensation Committee, with the counsel of its independent consultant, concluded that the compensation reported herein was earned and appropriate. The specific details of the executive compensation program and compensation paid to the named executive officers are described on pages 33 through 60 73 Table of Contents The Compensation Committee, with the counsel of its independent consultant, concluded that the compensation reported herein was earned and appropriate. The specific details of the executive compensation program and compensation paid to the named executive officers are described on pages 27 through 50 of this proxy statement. While this vote is advisory and non-binding, the Board of Directors and Compensation Committee value the opinion of the shareholders and will review the voting results and take into account the results and our ongoing dialogue with shareholders when future compensation decisions are made. Accordingly, the Board of Directors recommends that you vote FOR the approval of the named officers’ compensation. SAY WHEN ON PAY—AN ADVISORY VOTE ON THE APPROVAL OF THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION (ITEM 4 ON PROXY CARD) Shareholders are being asked to vote on how often Abbott should present shareholders with the opportunity to vote on the compensation awarded to its named officers. Abbott believes that an annual vote is most appropriate. You may vote to have this vote held annually, every two years, or every three years, or you may abstain. The vote is advisory and non-binding. The compensation committee will consider the outcome, along with other relevant factors, in recommending a voting frequency to the board of directors. Accordingly, the Board of Directors recommends that you vote FOR an ANNUAL (1 YEAR) shareholder advisory vote about compensation awarded to Abbott’s named officers. ​ 74 Table of Contents SHAREHOLDER PROPOSALS Four shareholder proposals have been received and will be voted upon at the annual meeting only if properly presented by or on behalf of the proponent. Abbott is advised that the proposals will be presented for action at the Annual Meeting. The proposed resolutions and the statements made in support thereof, as well as the Board of Directors’ statements in opposition to the proposals, are presented on the following pages. The Board of Directors recommends that you vote AGAINST the proposals.83 Table of Contents While this vote is advisory and non-binding, the Board of Directors and Compensation Committee value the opinion of the shareholders and will review the voting results and take into account the results and our ongoing dialogue with shareholders when future compensation decisions are made. Accordingly, the Board of Directors recommends that you vote FOR the approval of the named officers' compensation. ​ 84       ​ Table of Contents APPROVAL AND ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION TO ELIMINATE STATUTORY SUPERMAJORITY VOTING STANDARDS (ITEM 4 ON PROXY CARD) Shareholders are being asked to approve and adopt amendments to Abbott's Articles of Incorporation (the "Articles") to replace and supersede certain supermajority voting standards set forth in the Illinois Business Corporation Act (the "IBCA") with majority voting standards. The proposed amendments to be approved by the shareholders are set forth in Items 4(a) and 4(b) below (each, a "Proposed Amendment"), and will be voted on separately. Approval and adoption of one Proposed Amendment is not conditioned upon approval and adoption of the other Proposed Amendment. PROPOSED AMENDMENTS At the 2020 Annual Meeting, shareholders approved a shareholder proposal requesting that each provision in Abbott's governing documents requiring a two-thirds vote of outstanding shares under the IBCA be replaced by a majority vote of outstanding shares. As discussed below, under the IBCA, approval by at least two-thirds of the shares entitled to vote on a matter is required to amend the Articles and to approve certain extraordinary transactions. After consideration of shareholder input, including the approved shareholder proposal in 2020, the Board is recommending that shareholders approve and adopt the Proposed Amendments to supersede and replace the relevant IBCA supermajority voting standards with majority voting standards. Item 4(a): Implement Majority Voting Standard for Amendments of the Articles of Incorporation and Effect Other Ministerial Changes Currently, the Articles do not specify a voting standard for amendments to the Articles. As a result, the vote required to amend the Articles is determined by the provisions of the IBCA. Section 10.20 of the IBCA provides that an amendment of a corporation's articles of incorporation requires the affirmative vote of at least two-thirds of the votes of outstanding shares, and that this voting standard may be superseded in the corporation's articles of incorporation by a smaller requirement of not less than a majority of outstanding shares. Item 4(a) proposes to amend the Articles, by adding a new Article R-X, to provide that any amendment to the Articles subject to a vote of the shareholders under Section 10.20 of the IBCA shall require the affirmative vote of at least a majority of outstanding shares entitled to vote on such proposed amendment. The voting standard set forth in Article R-X, if adopted, would supersede the two-thirds voting standard set forth in Section 10.20 of the IBCA. Item 4(a) also proposes ministerial changes to the Articles to (i) update the name and address of Abbott's registered agent (Article R-II), (ii) update the capitalization of Abbott and remove references to a previous stock split (Article R-VII), and (iii) remove references to a prior restatement of the Articles (Article R-VIII). Item 4(b): Implement Majority Voting standard for Certain Extraordinary Transactions Currently, the Articles do not specify a voting standard for the following transactions: • A proposed plan of merger, consolidation or exchange, • A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of the corporation, if not made in the usual and regular course of its business, and • A voluntary dissolution of the corporation. As a result, the vote required for such transactions is determined by the relevant provisions of the IBCA. The IBCA provides that each such transaction requires the affirmative vote of at least two-thirds of the votes of the shares entitled to vote on the transaction. The IBCA also provides that this voting standard may be superseded in each case, in the corporation's articles of incorporation, by a smaller requirement of not less than a majority of outstanding shares. Item 4(b) proposes to amend the Articles, by adding a new Article R-XI, to provide that each of the above transactions subject to a vote of the shareholders under the corresponding section of the IBCA shall require the affirmative vote of at least a majority of outstanding shares entitled to vote on such transaction. The voting ​ 85 Table of Contents standard set forth in Article R-XI, if adopted, would supersede the two-thirds voting standard set forth in the IBCA for each of the above described transactions. VOTE REQUIRED The affirmative vote of the holders of at least two-thirds of the vote of the outstanding Abbott common shares is required to approve each of Item 4(a) and Item 4(b). Abstentions and broker non-votes, if any, have the same effect as votes against these Items. ADDITIONAL INFORMATION The full text of the amended and restated Articles implementing the Proposed Amendments is set forth in Exhibit B. Additions and deletions implementing the Proposed Amendments are indicated, respectively, by underlining and strike-outs. The general description of the Proposed Amendments set forth above is qualified in its entirety by reference to the amended and restated Articles implementing the Proposed Amendments, which is attached as Exhibit B. If shareholders approve either of the Proposed Amendments by the requisite vote, Abbott will file Articles of Amendment with the Secretary of State of the State of Illinois to implement each of the Proposed Amendments that was approved and restate the Articles, as amended by each Proposed Amendment that was approved, in its entirety. Each Proposed Amendment that was approved will become effective upon the filing of the Articles of Amendment by the Secretary of State of the State of Illinois. For any Proposed Amendment that does not receive the requisite vote, that Proposed Amendment will not be implemented and the respective IBCA voting standard or provision in the Articles (in the case of Item 4(a)) will remain in place. The Board of Directors recommends that you vote FOR the approval of the proposed amendments to Abbott's Articles of Incorporation. ​ 86       ​ Table of Contents SHAREHOLDER PROPOSALS INTRODUCTION Three shareholder proposals have been received and will be voted upon at the annual meeting only if properly presented by or on behalf of the proponent. Abbott is advised that the proposals will be presented for action at the Annual Meeting. The proposed resolutions and the statements made in support thereof, as well as the Board of Directors' statements in opposition to the proposals, are presented on the following pages. The Board of Directors recommends that you vote AGAINST the proposals. ​ 87 ​ Table of Contents THE PROPOSALS Shareholder Proposal on Lobbying Disclosure Special Shareholder Meeting Threshold (Item 5 on Proxy Card) The Unitarian Universalist Association, 24 Farnsworth Street, Boston, Massachusetts 02210, has informed Abbott that it John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, has informed Abbott that he intends to present the following proposal at the Annual Meeting and that he owns in excess of 50 Abbott common shares. PROPONENT’S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL Special Shareholder Meeting Improvement - Proposal 5   Shareholders ask our Board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. One of the main purposes of this proposal is to give all shareholders the right to formally participate in calling for a special shareholder meeting regardless of length of stock ownership to the fullest extent possible. Currently it takes a theoretical 20% of all shares outstanding to call for a special shareholder meeting. This theoretical 20% of all shares outstanding translates into 26% of the shares that vote at our annual meeting. It would be hopeless to expect than the shares that do not have the time to vote would have the time for the intricate procedural steps to call for a special shareholder meeting. Then it appears that all the shares that are held in street name are 100% disqualified from participating in the calling of a special shareholder meeting. If 50% of Abbott shares are held in street name then it would take 52% of the shares that vote at the annual meeting (26% times 2) to call for a special shareholder meeting. Thus a theoretical 20% figure to call for special meeting translates into an almost impossible 52% figure which is like have no right at all to call for a special shareholder meeting. This proposal topic won 47%-support at the 2022 Abbott Laboratories annual meeting. This is in spite of the fact that the 2022 proposal did not point out that street name shareholders are excluded from formally participating in calling for a special shareholder meeting at Abbott Laboratories. 75 Table of Contents A more reasonable shareholder right to call for a special shareholder meeting could be used to elect a new director. It could also be an incentive for our directors to take their jobs more seriously. The following directors received a substantial number of against votes at our 2022 annual meeting: Nancy McKinstry 312 million negative Audit Committee Chair William Osborn 107 million negative Governance Committee Chair John Stratton 102 million negative Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management. Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a realistic Plan B option of calling a special shareholder meeting. Please vote yes: Special Shareholder Meeting Improvement - Proposal 5 76 Table of Contents BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL ON SPECIAL SHAREHOLDER MEETING THRESHOLD (Item 5 on Proxy Card) The Board of Directors recommends that you vote AGAINST the proposal. The Proponent requests that the Board of Directors (the “Board”) amend the Company’s governing documents to permit holders of a combined 10% of the Company’s outstanding common stock to call a special meeting of the Company’s shareholders. Based upon advice and a legal opinion received by external legal counsel, the Board believes that lowering the Special Meeting threshold would cause Abbott to violate Illinois law. Abbott is an Illinois corporation subject to the Illinois Business Corporation Act (“Act”). The IBCA states that: “special meetings of the shareholders may be called . . . by the holders of not less than one-fifth of all the outstanding shares entitled to vote on the matter . . .”1 Stated in this manner, one-fifth of shares is a minimum requirement, and corporations organized under Illinois law lack the authority to establish a lower threshold. Abbott’s current threshold for calling a special meeting is 20%.2 Accordingly, the Proposal, if implemented, would cause Abbott to violate Illinois law. Regardless, Abbott’s Board believes 20% is the appropriate place to set the line to avoid waste or expense of corporate resources in addressing narrowly supported concerns. The ability to convene a special meeting carries with it the power to impose potentially significant costs on the Company and divert attention of Abbott’s Board, its officers, and its employees from the Company’s business objectives. Further, it is worth noting that most S&P 500 companies either require a higher threshold – at least 25% of outstanding shares – to call a special meeting or do not provide this right at all to their shareholders. A “special” meeting is, by its nature, an extraordinary event that should be called rarely and regarding only time-sensitive, extraordinary issues that cannot be postponed until the next annual meeting. Finally, Abbott’s shareholders have numerous avenues through which they may express concerns on important issues. Abbott’s annual meeting provides its shareholders with a regular, predictable opportunity to weigh in on its directors and other matters of importance to shareholders – ensuring shareholders’ ability to exert this critical influence at least once a year. Abbott’s directors serve one-year terms and stand for re-election at the annual meeting where they must be elected by a majority vote in an uncontested election. In addition, shareholders may submit proposals for inclusion in the company’s proxy statement, nominate directors for election, and submit questions during the annual meeting. For these reasons, the Board of Directors recommends that Abbott’s shareholders vote AGAINST this proposal. 1 805 ILCS 5/7.05 (emphasis added) 2 Article II, Section 2 of Abbott’s By-Laws 77 Table of Contents Shareholder Proposal on Independent Board Chairman (Item 6 on Proxy Card) Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, New York 11021, has informed Abbott that he intends to present the following proposal at the Annual Meeting and that he owns no less than 500 Abbott common shares. PROPONENT’S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL Independent Board Chairman - Proposal 6   Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an expedited basis. Although it is best practice to adopt this proposal soon this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. This proposal topic won 33%-support at our 2021 annual meeting. This 33%-support likely represented 40+%-support form the shares that have access to independent proxy voting advice. Abbott Laboratories is Exhibit A in why the Lead Director role is a poor alternative to an independent Board Chairman. Our Lead Director, Mr. William Osborn violates the most important attribute of a Lead Director - independence. As director tenure goes up director independence goes down. Mr. Osborn has 15-years Abbott Laboratories director tenure. Mr. Osborn’s long tenure makes him a prime candidate to retire especially since he is age 75. Mr. Osborn also received the second highest number of against votes for an Abbott Laboratories director in 2022. It is time for a change given that our stock was at $140 in December 2021. Perhaps there should be a rule against a person who has been a CEO and a Chairman being named as Lead Director. Mr. Osborn had 12-years in the dual jobs of CEO and Chairman. Past and present holders of both jobs at the same time would seem to have a special affinity with each other which is inconsistent with the oversight role of a Lead Director. With the current CEO serving as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman. A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of his lead director duties to the CEO office and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on. Please vote yes: Independent Board Chairman - Proposal 6 78 Table of Contents BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN (Item 6 on Proxy Card) The Board of Directors recommends that you vote AGAINST the proposal. Abbott’s Board believes that the Board is in the best position to determine its structure in light of circumstances at a given moment and mindful of its obligations to ensure accountability and provide sufficient oversight of the management of the company while at the same time maximizing return to shareholders. Abbott has a highly qualified board with broad experience, backgrounds and skills. The Board consists of former and current leaders from business, medicine, academics, and public service who combined have decades of corporate board and other experience and are capable to oversee the management of the company. At present, the Board believes that the current structure is in the best interests of Abbott and its shareholders, as it provides cohesive leadership and direction for the Board and executive management, as well as clear accountability. The leadership of the Chair is balanced by a fully independent board which is organized in a manner that has and will continue to provide effective oversight. Abbott’s current board structure and corporate governance practices provide strong independent oversight of a combined Chair and CEO. As detailed in the 2023 Proxy Statement, apart from the Chair and CEO, Abbott’s Board is composed entirely of independent directors who are elected by shareholders annually. These independent directors comprise the Board’s principal committees – Audit, Compensation, Nominations and Governance, and Public Policy – and oversee key matters such as the integrity of Abbott’s financial statements, executive compensation, the nomination of directors, the selection of independent auditors, oversight of regulatory compliance, the evaluations of the Board and each of its members, including the Chair and CEO, and the evaluation of the CEO’s performance objectives. The Proponent states that having a combined Chair and CEO gives up the “substantial check and balance safeguard” that can only occur with an Independent Chair. The proponent also suggests that the Lead Independent Director might not perform his/her function, a fact that could also be true of an Independent Chair. The Proponent’s arguments miss the mark. Instead, it is the overall independence of the board that is the key to ensuring appropriate oversight. Abbott’s Board leadership consists of: ● A Lead Independent Director who is selected by and from the independent members of the Board. Created by the Board in 2005, the Lead Independent Director position has significant authority and responsibilities.As detailed in this Proxy, the Lead Independent Director presides at regularly conducted executive sessions of the independent directors and provides feedback to the Chair and CEO and other senior management. The Lead Independent Director also communicates regularly with the Chair and CEO regarding appropriate agenda topics and other Board related matters; confers with the Nominations and Governance Committee and the Chair and CEO regarding management succession planning; leads the annual performance reviews of individual directors, the full Board, and each of its Committees as well as overseeing the process for identifying and evaluating director candidates. Also, the Lead Independent Director consults and engages with major shareholders as necessary. ● Fully independent committees, which engage with management to review and discuss the strategic planning for Abbott’s businesses, including operating and financial plans, strategic business priorities and key risks and opportunities. The independent directors spend significant time with Abbott’s senior management to understand global dynamics, challenges, and opportunities. ● Executive Sessions of the independent directors, led by the Lead Independent Director at each regularly scheduled Board meeting at the option of the independent directors. ● Annual Meetinganonymous evaluations of each director, including the Chair and that it owns 2,783 Abbott common shares.CEO, led by the Lead Independent Director, and conducted by all directors to provide further oversight. 79 Table of Contents The Board including the Lead Independent Director have repeatedly demonstrated independence from and oversight of management. In the last several years, the Board has strengthened its recoupment policy, increased targets for vesting of performance shares several times, adopted a share-retention policy, and increased share-ownership guidelines for executives and directors. Unquestionably, Abbott’s Board exercises independent oversight of the Chair and CEO and Abbott’s management. Abbott shareholders are best served by preserving the Board’s flexibility to determine the appropriate leadership structure for the Company. The Board regularly and carefully considers the merits of separating or combining the Chair and CEO positions, including whether an independent director should be chair. The Board believes that it should be able to select the leadership the Company needs to fit the moment. For these reasons, the Board of Directors recommends that Abbott’s shareholders vote AGAINST this proposal. 80 Table of Contents PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL Shareholder Proposal on Lobbying Disclosure (Item 7 on Proxy Card) The Province of Saint Joseph of the Capuchin Order and Proxy Impact, on behalf of Hilary E. Van Dusen, as co-filer, have informed Abbott that they intend to present the following proposal at the Annual Meeting. Abbott will provide the proponents’ addresses to any shareholder who requests such information and, if provided by the proponent to Abbott, the number of Abbott common shares held by that proponent. PROPONENT’S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL Whereas, we believe in full disclosure of Abbott’s lobbying activities and expenditures to assess whether Abbott’s lobbying is consistent with its expressed goals and stockholder interests. Resolved, the stockholders of Abbott request the preparation of a report, updated annually, disclosing: Whereas, we believe in full disclosure of Abbott Laboratories' ("Abbott") direct and indirect lobbying activities and expenditures to assess whether Abbott's lobbying is consistent with its expressed goals and in the best interests of stockholders. Resolved, the stockholders of Abbott request the preparation of a report, updated annually, disclosing: 1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2. Payments by Abbott used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3. Abbott's Abbott’s membership in and payments to any tax-exempt organization that writes and endorses model legislation. 4. Description of management'smanagement’s decision-making process and the Board'sBoard’s oversight for making payments described in sectionsections 2 above. For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying"3 above. For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Abbott is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Public Policy Committee and posted on Abbott’s website. Supporting Statement Abbott spent $46,140,000 from 2010 – 2021 on federal lobbying. This figure does not include state lobbying, where Abbott lobbied in at least 19 states in 2020 and spent $1,116,882 on lobbying in California from 2010 – 2021. Abbott fails to disclose its payments to trade associations and social welfare organizations, or the amounts used for lobbying, to stockholders. Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”1 Abbott belongs to the Business Roundtable, National Association of Manufacturers (NAM) and Chamber Commerce, which together spent $110,830,000 on lobbying for 2021. Abbott also supports social welfare groups like the Alliance for Aging Research, which lobbies and ran Facebook ads opposing drug pricing legislation,2 and Caregivers Voice United, which backed a secret letter campaign in Oregon.3 We are concerned Abbott’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, Abbott and its trade association Infant Nutrition Council of America have attracted scrutiny for lobbying to weaken bacteria safety testing for baby formula.4 Abbott believes in addressing climate change, yet the Business Roundtable lobbied against the Inflation Reduction Act5 and the Chamber opposed the Paris climate accord. And while Abbott does not belong to the controversial American Legislative Exchange Council (ALEC), it is represented by its trade associations, as the Chamber and NAM each sit on its Private Enterprise Advisory Council. We urge Abbott to expand its lobbying disclosure. Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels. The report shall be presented to the Public Policy Committee and posted on Abbott's website. Supporting Statement Abbott spent $36,700,000 from 2010 – 2019 on federal lobbying. This figure does not include state lobbying, where Abbott also lobbies in 37 states 1 but disclosure is uneven or absent. For example, Abbott spent $896,284 on lobbying in California from 2010 – 2019. Abbott sits on the board of the Chamber of Commerce, which has spent over $1.6 billion on lobbying since 1998, and the boards of the Advanced Medical Technology Association and the Medical Device Manufacturers Association, which together spent $9,300,408 on lobbying for 2018 and 2019 and have drawn scrutiny for lobbying to weaken mandatory disclosure of medical device incidents. https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/. 2 Abbott does not disclose its payments to trade associations and social welfare organizations, or the amounts used for lobbying. 1 https://publicintegrity.org/state-politics/here-are-the-interests-lobbying-in-every-statehouse/ www.prwatch.org/news/2020/01/13525/ex-pharma-lobbyist-embedded-white-house-tanked-drug-pricing-bill-while-his-former. 23 https://www.nbcnews.com/health/health-care/medical-device-makers-spend-millions-lobbying-loosen-regs-d-c-n940351.​ 88       ​ Table of Contents We are concerned that Abbott's lack of lobbying disclosure presents significant reputational risk when its lobbying contradicts company public positions. For example, Abbott publicly supported COVID-19 relief efforts, but the Chamber directly lobbied against using the Defense Production Act for production of personal protective equipment for workers.3 Abbott supports the World Health Organization's goal of increasing breast-feeding rates, its lobbying on attracted scrutiny after the Trump administration blocked a World Health Organization resolution encouraging breastfeeding.www.seattletimes.com/nation-world/campaign-aims-to-derail-oregon-drug-pricing-bill/. 4 And Abbott drew attention and ultimately cut ties with one of its lobbyists over his controversial statements about Black Lives Matter. https://theintercept.com/2022/05/13/baby-formula-shortage-abbott-bacteria-safety-testing-lobbying/. 5 We believe the reputational damage stemming from these misalignments harms long-term value creation by Abbott. Thus, we urge Abbott to expand its lobbying disclosure. 3 https://corporatereformcoalition.org/chamber-dpa. 4 https://www.theatlantic.com/health/archive/2018/07/the-epic-battle-between-breast-milk-and-infant-formula-companies/564782/. 5 https://www.thedailybeast.com/trump-campaign-begins-paying-matt-schlapp-as-his-lobbying-clients-flee ​ www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable. 81 Table of Contents BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL ON LOBBYING DISCLOSURE (Item 7 on Proxy Card) The Board of Directors recommends that you vote AGAINST the proposal. Abbott is transparent about its lobbying activities and has enhanced its disclosures over the past several years. Preparing and maintaining the annual report this proposal requests would add cost and consume resources, but without increasing any shareholder value or transparency. The Board has received this same proposal over the past three years. Each time, shareholders have overwhelmingly voted against it. As the Board laid out last year, Abbott already provides transparency around the categories of disclosure sought by this proposal, enabling shareholders to assess whether Abbott has any undue corporate influence over initiatives with which they may disagree. Abbott’s political disclosure and accountability policies continue to be recognized as first tier among S&P 500 companies, according to the 2022 CPA-Zicklin Index of Corporate Political Disclosure and Accountability report.1 The categories of disclosure called for by this proposal continue to be publicly available and are updated semiannually. ● 89 ​ Table of Contents Board of Directors' Statement in Opposition to the Shareholder Proposal on Lobbying Disclosure (Item 5 on Proxy Card) The Board of Directors recommends that you vote AGAINST the proposal. This same proposal has come before Abbott's shareholders at least four times, most recently last year, when Abbott shareholders rejected it by more than 80%. Abbott was then and still is transparent about its lobbying activities. Preparing and maintaining the annual report this proposal requests would add cost and consume resources, but without increasing any shareholder value. Indeed, as the Board laid out last year, Abbott already provides transparency around the categories of disclosure sought by this proposal, enabling shareholders to assess whether Abbott has any undue corporate influence over initiatives with which its investors disagree. Further, Abbott's political disclosure and accountability policies continue to be recognized as top tier among S&P 500 companies.1 The categories of disclosure called for by this proposal continue to be publicly available and are updated semiannually. • Policies and Procedures Governing Lobbying.Abbott provides its policies and procedures governing lobbying year-round on its website. Last year, Abbott updated its website to enhance disclosures around lobbying including clarifying the scope of advocacy activities managed by its Vice President of Government Affairs and detailing how participation in trade associations and lobbying related expenditures are assessed and managed. Furthermore, Abbott has detailed how the Public Policy Committee of the Abbott Board of Directors is responsible for oversight of Abbott’s government affairs function and public policy issues that could affect Abbott’s business performance and public image. The Public Policy Committee reviews and evaluates Abbott’s governmental affairs and political participation, including advocacy priorities, political contributions, lobbying activities, and trade association memberships. (https://www.abbott. com/investors/governance/corporate-political-participation.html) Also, annually in Abbott’s Global Sustainability Report, the Company also discloses the key principles that guide its participation in politicalpublic policy engagement (including lobbying), the decision-making process surrounding that engagement, and advocacy activities, the decisionmaking process, and board oversight of those activities on its websiteby the Board, the Public Policy Committee, and annually in Abbott's Global Sustainability Report. • Abbott’s Vice President of U.S. Government Affairs. ● Payments Used for Lobbying.  In compliance withOn its website, Abbott provides disclosures (“LD-2”) from the Lobbying Disclosure Act, Abbott files a quarterly reportlast 8 quarters that disclosesshow the Company'sCompany’s total federal lobbying expenditures (paid directly and through trade associations), the name of any legislation, or its subject that was the topic of communication, the individuals who lobbied on behalf of Abbott, and the legislative body or executive branch contacted. That report can be foundAdditionally, on its website, Abbott provides links to the U.S. Senate Office of Public Records website or the U.S.US House of Representatives Office of Clerk website and the Clerk website.US Senate Office of Public records website where disclosures beyond the previous two years can be viewed by the public. Similarly, any indirect contribution (e.g.(e.g., payments for events honoring covered elected officials), is disclosed as part of mandatory filings available on the Senate's and House's website.same websites. Payments Abbott makes for outside lobbying services are disclosed by the outside firms as well and are also available and searchable on the same websites. For shareholder ease, links to these sites are 1 (2022-CPA-Zicklin-Index.pdf (politicalaccountability.net) 82 Table of Contents found on the Abbott website at (https://www.abbott.com/investors/governance/corporate-political-participation.html). These disclosures are reported quarterly in compliance with the lobbying disclosure website of both the Senate and the House of Representatives.Lobbying Disclosure Act. Regarding state activity, in states where Abbott has a registered lobbyist, reports are filed consistent with state law and are publicly available at the appropriate state agency or on the state'sstate’s public website. Abbott does not currently make direct expenditures toward grassroots lobbying communications to the general public. • Decisionmaking ● Decision-making and Oversight for Lobbying-Related Payments.  Abbott's decisionmakingAbbott’s decision-making and oversight process for lobbying-related payments is already available to Abbott'sAbbott’s shareholders. As described on Abbott'sAbbott’s website, its Government Affairs office is responsible for advocacy activities with Congress and the other branches of the federal government, andas well as at the state level.and local levels. This responsibility extends to all manner of public policy engagement, including advocacy priorities, political contributions, lobbying activities, and trade association memberships. These activities are managed by theAbbott’s Vice President of U.S. Government Affairs, who makes the decision regarding advocacy activities, in consultation with senior management of relevant business units. He then reports to senior management and annually to the Board'sBoard’s Public Policy Committee. • For additional information regarding Abbott’s Public Policy Committee, please refer to the Committee’s charter here: https://dam.abbott.com/en-us/ documents/pdfs/investors/Public-Policy-Committee-Charter.pdf, and page 23 of this proxy statement. ● Tax-Exempt, Lobbying Organizations.Abbott is a member of various U.S. trade organizations that engage in lobbying and other political activityactivities to championadvocate and protect Abbott, our industry, and the people who rely on our products to achieve goodbetter health. For years, Abbott's websiteAbbott has listed on its website the trade organizations to which Abbott pays a significant amount of dues of $50,000($50,000 or more. And, everymore), and each year, the Board'sBoard’s Public Policy Committee reviews a report of Abbott'sAbbott’s major trade association memberships, the amount of dues, and the amount used for lobbying. Abbott already discloses the information the shareholder seeks. Abbott already discloses substantially all the information the proposal seeks and is aligned with its peers in terms of reporting. Repeated reporting of existing disclosures would waste corporate resources and would not be in the best interests of Abbott or its shareholders. The Board recommends you vote AGAINST this proposal again. The Board of Directors recommends that Abbott’s shareholders vote AGAINST this proposal. 83 1 Center for Political Accountability, "2020 CPA-Zicklin Index of Corporate Political Disclosure and Accountability," pg. 42 (Oct. 13, 2020), https://politicalaccountability.net/hifi/files/2020-CPA-Zicklin-Index.pdf. ​ 90       ​ Table of Contents Table of Contents Shareholder Proposal on Report on Racial Justice Incentive Compensation (Item 68 on Proxy Card) The Shareholder Association for Research & Education, on behalf of HLB Investments ULC, 194 Delaware Avenue, Toronto, Ontario M6H 2T3, Canada, has informed Abbott that it intends to present the following proposal at the Annual Meeting and that HLB Investments ULC owns at least $2,500,000 in market value of Abbott common shares. PROPONENT’S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL RESOLVED that shareholders of Abbott Laboratories (“Abbott” or “the Company”) urge the Board of Directors to adopt a policy that no financial performance metric shall be adjusted to exclude Legal or Compliance Costs when evaluating performance for purposes of determining the amount or vesting of any senior executive Incentive Compensation award. “Legal or Compliance Costs” are expenses or charges associated with any investigation, litigation or enforcement action related to drug manufacturing, sales, marketing or distribution, including legal fees; amounts paid in fines, penalties or damages; and amounts paid in connection with monitoring required by any settlement or judgement of claims of the kind described above. “Incentive Compensation” is compensation paid pursuant to short-term and long-term incentive compensation plans and programs. The policy should be implemented in a way that does not violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan. The Board shall have discretion to modify the application of this policy in specific circumstances for reasonable exceptions and in that case shall provide a statement of explanation. Supporting Statement We support compensation arrangements that incentivize senior executives to drive growth while safeguarding company operations and reputation over the long-term. Abbott adjusts certain financial metrics when calculating progress for executive incentive compensation. While some adjustments may be appropriate, we believe senior executives should not be insulated from all legal costs as a matter of policy. These considerations are especially critical at Abbott given the risks it faces over its role in the nation’s opioid epidemic. The Investors for Opioid and Pharmaceutical Accountability (IOPA), a coalition of 67 investors with $4.2 trillion in assets under management has been engaging companies on this issue for several years. As shareholders bear the financial impacts of record- setting legal settlements related to inadequate assessment of how business decisions would impact the opioid crisis, the IOPA believes executives should similarly be accountable for the financial impacts of those decisions. However, Abbott’s default decision to exclude the impact of litigation from metrics originally designed to align executive pay with shareholder interests means executives know in advance their incentive pay will remain intact no matter how large the negative financial impact on shareholders. In response to discussions with the IOPA and other shareholders, AmerisourceBergen, Cardinal Health, and McKesson reduced CEO pay in light of opioid-related litigation settlements. While the IOPA views the amounts of the reductions as less than warranted, we applaud the decision to acknowledge that incentives matter, as do the approximately 700,000 lives lost due to opioid- related drug overdoses since 1999.1 We urge shareholders to vote for this proposal. 1 “The Drug Overdose Epidemic: Behind the Numbers.” Centers for Disease Control and Prevention,” June 1, 2022, available at: https://www.cdc.gov/opioids/data/index.html. 84 Table of Contents Handlery Hotels, Inc., 180 Geary Street, Suite 700, San Francisco, California 94108, has informed Abbott that it intends to present the following proposal at the annual meeting and that it owns 2,694 Abbott common shares. PROPONENT'SBOARD OF DIRECTORS’ STATEMENT IN SUPPORT OF OPPOSITION TO THE SHAREHOLDER PROPOSAL ON INCENTIVE COMPENSATION Whereas: In the wake of the George Floyd murder by police officers on May 25, 2020 a majority of Russell 1000 corporations made public statements expressing their plans to address racial justice, thereby taking the first step to becoming antiracist organizations. Antiracism is the practice of identifying, challenging, and changing the values, structures, and behaviors perpetuating systemic racism.1 Abbott issued a statement, on its "corporate newsroom" website page, supporting racial justice and the elimination of systemic racism. The statement provides only a generalized overview of Abbott's plans to further this effort. It did not provide measurable targets, goals, or quantifiable outcomes. Numerous studies cite material corporate benefits associated with adopting corporate policies promoting racial justice: • A McKinsey study shows companies with the strongest racial and ethnic diversity are 35% more likely to outperform their industry medians2 • Companies with the most ethnically/culturally diverse boards worldwide are 43% more likely to experience higher profits3 • For every 10% increase in racial and ethnic diversity among senior executives, EBIT rises 0.8%4 However, inequities in the workplace continue: • People of Color comprise 33% of entry level positions, but only 13% of the C-suite5 • Among companies in the Russell 3000, Black individuals accounted for only 4.1% of board members versus 13.4% of the U.S. population6 • "Failure to adopt inclusion practices translates into a loss of customers and reduces profitability"7 Abbott can play a critical role in ending systemic racism by promoting racial justice. The need for action is underscored by Abbott's 40% score on a recent Racial Justice Scorecard. This score is significantly below peers AbbVie Inc. and Boston Scientific, which both scored above 60%. Abbott's low score is due to its lack of publicly accessible diversity and inclusion targets and lack of disclosed data concerning hiring, retention, and promotion rates of people of color within the Company. Given heightened awareness around racism, failing to act and disclose policies and quantifiable data raises the material risk of revenue loss and reduced brand value. Resolved: Shareholders request that Abbott Labs publish a report, at reasonable expense and excluding proprietary information, disclosing the Company's plan, if any, to promote racial justice. 1 Ontario Anti-Racism Secretariat, "Anti-Racism Defined", 2020 Retrieved from Alberta Civil Liberties Research Center: http://www.aclrc.com/antiracism-defined 2 McKinsey & Company, "Delivering through Diversity", January 2018 https://www.mckinsey.com/~/media/mckinsey/business%20functions/org anization/our%20insights/delivering%20through%20diversity/delivering-through-diversity_full-report.ashx 3 Ibid. 4 Ibid. 5 McKinsey & Company, "Women in the Workplace 2018", https://womenintheworkplace.com/ 6 Cydney Posner, "Will companies accede to calls for actions to improve racial and ethnic diversity in hiring and promotion?",July 2020 https://cooleypubco.com/2020/07/15/calls-for-actions-racial-ethnic-diversity/ 7 Neesha-ann Longdon, Dimitri Henry, Caitlin Harris, "Diversity And Inclusion As A Social Imperative", August 2020 https://www.spglobal.com/ratings/en/research/articles/200803-environmental-social-and-governance-diversity-and-inclusion-as-a-social-imperative-11573860 ​ 91 ​ Table of Contents Supporting statement: Investors seek quantitative, comparable data to understand if and how the Company is promoting a commitment to Racial Justice. Proponents suggest the report include: • Potential policies the company could adopt to promote Racial Justice in its corporate workplaces and operations • Detailed quantitative information on diversity and inclusion, including recruitment, hiring, and retention policies and outcomes ​ 92       ​ Table of Contents Board of Directors' Statement in Opposition to the Shareholder Proposal on Report on Racial Justice (Item 68 on Proxy Card) The Board of Directors recommends that you vote AGAINSTthe proposal. The shareholder's proposal is premised on Abbott's purported "score" on a "Racial Justice Scorecard." But this "Scorecard" (put out by the proponent itself) does not accurately reflect Abbott's commitment and work to date on racial justice, or the Company's intentions moving forward. Rather, Abbott's current disclosures in its Global Sustainability Report and 2030 Sustainability Plan depict Abbott's robust commitment to racial justice, diversity, and inclusion, which were not included by the proponent when creating their "scorecard." Further, going forward, Abbott will publish a Diversity and Inclusion (D&I) report, which will enhance these disclosures as well as provide a consolidated EEO-1 reportProponent requests that provides a summary of Abbott employees by race, gender, and job category. Thus, the proposal's new called-for report is unnecessary. As captured in Abbott's existing disclosures and will be discussed further in its forthcoming D&I report, Abbott has had a long-lasting commitment to diversity, inclusion, and racial justice. First, for years, Abbott has been dedicated to building a pipeline of diverse talent. Nearly three decades ago, Abbott helped found the nonprofit group Advancing Minorities' Interest in Engineering, which develops partnerships among industry, government, and universities to achieve diversity in the engineering workforce. Abbott remains a partner today. Since 2006, Abbott has been building a pipeline of diverse talent through its science, technology, engineering, and math (STEM) programs. Since that time, more than 6,000 Abbott scientists, engineers, and other employees have shared their expertise to support programs that advance STEM education around the world, reaching more than 325,000 students. Even further, Abbott has operated a STEM internship program for U.S. high-school students since 2012, and Abbott hosts hundreds of college students for paid internships. In 2020, 71% of the high-school and 39% of college students participating in those programs were minorities. By 2030, Abbott aims to create opportunities in STEM programs for more than 100,000 young people, including 50% from underrepresented groups. Second, Abbott recruits job candidates through partnerships with historically black universities and colleges, Hispanic-serving institutes, and other organizations, such as the Association of Latino Professionals in Finance and Accounting, the National Society of Black Engineers, and the Society of Hispanic Professional Engineers, to name a few. Third, Abbott has, for years, been dedicated to the retention and advancement of historically disenfranchised groups. Abbott facilitates ten employee affinity groups, including groups appealing to African Americans, Latinos, LGTBQ members, and women to expand opportunities for these historically underrepresented groups. Each group is supported by a corporate officer. Nearly 10,000 Abbott employees participate in these groups—an accomplishment that did not happen overnight. And, as a result of all these efforts, today, one third of Abbott's front-line leadership roles are held by minority talent. As the proposal mentions, since the events of this summer, Abbott reaffirmed its commitment to promote racial justice. But, omitted from the proposal and its "scorecard," is that after the events of this summer, Abbott's CEO communicated with Abbott employees to understand their concerns and ideas about how Abbott could further support racial justice. Abbott held numerous sessions with employees on this topic, surveyed employees about diversity and inclusion, named a Divisional Vice President of Diversity and Inclusion, offered a match to employees for donations to organizations promoting racial justice, and issued a statement on its digital and social channels denouncing racism, the killing of George Floyd and others, and requested the parties responsible be brought to justice. Abbott's achievements with respect to racial justice and workplace diversity and inclusion have been recognized by third parties for years. • Abbott has earned a place on DiversityInc magazine's list of the "Top 50 Companies for Diversity" every year since 2004. • Abbott's efforts to create a woman-friendly workplace have seen Abbott recognized by the 2020 Women on Boards group and the National Association for Female Executives, which has named Abbott among the "Top 50 Companies for Executive Women" each year since 2009. ​ 93 ​ Table of Contents • DiversityPlus magazine listed Abbott as a 2019 "Top 10 Champion of Diversity" in recognition of its efforts with suppliers. • This past year, Forbes listed Abbott on its list of Best Employers for Diversity and for Veterans. And Vault ranked Abbott's internship No. 11 for diversity and for veterans. No other healthcare companies even made Vault's top 30. Ultimately, the shareholder proposal is based on a flawed premise and erroneously seeks a new report of existing or planned disclosures based on that premise. For all these reasons, the Board recommends voting AGAINST this proposal. ​ 94       ​ Table of Contents Shareholder Proposal on Independent Board Chairman (Item 7 on Proxy Card) Mr. Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, New York 11021, has informed Abbott that he intends to present the following proposal at the Annual Meeting and that he owns no less than 500 Abbott common shares. PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL Proposal 7—Independent Board Chairman The shareholders request the Board of Directors adopt a policy that no financial performance metric shall be adjusted to adoptexclude Legal or Compliance Costs for the purposes of determining the amount of senior executive compensation. The Proponent defines Legal or Compliance Costs as policy,“expenses or charges associated with any investigation, litigation, or enforcement action related to drug manufacturing, sales, marketing, or distribution…” Abbott’s executive compensation program is designed to evaluate and amendreward management performance. The Board’s Compensation Committee, which is composed entirely of independent directors, is responsible for exercising its business judgment in overseeing the bylaws as necessary, to require the Chairdesign and management of the Board of Directors, whenever possible,executive compensation programs. Our executive compensation programs are transparent and designed to be an independent member of the Board. This policy could be phased in for the next CEO transition. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is temporarily waived if in the unlikely event no independent director is available and willing to serve as Chair. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Support for this proposal topic jumped from 34% to 52% in one-year at Boeing. Support for this proposal topic received 17% higher support at U.S. companies in 2020. Sincefocus our management performance setbacks often result in higher support for this proposal topic, the mere submission of this proposal may be an incentive for our Chairman of the Board to perform better leading up to the 2021 annual meeting. • The role of the CEO and management is to run the company. • The role of the Board of Directors is to provide independent oversight of management and the CEO. • There is a potential conflict of interest for a CEO to have the oversight role of Chairman. Shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board. The primary duty of a Board of Directors is to oversee the management of a company on behalf of shareholders. A CEO serving as chair can result in excessive management influence on the Board and weaker oversight of management. We urge the Board to take the opportunity to appoint a new independent Board Chair. It is also important to have an independent board chairman to be the shareholder watchdog and help make up for the 2020 silencing of shareholders at shareholder meetings with the widespread substitution of online shareholder meetings using the pandemic as an easy steppingstone. Online meetings, which are a shareholder engagement and shareholder outreach wasteland, are so easy for management that management will never want to return to in-person shareholder meetings. With tightly controlled online shareholder meetings everything is optional. For instance management reporting on the statuslong-term success of the company and to align pay with performance. Approximately 90% of executive compensation is optional. Also answersperformance-based, directly tying a significant portion of executive compensation to questionscompany performance and shareholder returns. Officer financial goals are optionalset and assessed based upon adjusted measures which the Compensation Committee believes more accurately reflects the results of ongoing operations. Adjustments are made for specified items, whether favorable or unfavorable, that are unusual or unpredictable, such as cost reduction initiatives, restructuring programs, integration activities and other business acquisition-related costs. The Compensation Committee believes these adjusted measures provide a more accurate assessment of Abbott’s core business and encourage decision making that considers long-term value. They also align compensation goals with the financial guidance that is communicated to investors, which is also based on adjusted measures. The rigid and formulaic approach advocated by the proponents removes the Compensation Committee’s ability to review Abbott’s executive compensation program, including incentive plan performance measures, for susceptibility to adverse or risky behaviors and to adjust compensation awards to address compliance issues, even if management misleadingly asks for questions. And it was easy for Abbott Laboratorieswhen appropriate. In this way, the proposal obstructs the alignment of executive and shareholder interests. The proposal disregards the need to cover up that Ms. Nancy McKinstry received 21% in negative votes atanalyze the 2020 online Abbott meeting. For instance Goodyear management hit the mute button right in the middlefacts and circumstances of a formal shareholder proposal presentation at its 2020 online shareholder meeting to bar constructive criticism. Please see: Goodyear's virtual meeting creates issues with shareholder https://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates-issues-shareholder Please vote yes: Independent Board Chairman—Proposal 7 ​ 95 ​ Table of Contents Board of Directors' Statementparticular situation. For example, in Opposition to the Shareholder Proposal on Independent Board Chairman (Item 7 on Proxy Card) The Board of Directors recommends that you vote AGAINST the proposal. As stated in Abbott's governance guidelines, "[t]he board of directors believes thatsome circumstances, it is important to retain the flexibility to allocate the responsibilities of the offices of chairman of the board and chief executive officer in any manner that it determines tomay be in the best interests of Abbott."1 The need for that flexibility has never been more apparent than this past year,shareholders to settle a legal or compliance matter, such as when Abbott transitionedthe costs of defense outweigh the benefits, or when the outcome is uncertain. In other circumstances, pursuing costly litigation or conducting internal investigations to a new CEO. The Board's current guidelines providedensure the Boardsafety of our products as well as compliance with the flexibility necessarylaw and the Company’s policies and procedures may be appropriate and key to adoptour future success. The position advanced by the leadership structureProponent could also force public disclosure of confidential information that could be competitively harmful to Abbott. Also, the proposal’s one-size-fits-all methodology also fails to consider that litigation and compliance matters frequently relate to events that occurred prior to the appointment of the executive team responsible for resolving such matters and thus may be irrelevant to an evaluation of their performance. Abbott’s methods for evaluating performance against financial results best serve the interests of Abbott’s shareholders by providing executives with the ability to make decisions based upon Abbott’s long-term success, rather than short-term, temporary results. If approved, the rigid and formulaic approach advocated by the Proposal would remove the Compensation Committee’s ability to consider these and other factors in determining executive compensation and provide incentives for Abbott decision-makers to base their determinations on the short-term, 85 Table of Contents least costly method of resolution, without regard to what is most beneficial in the best interests oflong-term to Abbott and its shareholders during this transition.shareholders. Indeed, every year, the Board reviews its leadership structure to ensure the appropriate level of oversight, independence, and responsibility. The Board continuesbelieves Abbott’s short- and long-term incentive programs provide the Compensation Committee flexibility to believe that flexibility coupled with a strong Lead Independent Director is best for Abbottaddress health care compliance, legal issues, and its shareholders. Abbott's Lead Independent Director is selected from among the ranksCode of independent directors. In that role, the Lead Independent Director consults directly with major shareholders on Abbott business.Conduct issues, as appropriate, in determining final awards. The Lead Independent Director oversees the Board evaluation process. The Lead Independent Director is empowered to call meetings of the independent directors, if necessary. And the Lead Independent Director canproposal constrains this holistic review and approve agenda items,neither advances nor supports the Board's schedule, and, where appropriate, information provided to other Board members.core objectives of Abbott’s compensation program. Not only wouldFor these reasons, the shareholder's proposal handcuff the Board when deciding on the best leadership structure for the Company, it misleadingly suggests there is a trend among S&P 500 companies to do so. The shareholder's proposal confuses the existence of a separate and independent board chair among S&P 500 companies with the adoption of a policy mandating, in all circumstances, the separation and independence of a company's board chair. A number of companies do have separate and independent board chairs, but the actual number of S&P 500 companies that have adopted an inflexible policy mandating the chair and CEO be separate, no matter the situation, is miniscule.2 The sort of rigidity this proposal calls for does not serve every company. It does not even serve most S&P 500 companies. And it does not serve Abbott's interests or its shareholders, as demonstrated with this recent leadership transition. This is the fifth time this shareholder has submitted this same proposal. Abbott shareholders have consistently voted against this proposal by significant margin, and should do so again here. The Board of Directors recommends that youAbbott’s shareholders vote AGAINST this proposal. 86 Table of Contents ADDITIONAL INFORMATION SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS The table below reflects the number of Abbott common shares beneficially owned as of January 31, 2023 by (i) each director and director nominee, (ii) the Chief Executive Officer, the Chief Financial Officer, and the three other most highly paid executive officers in 2022, and (iii) all directors and executive officers as a group. It also reflects the number of stock equivalent units held by non-employee directors under the Abbott Laboratories Non-Employee Directors’ Fee Plan and restricted stock units held by non-employee directors and executive officers. Name Shares Beneficially Owned(1)(2)       Stock Options Exercisable Within 60 Days of January 31, 2023(3)       Stock Equivalent Units H. L. Allen 167,095   1,133,406   0 R. J. Alpern 35,481   0   9,030 C. Babineaux-Fontenot 0   0   0 S. E. Blount 31,341   0   0 R. B. Ford 339,474   1,811,189   0 R. E. Funck, Jr. 245,400   617,654   0 P. Gonzalez 1,602   0   1,561 M. A. Kumbier 10,397   0   0 D. W. McDew 5,075   0   0 N. McKinstry 33,407   64,957   0 M. G. O’Grady 0   0   0 W. A. Osborn 98,598   37,673   29,853 M. F. Roman 3,101   0   1,949 D. G. Salvadori 112,248   729,483   0 D. J. Starks 6,873,758   0   0 J. G. Stratton 13,716   0   8,571 G. F. Tilton 46,478   0   34,249 A. F. Wainer 60,404   419,443   0 All directors and executive officers as a group(4) 9,253,544   9,168,436   85,213 (1) This column includes shares held in the proposal. officers’ accounts in the Abbott Laboratories Stock Retirement Trust as follows: R. E. Funck, Jr., 18,318; and all executive officers as a group, 56,808. Each officer has shared voting power and sole investment power with respect to the shares held in his or her account. 1(2) https://www.abbott.com/investors/governance/governance-guidelines.html. 2 See Spencer Stuart U.S. This column includes restricted stock units held by the non-employee directors and payable in stock upon their retirement from the Board Index, pg. 20 (2015) (findingas follows: R. J. Alpern, 35,481; S. E. Blount, 28,741; P. Gonzalez, 1,602; M. A. Kumbier, 7,316; D. W. McDew, 5,075; N. McKinstry, 28,741; W. A. Osborn, 37,398; M. F. Roman, 3,101; D. J. Starks, 13,698; J. G. Stratton, 10,261; G. F. Tilton, 39,128; and all directors as a group, 210,542. (3) This column also includes 29,221 restricted stock units held by all executive officers as a group that only 4%will be payable in stock within 60 days of S&P 500 companies adoptJanuary 31, 2023. (4) None of the directors or executive officers has pledged shares. No director or executive officer beneficially owns more than one percent of the outstanding shares of Abbott. The directors and executive officers as a policy mandating separategroup beneficially own 1.1% of the outstanding shares of Abbott. 87 Table of Contents INFORMATION CONCERNING SECURITY OWNERSHIP The table below reports the number of common shares beneficially owned as of December 31, 2022 by BlackRock, Inc. and The Vanguard Group (directly or through their subsidiaries), the only persons known to Abbott to beneficially own more than 5% of Abbott’s outstanding common shares. Name and Address of Beneficial Owner Shares Beneficially Owned       Percent of Class BlackRock, Inc.(1) 139,526,216   8.0% 55 East 52nd Street       New York, NY 10055       The Vanguard Group(2) 155,480,794   8.9% 100 Vanguard Blvd.       Malvern, PA 19355       (1) The information shown was provided by BlackRock, Inc. in a Schedule 13G/A it filed with the Securities and independent board chairsExchange Commission on February 6, 2023. BlackRock reported that it has sole voting power over 125,448,088 of these shares and CEOs).​ 96       ​ sole dispositive power over all of these shares. (2) The information shown was provided by The Vanguard Group in a Schedule 13G/A it filed with the Securities and Exchange Commission on February 9, 2023. Vanguard reported that it has shared voting power over 2,438,500 of these shares, sole dispositive power over 148,347,944 of these shares, and shared dispositive power over 7,132,850 of these shares. Table of Contents APPROVAL PROCESS FOR RELATED PERSON TRANSACTIONS It is Abbott’s policy that the Nominations and Governance Committee oversee, review, and approve any transaction in which Abbott participates and in which any related person has a direct or indirect material interest if such transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. Related person transactions requiring review by the Nominations and Governance Committee pursuant to this policy are identified in: It is Abbott's policy that the Nominations and Governance Committee review, approve, or ratify any transaction in which Abbott participates and in which any related person has a direct or indirect material interest if such transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. Related person transactions requiring review by the Nominations and Governance Committee pursuant to this policy are identified in: • ● Questionnaires annually distributed to Abbott'sAbbott’s directors and officers, • ● Certifications submitted annually by Abbott officers related to their compliance with Abbott'sAbbott’s Code of Business Conduct, or • ● Communications made directly by the related person to the Chief Financial Officer or General Counsel. In determining whether to approve or ratify a related person transaction, the Nominations and Governance Committee will consider the following items, among others: • ● The related person'sperson’s relationship to Abbott and interest in the transaction, • ● The material facts of the transaction, including the aggregate value of such transaction or, in the case of indebtedness, the amount of principal involved, • ● The benefits to Abbott of the transaction, • ● If applicable, the availability of other sources of comparable products or services, • ● An assessment of whether the transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally, • ● Whether a transaction has the potential to impair director independence, and • ● Whether the transaction constitutes a conflict of interest. This process is included in the Nominations and Governance Committee’s written charter, which is available in the corporate governance section of Abbott’s investor relations website (www.abbottinvestor.com). 88 Table of Contents OTHER MATTERS In accordance with Abbott’s articles of incorporation, Abbott has advanced defense costs on behalf of the Board of Directors and certain executive officers in connection with a derivative action regarding Abbott’s manufacturing of certain infant powder formula products. DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING PROXY STATEMENT Shareholder proposals for presentation at the 2024 Annual Meeting must be received by Abbott no later than November 18, 2023 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 2024 meeting. PROCEDURE FOR RECOMMENDATION AND NOMINATION OF DIRECTORS AND TRANSACTION OF BUSINESS AT ANNUAL MEETING Proxy Access: A shareholder, or a group of up to 20 shareholders, owning continuously for at least three years Abbott common shares representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and have included in Abbott’s proxy materials director nominees constituting up to 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements in Abbott’s By-Laws. Nominating shareholders are permitted to include in Abbott’s proxy statement a 500-word statement in support of their nominee(s). Abbott may omit any information or statement that it, in good faith, believes is materially false or misleading, omits to state a material fact, or would violate any applicable law or regulation. Other Nominations of Directors or Proposals to Transact Business: A shareholder may also recommend persons as potential nominees for director by submitting the names of such persons in writing to the Chair of the Nominations and Governance Committee or the Secretary of Abbott. Recommendations should be accompanied by a statement of qualifications and confirmation of the person’s willingness to serve. A nominee who is recommended by a shareholder following these procedures will receive the same consideration as other comparably qualified nominees. A shareholder entitled to vote for the election of directors at an Annual Meeting and who is a shareholder of record at the time of the giving of notice provided for under Article II of Abbott’s By-Laws, through the date of the Nominations and Governance Committee's written charter, which is available in the corporate governance section of Abbott's investor relations website (www.abbottinvestor.com). The spouse of one of our former executive officers, Jaime Contreras, was employed by Abbott. During 2020, her total compensation exceeded the foregoing threshold. ​ 97 ADDITIONAL INFORMATION INFORMATION CONCERNING SECURITY OWNERSHIP The table below reports the number of common shares beneficially owned as of December 31, 2020 by BlackRock, Inc. and The Vanguard Group (directly or through their subsidiaries), the only persons known to Abbott to beneficially own more than 5% of Abbott's outstanding common shares.       Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​       BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055   133,426,810   7.5%     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​       The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355   147,272,920   8.3%   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The information shown was provided by BlackRock, Inc. in a Schedule 13G/A it filed with the Securities and Exchange Commission on January 29, 2021. BlackRock reported that it has sole voting power over 117,661,786 of these shares and sole dispositive power over all of these shares. (2) The information shown was provided by The Vanguard Group in a Schedule 13G/A it filed with the Securities and Exchange Commission on February 10, 2021. Vanguard reported that it has shared voting power over 2,954,299 of these shares, sole dispositive power over 139,509,311 of these shares, and shared dispositive power over 7,763,609 of these shares. DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING PROXY STATEMENT Shareholder proposals for presentation at the 2022 Annual Meeting, must be received by Abbott no later than November 12, 2021 and must otherwise comply with the applicable requirements of the Securities and Exchange Commission to be considered for inclusion in the proxy statement and proxy for the 2022 meeting. ​ 98       PROCEDURE FOR RECOMMENDATION AND NOMINATION OF DIRECTORS AND TRANSACTION OF BUSINESS AT ANNUAL MEETING Proxy Access:    A shareholder, or a group of up to 20 shareholders, owning continuously for at least three years Abbott common shares representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and have included in Abbott's proxy materials director nominees constituting up to 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements in Abbott's By-Laws. Nominating shareholders are permitted to include in Abbott's proxy statement a 500-word statement in support of their nominee(s). Abbott may omit any information or statement that it, in good faith, believes is materially false or misleading, omits to state a material fact, or would violate any applicable law or regulation. Other Nominations of Directors or Proposals to Transact Business:    A shareholder may also recommend persons as potential nominees for director by submitting the names of such persons in writing to the Chair of the Nominations and Governance Committee or the Secretary of Abbott. Recommendations should be accompanied by a statement of qualifications and confirmation of the person's willingness to serve. A nominee who is recommended by a shareholder following these procedures will receive the same consideration as other comparably qualified nominees. A shareholder entitled to vote for the election of directors at an Annual Meeting and who is a shareholder of record on: • the record date for that Annual Meeting, • the date the shareholder provides timely notice to Abbott, and • the date of the Annual Meeting may directly nominate persons for director, or make proposals of other business to be brought before the Annual Meeting, by providing proper timely written notice to the Secretary of Abbott. Notice Requirements: The notice submitted by a shareholder must include certain information required by Article II of Abbott’s By-Laws, including information about the shareholder, any person directly or indirectly controlling, controlled by or under common control with such shareholder, any beneficial owner of Abbott shares owned of record by such shareholder, certain other associated persons, their respective affiliates or associates, others acting in concert with them or participants with respect to any proposed business or nominations, and any proposed director nominee. For each matter the shareholder proposes to bring before the Annual Meeting, the notice must also include a brief description of the business to be discussed, the reasons for conducting such business at the Annual Meeting, and certain other information specified in the By-Laws. In addition, in the case of a director nomination, including through proxy access, the notice must include a written questionnaire with respect to the background and qualifications of the proposed nominee, a written representation and agreement of the proposed nominee addressing matters specified in the By-Laws, and certain other information specified in the By-Laws. 89 Table of Contents To be timely, written notice either to directly nominate persons for director, including through proxy access, or to bring business properly before the Annual Meeting must be received at Abbott’s principal executive offices not later than the close of business on the ninetieth day, or earlier than the one hundred twentieth day, 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 prior to or more than sixty days after such anniversary date, notice by the shareholder must be received not earlier than the one hundred twentieth day prior to such Annual Meeting and not later than the close of business on the later of (i) the ninetieth day prior to such Annual Meeting and (ii) the tenth day following the day on which public announcement was made. To be timely for the 2024 Annual Meeting, this written notice must be received by Abbott no later than the close of business on January 29, 2024. 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 (i) as of the record date for the Annual Meeting and (ii) as of the date that is ten business days prior to the meeting. Any such update or supplement must be received by the Secretary of Abbott at Abbott’s principal executive offices (A) not later than the close of business five business days after the record date for determining the shareholders entitled to receive notice of such meeting (in the case of an update required to be made under clause (i) of the foregoing sentence) and (B) not later than the close of business seven business days prior to the date of the Annual Meeting or, if practicable, any postponement, rescheduling or adjournment thereof (and, if not practicable, on the first practicable date prior to the date to which the Annual Meeting has been postponed, rescheduled or adjourned) (in the case of an update required to be made pursuant to clause (ii) of the foregoing sentence), and must also meet the other requirements set forth in the By-Laws. In addition to satisfying the foregoing requirements under Abbott’s By-Laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Abbott’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended. GENERAL It is important that proxies be returned promptly. Shareholders are urged, regardless of the number of shares owned, to vote their shares. Most of Abbott’s shareholders may vote their shares by telephone or using the Internet. Shareholders who wish to vote by mail should sign and return their proxy card in the enclosed business reply envelope. Shareholders who vote by telephone or using the Internet do not need to return their proxy card. The 2023 Annual Meeting will be held virtually. There will not be a physical location for the meeting, and shareholders will not be able to attend the meeting in person. Please see pages 91 to 92 for information on how to attend and participate in the Annual Meeting. By order of the Board of Directors. HUBERT L. ALLEN Secretary 90 Table of Contents INFORMATION ABOUT THE ANNUAL MEETING NOTICE AND ACCESS In accordance with the Securities and Exchange Commission’s “Notice and Access” rules, Abbott mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain shareholders in mid-March of 2023. The Notice describes the matters to be considered at the Annual Meeting and how the shareholders can access the proxy materials online. It also provides instructions on how those shareholders can vote their shares. If you received the Notice, you will not receive a print version of the proxy materials, unless you request one. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice. HOW TO ATTEND THE MEETING ON THE VIRTUAL MEETING PLATFORM Shareholders can attend, vote their shares, and submit questions during the Annual Meeting at meetnow.global/ABT2023. Shareholders may log into the Annual Meeting beginning at 8:15 a.m. Central Time on April 28, 2023. The Annual Meeting will begin promptly at 9:00 a.m. Central Time. To be admitted to the Annual Meeting, shareholders will be required to enter a control number. Registered Shareholders. If you are a registered holder (i.e., you received your proxy materials from Abbott through Abbott’s transfer agent, Computershare), you may attend the Annual Meeting without advance registration. Your 15-digit control number is provided on your proxy card, email, or Notice. Please follow the instructions on your proxy card, email, or Notice to attend the meeting. If you no longer have these documents, please contact Computershare at 1-888-332-2268. Beneficial Shareholders. If you are a beneficial holder (i.e., you received your proxy materials from your broker, bank, or other agent), you may attend the meeting using either of the options described below. Using the control number found on the voting instructions included with your proxy materials. On the day of the meeting, visit meetnow.global/ABT2023 and log in by entering the control number that appears on the voting instructions included with your proxy materials. We expect that most beneficial shareholders will be able to attend the Annual Meeting, vote their shares, and ask questions using this option. However, Abbott recommends that you confirm this ability with the broker, bank, or other agent through which you hold your shares. If your broker, bank, or other agent does not provide for the ability to access the Annual Meeting using the control number included with your proxy materials, you must register in advance to attend the Annual Meeting as described below. Registering in advance of the Annual Meeting. To register, you must submit your name, email address, and a legal proxy from your broker reflecting your ownership of Abbott shares. Please send your registration materials to Computershare at legalproxy@computershare.com, with “Legal Proxy” in the subject line. Registration requests must be received by Computershare no later than 5 p.m. Eastern Time on Tuesday, April 25, 2023. Requests for registration can also be submitted by mail to: Computershare Abbott Legal Proxy P.O. Box 43001 Providence, RI 02940-3001 You will receive a confirmation of your registration by email from Computershare, along with a 15-digit control number needed to be admitted to the Annual Meeting. 91 Table of Contents HOW TO ATTEND THE MEETING BY PHONE Shareholders who wish to attend the Annual Meeting by phone should contact Abbott representatives at 224-668-7238 or abbottshareholders@abbott.com no later than April 21, 2023 to obtain the meeting telephone number in advance of the meeting. Shareholders participating by phone will be able to listen to the meeting but will not have the ability to vote or submit questions during the meeting. If you would like to vote your shares or submit questions during the meeting, please follow the instructions above in “How to Attend the Meeting on the Virtual Meeting Platform.” WHO CAN VOTE Shareholders of record at the close of business on March 1, 2023 will be entitled to notice of and to vote at the Annual Meeting. As of January 31, 2023, Abbott had 1,737,946,233 outstanding common shares, which are Abbott’s only outstanding voting securities. All shareholders have cumulative voting rights in the election of directors and one vote per share on all other matters. HOW TO VOTE Whether or not you plan to virtually attend the Annual Meeting, Abbott strongly urges you to submit your proxy or vote your shares in advance of the Annual Meeting. Registered shareholders. Registered shareholders may vote by mail by signing and promptly returning their proxy in the enclosed envelope. Abbott’s By-Laws provide that a shareholder may authorize no more than two persons as proxies to attend and vote at the meeting. Registered shareholders may also vote their shares: ● by telephone (1-800-652-VOTE (8683)), or ● or on the Internet at www.investorvote.com/abt. If you vote by telephone or using the Internet, you do not need to return your proxy card. The instructions for voting can be found with your proxy card or on the Notice. Beneficial shareholders. Beneficial shareholders should refer to the voting instructions provided by their broker, bank, or other agent to direct the voting of their shares in advance of the meeting. Voting at the meeting. Shareholders participating in the Annual Meeting on the virtual meeting platform may vote their shares at the Annual Meeting. Shareholders participating by phone will not be able to vote their shares at the Annual Meeting. HOW TO SUBMIT QUESTIONS Following conclusion of the business items on the agenda for the Annual Meeting, Abbott will hold a live question and answer session where questions pertinent to meeting matters will be answered, as time permits. Shareholders participating in the meeting on the virtual meeting platform can submit questions during the Annual Meeting by clicking on the message icon in the upper right-hand corner of the page on the meeting center site. Questions that are substantially similar may be grouped together in a single response to avoid repetition and to allow more time for other questions. Shareholders participating in the meeting by phone will not be able to submit questions during the meeting. TECHNICAL SUPPORT The virtual meeting platform is fully supported across most internet browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most up to date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting. For further assistance, please call 1-888-724-2416 (toll free) or 1-781-575-2748 (international toll). 92 Table of Contents REVOKING A PROXY You may revoke your proxy by voting in person at the Annual Meeting or, at any time prior to the meeting: ● by delivering a written notice to the Secretary of Abbott. Notice Requirements:    The notice submitted Abbott, ● by delivering an authorized proxy with a shareholder must include certain information required later date, or ● by Article II of Abbott's By-Laws, including information about the shareholder, any beneficial owner on whose behalf the nomination or proposal is being made, their respective affiliates or associates or others acting in concert with them, and any proposed director nominee. For each matter the shareholder proposes to bring before the Annual Meeting, the notice must also include a brief description of the business to be discussed, the reasons for conducting such business at the Annual Meeting, any material interest of the shareholder in such business and certain other information specified in the By-Laws. In addition, in the case of a director nomination, including through proxy access, the notice must include a completed and signed questionnaire, representation and agreement of the nominee addressing matters specified in the By-Laws. To be timely, written notice either to directly nominate persons for director, including through proxy access, or to bring business properly before the Annual Meeting must be received at Abbott's principal executive offices not less than ninety days and not more than one hundred twenty days prior to the anniversary date of the preceding Annual Meeting. If the Annual Meeting is called for a date that is not within twenty-five days before or after such anniversary date, notice by the shareholder must be received not later than the close of business on the tenth day following the day on which such notice of the date of the Annual Meeting was mailed or made public in a press release or in a filing with the Securities and Exchange Commission, whichever occurs first. To be timely for the 2022 Annual Meeting, this written notice must be received by Abbott no later than January 23, 2022. In addition, the notice must be updated and supplemented, if necessary, so that the information provided or required to be provided is true and correct as of the record date for the Annual Meeting and as of the date that is ten business days prior to the meeting. Any such update or supplement must be delivered to the Secretary of Abbott at Abbott's principal executive offices not more than five business days after the record date for the Annual Meeting, and not less than eight business days before the date of the Annual Meeting in the case of any update or supplement required to be made as of ten business days prior to the Annual Meeting. ​ 99 ​ GENERAL It is important that proxies be returned promptly. Shareholders are urged, regardless of the number of shares owned, to vote their shares. Most of Abbott's shareholders may vote their shares by telephone or using the Internet. Shareholders who wish to vote by mail should sign and return their proxy card in the enclosed business reply envelope. Shareholders who votevoting by telephone or using the Internet after you have given your proxy. CUMULATIVE VOTING Cumulative voting allows a shareholder to multiply the number of shares owned by the number of directors to be elected and to cast the total for one nominee or distribute the votes among the nominees, as the shareholder desires. Shareholders may not cumulate their votes against a nominee. If you wish to cumulate your votes, you must sign and mail in your proxy card or attend the Annual Meeting. DISCRETIONARY VOTING AUTHORITY Unless authority is withheld in accordance with the instructions on the proxy, the persons named in the proxy will vote the shares covered by proxies they receive to elect the 12 nominees named in Item 1 on the proxy card. Should a nominee become unavailable to serve, the shares will be voted for a substitute designated by the Board of Directors, or for fewer than 12 nominees if, in the judgment of the proxy holders, such action is necessary or desirable. The persons named in the proxy may also decide to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than the other nominees (or no votes at all), although they have no present intention of doing so. The proxy holders may not cast your vote for any nominee from whom you have withheld authority to vote. Where a shareholder has specified a choice for or against the ratification of the appointment of Ernst & Young LLP as auditors, the advisory vote on the approval of executive compensation, the advisory vote on the frequency of shareholder votes on executive compensation, or a shareholder proposal, or where the shareholder has abstained on these matters, the shares represented by the proxy will be voted (or not voted) as specified. Where no choice has been specified, the proxy will be voted FOR the ratification of Ernst & Young LLP as auditors, FOR the approval of executive compensation, for an annual (1 YEAR) shareholder advisory vote on executive compensation, and AGAINST the shareholder proposals. Aside from matters set forth in this proxy statement, the Board of Directors is not aware of any other issue which may properly be brought before the meeting. If other matters are properly brought before the meeting, the accompanying proxy will be voted in accordance with the judgment of the proxy holders. QUORUM AND VOTE REQUIRED TO APPROVE EACH ITEM ON THE PROXY A majority of the outstanding shares entitled to vote on a matter, represented in person or by proxy, constitutes a quorum for consideration of that matter at the meeting. The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders with respect to that matter. EFFECT OF ABSTENTIONS AND BROKER NON-VOTES Shares represented by proxies which are present and entitled to vote on a matter but which have elected to abstain from voting on another matter will have the effect of votes against those directors or that matter. A proxy submitted by an institution, such as a broker or bank that holds shares for the account of a beneficial owner, may indicate that all or a portion of the shares represented by that proxy are not being voted with respect to a particular matter. This could occur, for example, when the broker or bank is not permitted to vote those shares in the absence of instructions from the beneficial owner of the shares. These “non-voted shares” will be considered shares not present and, therefore, not entitled to vote on those matters, although these shares may be considered present and entitled to vote for other purposes. Brokers and banks have discretionary authority to vote shares in the absence of 93 Table of Contents instructions on matters the New York Stock Exchange considers “routine”, such as the ratification of the appointment of the auditors. They do not have discretionary authority to vote shares in absence of instructions on “non-routine” matters. The election of directors, the advisory vote on the approval of executive compensation, and shareholder proposals are “non-routine” matters. Non-voted shares will not affect the determination of the outcome of the vote on any matter to be decided at the meeting. INSPECTORS OF ELECTION The inspectors of election and the tabulators of all proxies, ballots, and voting tabulations that identify shareholders are independent and are not Abbott employees. COST OF SOLICITING PROXIES The accompanying proxy is solicited by the Board of Directors on behalf of Abbott for use at the Annual Meeting. Abbott will bear the cost of making solicitations from its shareholders and will reimburse banks and brokerage firms for out-of-pocket expenses incurred in connection with this solicitation. Proxies may be solicited by mail, telephone, Internet, or in person by directors, officers, or employees of Abbott and its subsidiaries. Abbott has retained Morrow Sodali LLC to aid in the solicitation of proxies at an estimated cost of $19,500 plus reimbursement for reasonable out of pocket expenses. ABBOTT LABORATORIES STOCK RETIREMENT PLAN Participants in the Abbott Laboratories Stock Retirement Plan will receive voting instructions for their shares held in the Abbott Laboratories Stock Retirement Trust. The Stock Retirement Plan’s Investment Committee must solicit voting instructions from the participants and follow the voting instructions it receives. The Investment Committee may use its own discretion with respect to those shares for which no voting instructions are received. CONFIDENTIAL VOTING It is Abbott’s policy that all proxies, ballots, and voting tabulations that reveal how a particular shareholder has voted be kept confidential and not be disclosed, except: ● where disclosure may be required by law or regulation, ● where disclosure may be necessary in order for Abbott to assert or defend claims, ● where a shareholder provides comments with a proxy, ● where a shareholder expressly requests disclosure, ● to allow the inspectors of election to certify the results of a vote, or ● in other limited circumstances, such as a contested election or proxy solicitation not need to return their proxy card. The Annual Meeting will be held at Abbott's headquarters, 100 Abbott Park Road, located at the intersection of Route 137approved and Waukegan Road, Lake County, Illinois. In light of restrictions and guidelines on group gatherings issuedrecommended by government and public health officials regarding the ongoing coronavirus pandemic, and to support the health and safety of Abbott's shareholders, employees, and communities, any shareholder who wishes to attend the Annual Meeting may only attend virtually. Shareholders will not be able to attend the Annual Meeting in person. Please see pages 12 to 13 for information on how to virtually attend and participate in the Annual Meeting. By order of the Board of Directors. HOUSEHOLDING OF PROXY MATERIALS Shareholders sharing an address may receive only one copy of the proxy materials or the Notice of Internet Availability of Proxy Materials, unless their broker, bank, or other intermediary has received contrary instructions from any shareholder at that address. This is known as “householding.” Shareholders wishing to discontinue householding and receive separate copies of the proxy materials or the Notice of Internet Availability of Proxy Materials should notify their broker, bank, or other intermediary. 94 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This proxy statement contains statements that may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” variations of these words, and similar expressions are intended to identify these forward-looking statements. Abbott cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, including but not limited to those risks and uncertainties identified under “Item 1A. Risk Factors” of Abbott’s Annual Report on Form 10-K for the year ended December 31, 2022. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments, except as required by law. The information on Abbott’s website, including the contents of Abbott’s Global Sustainability Report, Diversity and Inclusion Report, and 2030 Sustainability Plan, is not, and shall not be deemed to be, a part of this proxy statement or incorporated herein or into any of Abbott’s other filings with the Securities and Exchange Commission. 95 Table of Contents EXHIBIT A – DIRECTOR INDEPENDENCE STANDARD No director qualifies as “independent” unless the board affirmatively determines that the director has no material relationship with Abbott or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Abbott or any of its subsidiaries). In making this determination, the board shall consider all relevant facts and circumstances, including the following standards: ● HUBERT L. ALLEN Secretary ​ 100       ​ Table of Contents EXHIBIT A DIRECTOR INDEPENDENCE STANDARD No director qualifies as "independent" unless the board affirmatively determines that the director has no material relationship with Abbott or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Abbott or any of its subsidiaries). In making this determination, the board shall consider all relevant facts and circumstances, including the following standards: • A director is not independent if the director is, or has been within the last three years, an employee of Abbott or its subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of Abbott or its subsidiaries. • ● A director is not independent if the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Abbott or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than amounts received by an immediate family member for service as an employee (other than an executive officer). • ● A director is not independent if (A) the director or an immediate family member is a current partner of a firm that is Abbott'sAbbott’s internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on Abbott'sAbbott’s or its subsidiaries'subsidiaries’ audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on Abbott'sAbbott’s or its subsidiaries'subsidiaries’ audit within that time. • ● A director is not independent if the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the present executive officers of Abbott or its subsidiaries at the same time serves or served on that company'scompany’s compensation committee. • ● A director is not independent if the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Abbott or its subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company'scompany’s consolidated gross revenues. • ● A director is not independent if the director is an executive officer of a charitable organization that received charitable contributions (other than matching contributions) from Abbott and its subsidiaries in the preceding fiscal year that are in excess of the greater of $1 million or 2% of such charitable organization'sorganization’s consolidated gross revenues.​ A-1 Table of Contents INDUSTRY LEADERSHIP FORTUNE’S MOST ADMIRED COMPANIES      Exhibit A-1 since 1984 DOW JONES SUSTAINABILITY INDEX Table of ContentsTop Industry Score, 2013-2022, 18th year on the Index EXHIBIT B PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION A B B O T T L A B O R A T O R I E S AMENDED AND RESTATED ARTICLES OF INCORPORATION RESTATED ARTICLE R-I The nameFast Company “World Changing Company of the corporation is:Year” honorable mention in 2022 for Abbott Laboratories.Pandemic Defense Coalition Fast Company Most Innovative Companies in Sports The corporation was incorporated March 6, 1900 underNo. 10 in 2022 for Libre Sense Wall Street Journal Management Top 250 Companies No. 36 in 2022 SCIENCE MAGAZINE TOP 20 EMPLOYERS for 19 years WORKPLACE LEADERSHIP in more than 25 countries in 2022 Seramount “100 Best Company” for 22 years in a row and recognized us as a Top Company for Executive Women and Best Company for Multicultural Women TOP 50 COMPANIES FOR DIVERSITY DiversityInc, for 19 consecutive years CES 2023 Innovation Awards honorees included: Aveir VR Leadless Pacemaker, Proclaim Plus SCS System, Alinity m Monkeypox PCR test 3BL Best Corporate Citizens No. 50 overall in 2022, One of just 19 companies to be on the name: The Abbott Alkaloidal Company.list since 2009 2022 Prix Galien International Award: Subsequent corporate namesMitraClip – Best Medical Technology 2022 Prix Galien Jubilee Award: FreeStyle Libre Firsthand (formerly Vault) Ranked No. 1 Health Sciences internship in 2022 for the 6th straight year Newsweek Ranked No. 12 on 2022 “America’s Most Responsible Companies” list Table of Contents Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-6400 U.S.A. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT MEETING DATE APRIL 28, 2023 9:00 A.M. CENTRAL TIME YOUR VOTE IS IMPORTANT Please sign and the dates of their adoption are: Name Date Adopted Abbott Laboratories May 29, 1915 RESTATED ARTICLE R-II (Amended) The address of its registered officepromptly return your proxy in the Stateenclosed envelope or vote your shares by telephone or using the Internet. The 2023 Annual Meeting of Illinois on the date ofadoption offiling thisAmendmentAmended andRestatement ofRestated Articles of Incorporationwas: 14th Street and Sheridan Road, Northis: C T Corporation System, 208 South LaSalle Street, Suite 814, Chicago, Illinois,60604, County ofLakeCook, and the name of its Registered Agent at said addresswas: Laurence R. Leeis: C T Corporation. RESTATED ARTICLE R-III The duration of the corporation is: Perpetual. RESTATED ARTICLE R-IV The purpose or purposes for which the corporation is organized are: (1) To manufacture, purchase or otherwise acquire, own, sell, mortgage, pledge, assign, convey, transfer, or otherwise dispose of, to invest, trade, deal in and deal with all kinds of medicines, medicinal preparations and supplies; chemical products, pharmaceutical products, drugs, druggists' sundries, surgical instruments, dressings and supplies, dental instruments, dressings and supplies, dentifrices, preparations used by dentists, and in dentistry and oral surgery; hospital preparations and supplies; medicines, preparations and instruments used in the cure and care of animals; perfumes and perfumery, toilet preparations, and other articles generally dealt in the retail drug trade; instruments, supplies and preparations used for medicinal, sanitary and other health purposes; and in general all instruments, preparations and supplies that appertain to pharmacy, pharmacology, medicines, drugs, sanitation and health. (2) To own and operate laboratories for experimentation and research in the fields of chemistry, pharmacology, biology and physics, or such other fields as the corporation may engage in under its charter. (3) To manufacture, purchase, or in any manner acquire, own, mortgage, pledge, sell, assign, convey, transfer, or otherwise dispose of, to invest, trade, deal in and deal with, goods, wares and merchandise, and personal property of every class and description wherever situated or located. (4) To develop, apply for, purchase, lease, acquire, hold, use, take or grant licenses in respect of, mortgage, pledge, lease, sell, assign or otherwise dispose of, letters patent of the United States or any foreign country, patent rights, licenses, privileges, inventions, devices, improvements, and processes, formulas, copyrights, trade marks and trade names. (5) To purchase or otherwise acquire the whole or any part of the property, assets, business, goodShareholders will and rights and to undertake or assume the whole or any part of the bonds, mortgages, franchises, leases, contracts, indebtedness, liabilities and obligations of any person, firm, association, corporation or ​ Exhibit B-1       Table of Contents organization, and to pay for the same or any part or combination thereof in cash, shares of the capital stock, bonds, debentures, debenture stock, notes, or other obligations of the corporation or otherwise, or by undertaking and assuming the whole or any part of the liabilities or obligations of the transferor; and to hold or in any manner dispose of the whole or any part of the property and assets so acquired, and to conduct in any lawful manner the whole or any part of the business so acquired and to exercise all the powers necessary or convenient in and about the conduct, management and carrying on of such business. (6) To purchase, subscribe for, acquire, own, hold, sell, exchange, assign, transfer, mortgage, pledge or otherwise dispose of shares of voting trust certificates for shares of the capital stock, or any bonds, notes, securities or evidence of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state or district or country, nation or government to issue in exchange therefor shares of the capital stock, bonds, notes or other obligations of the corporation and while the owners thereof to exercise all the rights, powers and privileges of ownership including the right to vote on any shares of stock or voting trust certificates so owned; to promote, lend money to any corporation or association of which any bonds, stocks, voting trust certificates, or other securities or evidences of indebtedness shall be held by or for this corporation, or in which or in the welfare of which, this corporation shall have any interest, and to do any acts and things permitted by law and designed to protect, preserve, improve or enhance the value of any such bonds, stocks or other securities or evidences of indebtedness or the property of this corporation. (7) In general, to carry on any other lawful business whatsoever in connection with the foregoing or which is calculated directly or indirectly to promote the interest of the corporation or to enhance the value of its properties and to have and exercise all the rights, powers and privileges, which are now or may hereafter be conferred by the laws of Illinois, to execute, from time to time, general or special powers of attorney to persons, firms, associations or corporations either in the United States or in any other country, state or locality, and to revoke same as and when the Board of Directors may determine; and so far as lawvirtually. There will permit, to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do, and in any part of the world, either as principal, agent, contractor, or otherwise, or through corporations of which it may own the stock or securities, or any part thereof, or otherwise, and either alone or in company with others. (8) To have all other powers possessed by corporations organized or operating under the general corporation law of the State of Illinois. RESTATED ARTICLE R-V The aggregate number of shares which the Corporation is authorized to issue is 2,401,000,000 divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows: Class Series (if any) Number of Shares Par Value per Share or Statement that Shares are Without Par Value Preferred Shares Issuable in series 1,000,000 $1 per share Common Shares None 2,400,000,000 Without par value The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: SECTION A The Preferred Shares 1. The Preferred Shares may be issued in one or more series and with such designation for each such series sufficient to distinguish the shares thereof from the shares of all other series and classes, as shall be stated and expressed in the resolution or resolutions providing for the issue of each such series adopted by the Board of Directors. The Board of Directors in any such resolution or resolutions is hereby expressly authorized to divide the Preferred Shares into series and to fix and determine the relative rights and preferences of the shares of any series so established as to: (i) The rate per annum at which the holders of shares shall be entitled to receive dividends. ​       Exhibit B-2 ​ Table of Contents (ii) The price at and the terms and conditions on which shares may be redeemed. (iii) The amount payable upon shares in event of involuntary liquidation. (iv) The amount payable upon shares in event of voluntary liquidation. (v) The sinking fund provisions, if any, for the redemption or purchase of shares. (vi) The terms and conditions on which shares may be converted, if the shares are issued with the privilege of conversion. The Board of Directors may increase the number of shares designated for any existing series by a resolution adding to such series authorized and unissued Preferred Shares not designated for any other series. 2. All preferred Shares of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times as provided in paragraph 3 of this Section A, may differ as to the dates from which dividends thereon shall be cumulative. 3. Before any dividends on the Common Shares or on any other class or classes of shares of the Corporation, ranking junior to the Preferred Shares with respect to payment of dividends, shall be paid or declared or set apart for payment, the holders of Preferred Shares shall be entitled to receive when and as declared by the Board of Directors, cumulative cash dividends, out of any funds legally available for the declaration of dividends and in the case of each series at the rate per annum, and no more, for the particular series fixed in the resolution or resolutions providing for the issue of such series of Preferred Shares, adopted by the Board of Directors, payable quarterly on such dates, in each year, as may be fixed in such resolution or resolutions. With respect to each series of the Preferred Shares, such dividends shall be cumulative from the respective dates of issue thereof. No dividends shall be paid on any series of the Preferred Shares in respect of any dividend period unless all cumulative dividends accrued prior to said dividend period with respect to all Preferred Shares of each other series shall have been paid or declared and set aside for payment. 4. The holders of Preferred Shares shall be entitled to vote as a class and otherwise as provided by law. 5. Preferred shares which have been redeemed or shall have been purchased, converted or otherwise acquired by the Corporation may thereafter be reissued under such terms and conditions, not inconsistent with the provisions of this Section A, as the Board of Directors may thereafter determine. 6. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and before any distribution of the assets of the Corporation shall be made to or set apart for the holders of the Common Shares or of any other class of shares of the Corporation ranking junior to the Preferred Shares with respect to payment of dividends or upon dissolution, liquidation or winding up of the Corporation, the holders of the shares of each series of the Preferred Shares then outstanding shall be entitled to receive payment of such amount, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series; but such holders upon receipt of such payment shall be entitled to no further payment. 7. In case of any liquidation, dissolution or winding up of the Corporation, if the amounts payable with respect to all series of Preferred Shares then outstanding are not paid in full, the shares of all series of the Preferred Shares shall share proportionately in accordance with the respective amounts which would be payable on said shares if all amounts payable were paid in full. 8. A consolidation or merger of the Corporation with or into one or more corporations shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section A. SECTION B The Common Shares 1. Subject to the limitations set forth in Section A of this Restated Article R-V, the holders of Common Shares shall be entitled to dividends if, when and as the same shall be declared by the Board of Directors out of funds of the Corporation legally available thereof. 2. The holders of Common Shares shall be entitled to vote as provided by law. ​ Exhibit B-3       ​ Table of Contents SECTION C The Preferred and Common Shares No holder of shares of any class of the Corporation shall be entitled as of right to subscribe to or purchase any additional or increased shares of any class (whether now or hereafter authorized), or obligations convertible into any class or classes of shares (whether now or hereafter authorized), or shares of any class convertible into shares of any other class or classes (whether now or hereafter authorized), or obligations, shares or other securities carrying warrants or rights to subscribe to shares of the Corporation of any class or classes (whether now or hereafter authorized), but any and all shares, bonds, debentures or other securities or obligations, whether or not convertible into shares or carrying warrants entitling the holders thereof to subscribe to shares, may be issued, sold or disposed of from time to time by the board of Directors to such persons, firms or corporations andphysical location for such consideration (so far as may be permitted by law, by the Articles of Incorporation of the Corporation, and by the terms of any resolution creating any series of Preferred Shares) as the Board of Directors shall from time to time in its absolute discretion determine. Among other things the Board of Directors shall have the right at any time and from time to time to offer, sell and issue shares of any class of the Corporation, or obligations, shares or other securities carrying warrants or rights to subscribe to shares of the Corporation of any class or classes, to employees of the Corporation and to employees of subsidiaries of the Corporation without first offering the same to itsshare holdersshareholders, for such prices or considerations, and upon such terms and conditions as the Board of Directors shall from time to time determine, and upon any such issuance and sale, or plan or proposal to issue and sell, the Board of Directors may classify employees as in its discretion it may deem advisable, and may differentiate between classes, and exclude any class from participation. The fact that an employee may be a director or an officer of the Corporation, or any of its subsidiaries, shall not disqualify him from participation as an employee in any such issuance or sale to employees. RESTATED ARTICLE R-VI 1. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the Illinois Business Corporation Act, or (iv) for any transaction from which the director derived an improper personal benefit; provided that the foregoing provision shall not eliminate or limit the liability of a director for any act or omission occurring before the date this provision became effective. 2. Any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall, in the case of persons who are or were directors or officers of the corporation, and may, as to such other persons, be indemnified (and the corporation shall, in the case of persons who are or were directors or officers of the corporation, and may, as to such other persons, advance expenses incurred in defending such actions, suits or proceedings) to the fullest extent now or hereafter permitted by law. 3. The foregoing right of indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. ​       Exhibit B-4 ​ Table of Contents RESTATED ARTICLE R-VII (Amended) 1.    The class and number of shares issued on the date ofadoption offiling thisRestatement of theAmended and Restated Articles of Incorporation and thestatedamount of paid-in capitaland paid-in surplus as of such datewereare:1 Class Series (If Any) Number of Shares Par Value StatedPaid-in Capital with Respect Thereto Common None 4,388,318[·] $5Without par value $ 41,889,395.75[·] Paid-in SurplusPreferred None Designated 0 $1 $ None0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TotalStatedPaid-in Capitaland Paid-in Surplus $ 41,889,395.75[·] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.    The class and number of shares and the stated capital and paid-in surplus set forth in paragraph 1 above are changed by this Amendment and Restatement as follows: Effective as of the close of business on the date of filing this Amendment and Restatement with the Secretary of State of Illinois each of the presently issued Common Shares of $5 par value is hereby changed into three Common Shares without par value authorized by this amendment to and restatement of Articles of Incorporation. The amendment does not affect stated capital or paid-in surplus. RESTATED ARTICLE R-VIII (Amended) The foregoing Restated Articles R-I to R-VII are an amendment constituting a restatement of the Articles of Incorporation of Abbott Laboratories, effective as of the date of issuance of the Certificate of Amendment of Articles of Incorporation by the Secretary of State, and shall from that time supersede and stand in lieu of the Corporation's pre-existing Articles of Incorporation.[Intentionally omitted.] ARTICLE R-IX A majority of the directors then in office may fill one or more vacancies occurring in the board of directors arising between meetings of shareholders by reason of an increase in the number of directors or otherwise and any director so elected shall serve until the next annual meeting of shareholders, provided that at no time may the number of directors selected to fill vacancies in this manner during any interim period between meetings of shareholders exceed 331/3 percent of the total membership of the board of directors. RESTATED ARTICLE R-X (Amended) Any proposed amendment to this Amended and Restated Articles of Incorporation subject to a vote of the shareholders pursuant to Section 10.20(c) of the Illinois Business Corporation Act ("IBCA") (or any successor thereto) shall be adopted by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the votes of the outstanding shares entitled to vote on such proposed amendment (unless any class or series of shares of the Corporation is entitled to vote as a class on such proposed amendment, in which event such proposed amendment shall be adopted by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the outstanding shares of each such class or series ofshares entitled to vote as a class on such proposed amendment and of the total outstanding shares entitled to vote on such proposed amendment). The vote requirement for shareholder approval set forth in this Restated Article R-X supersedes the two-thirds vote requirement set forth in Section 10.20(c) of the IBCA. 1 Amounts to be inserted on the date of filing Articles of Amendment with the Secretary of State of the State of Illinois. ​ Exhibit B-5       ​ Table of Contents RESTATED ARTICLE R-XI (Amended) (i) Any proposed plan of merger, consolidation or exchange subject to approval by the shareholders pursuant to Section 11.20(a) of the IBCA (or any successor thereto); (ii) any sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of the Corporation, if not made in the usual and regular course of its business, subject to approval by the shareholders pursuant to Section 11.60(c) of the IBCA (or any successor thereto); and (iii) any voluntary dissolution of the Corporation subject to approval by the shareholders pursuant to Section 12.15(c) of the IBCA (or any successor thereto); in each case, shall be approved by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the votes of the outstanding shares of the Corporation entitled to vote on the applicable matter (unless any class or series of shares of the Corporation is entitled to vote as a class on such matter, in which event such matter shall be approved by the shareholders of the Corporation upon receipt by the Corporation of the affirmative vote of at least a majority of the outstanding shares of each such class or series of shares entitled to vote as a class on such matter and of the total outstanding shares entitled to vote on such matter). The vote requirement for shareholder approval set forth in this Restated Article R-XI supersedes the two-thirds vote requirement set forth in each of the sections of the IBCA referenced above in this Restated Article R-XI. ​       Exhibit B-6 ​ Table of Contents Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-6400 U.S.A. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT MEETING DATE APRIL 23, 2021 9:00 A.M. CENTRAL TIME ​   ​ ​ ​ ​ ​ ​ YOUR VOTE IS IMPORTANT Please sign and promptly return your proxy in the enclosed envelope or vote your shares by telephone or using the Internet. ​   ​ ​ ​ ​ ​ ​ In light of restrictions and guidelines on group gatherings issued by government and public health officials regarding the ongoing coronavirus pandemic, and to support the health and safety of Abbott's shareholders, employees, and communities, shareholders may only attend the Annual Meeting, virtually. Shareholdersand shareholders will not be able to attend the Annual Meeting in person. How to Attend the Meeting on the Virtual Meeting Platform.Shareholders will be able to attend, vote their shares, and submit questions during the Annual Meeting at www.meetingcenter.io/290382097. To be admitted to the meeting, shareholders will be required to enter the meeting password (ABT2021) and a 15-digit control number.meetnow.global/ABT2023. Please see pages 12 to 1391 and 92 of this proxy statement for instructions on how to be admitted toattend the Annual Meeting. How to Attend the Meeting by Phone.Shareholders who wish to attend the meeting by phone should contact Abbott representatives at 224-668-7238 or abbottshareholders@abbott.com no later than April 21, 2023 to obtain the meeting telephone number in advance of the meeting. Shareholders participating by phone will be able to listen to the meeting but will not have the ability to vote or submit questions during the meeting. Shareholders who wish to vote their shares or submit questions during the meeting should attend the meeting on the virtual meeting platform.   Table of Contents MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/ Go to www.investorvote.com/abt delete QR code and control # or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/abt Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/abt 2023 Annual Meeting Proxy Card 6IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6 A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Item 1, FOR Items 2 and 3, and 1 YEAR on Item 4. 1. Election of 1412 Directors: For Against Abstain For Against Abstain For Against Abstain 01 - R.J.– R. J. Alpern ☐ ☐ ☐ 02 – C. Babineaux-Fontenot    ☐ ☐ ☐ 03 – S. E. Blount ☐ ☐ ☐ 04 – R. B. Ford ☐ ☐ ☐ 05 - M.A.– P. Gonzalez ☐ ☐ ☐ 06 – M. A. Kumbier 09 - W.A. Osborn 13 - G.F. Tilton For Against Abstain 2. Ratification of Ernst & Young LLP as Auditors 02 - R.S. Austin 03 - S.E. Blount ☐ ☐ ☐ 07 -– D. W. McDew ☐ ☐ ☐ 08 – N. McKinstry ☐ ☐ ☐ 09 – M. G. O’Grady ☐ ☐ ☐ 10 – M. F. Roman ☐ ☐ ☐ 11 - D.J.– D. J. Starks 04 - R.B. Ford 08 - P.N. Novakovic ☐ ☐ ☐ 12 - J.G.– J. G. Stratton 06 - D.W. McDew 10 - M.F. Roman 14 - M.D. White 3. Say on Pay - An Advisory Vote ☐ ☐ ☐     For Against Abstain       1 Year 2 Years 3 Years Abstain   2. Ratification of Ernst & Young LLP As Auditors ☐ ☐ ☐       4.  Say When on Pay - An Advisory Vote on the Approval of the Frequency of Shareholder Votes on Executive Compensation ☐ ☐ ☐ ☐                                 3. Say on Pay - An Advisory Vote on the Approval of Executive Compensation ☐ ☐ ☐                                           The Board of Directors recommends a vote AGAINST Items 5, 6, 7, and 8.       For Against Abstain         For Against Abstain   5. Shareholder Proposal – Special Shareholder Meeting Threshold ☐ ☐ ☐       7.  Shareholder Proposal – Lobbying Disclosure   ☐ ☐ ☐                                 6. Shareholder Proposal – Independent Board Chairman ☐ ☐ ☐   8. Shareholder Proposal – Incentive Compensation   ☐ ☐ ☐                             03R6BD Table of Contents The Abbott Laboratories 2023 Annual Meeting of Shareholders will be held at 9:00 a.m. Central Time on Friday, April 28, 2023, at meetnow.global/ABT2023. There will not be a physical location for the Annual Meeting, and shareholders will not be able to attend the Annual Meeting in person. How to Attend the Meeting on the Virtual Meeting Platform. Shareholders will be able to attend, vote their shares, and submit questions during the Annual Meeting at meetnow.global/ABT2023. To be admitted to the meeting, you must have the 15-digit control number printed on the reverse side of this form. How to Attend the Meeting by Phone. Shareholders who wish to attend the meeting by phone should contact Abbott representatives at 224-668-7238 or abbottshareholders@abbott.com to obtain the meeting telephone number in advance of the meeting. Shareholders participating by phone will be able to listen to the meeting but will not have the ability to vote or submit questions during the meeting. Small steps make an impact. Help the environment by consenting to Approve Executive Compensation Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees 4. Amendments to the Articles of Incorporation to Eliminate Statutory Supermajority Voting Standards for: For Against Abstain For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. (a) Amendments to the Articles of Incorporation _____________________________________________________________________ (b) Approval of Certain Extraordinary Transactions ForAgainst Abstain ForAgainst Abstain For Against Abstain 5. Shareholder Proposal - Lobbying Disclosure 6. Shareholder Proposal - Report on Racial Justice 7. Shareholder Proposal - Independent Board Chairman Pleasereceive electronic delivery, sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title and, where more than one is named, a majority should sign. Date (mm/dd/yyyy)up at www.investorvote.com/abt 6IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6 Proxy — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 9 0 7 5 2 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 P C F 4 03DVJE MMMMMMMMM Abbott Laboratories Proxy Solicited on Behalf of the Board of Directors for Annual Meeting - April 28, 2023 The undersigned, revoking all previous proxies, acknowledges receipt of the Notice and Proxy Statement dated March 17, 2023, in connection with the Annual Meeting of Shareholders of Abbott Laboratories to be held at 9:00 a.m. Central Time on Friday, April 28, 2023, and hereby appoints Robert B. Ford and Hubert L. Allen, or either of them, proxy for the undersigned, with full power of substitution, to represent and vote all shares of the undersigned upon all matters properly coming before the Annual Meeting or any adjournments thereof. If the undersigned is a participant in the Abbott Laboratories Stock Retirement Plan, then this card also instructs the plan’s Investment Committee to vote as specified at the 2023 Annual Meeting of Shareholders, and any adjournments thereof, all shares of Abbott Laboratories held in the undersigned’s plan account upon the matters indicated and in their discretion upon such other matters as may properly come before the meeting. Abbott’s proxy holders reserve the right to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than other nominees (or no votes at all). This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no such directions are indicated, this proxy will be voted FOR the election of the nominees listed in Item 1, FOR Items 2 and 3, 1 YEAR on Item 4, and AGAINST Items 5, 6, 7, and 8. In their discretion, the proxy holders are authorized to vote upon any other matters as may properly come before the meeting. (Items to be voted appear on reverse side) B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. The Board of Directors recommends a vote AGAINST Items 5, 6 and 7. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed in Item 1 and FOR Items 2, 3 and 4. 2021 Annual Meeting Proxy Card1234 5678 9012 345 Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title and, where more than one is named, a majority should sign.   In light of restrictions and guidelines on group gatherings issued by government and public health officials regarding Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the ongoing coronavirus pandemic, and to supportbox. Signature 2 – Please keep signature within the health and safety of Abbott’s shareholders, employees, and communities, shareholders may only attend the Annual Meeting virtually at www.meetingcenter.io/290382097. Shareholders will not be able to attend the Annual Meeting in person. To access the Annual Meeting, you must have the 15-digit control number that is printed in the circle in the shaded bar located on the reverse side of this form and the meeting password ABT2021. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Proxy Solicited on Behalf of the Board of Directors for Annual Meeting - April 23, 2021 The undersigned, revoking all previous proxies, acknowledges receipt of the Notice and Proxy Statement dated March 12, 2021, in connection with the Annual Meeting of Shareholders of Abbott Laboratories to be held at 9:00 a.m. on April 23, 2021, at the corporation’s headquarters, and hereby appoints Robert B. Ford and Hubert L. Allen, or either of them, proxy for the undersigned, with full power of substitution, to represent and vote all shares of the undersigned upon all matters properly coming before the Annual Meeting or any adjournments thereof. If the undersigned is a participant in the Abbott Laboratories Stock Retirement Plan, then this card also instructs the plan’s Investment Committee to vote as specified at the 2021 Annual Meeting of Shareholders, and any adjournments thereof, all shares of Abbott Laboratories held in the undersigned’s plan account upon the matters indicated and in their discretion upon such other matters as may properly come before the meeting. Abbott’s proxy holders reserve the right to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than other nominees (or no votes at all). This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no such directions are indicated, this proxy will be voted FOR the election of the nominees listed in Item 1, FORbox.        /      / C Non-Voting Items 2, 3 and 4, and AGAINST Items 5, 6 and 7. In their discretion, the proxy holders are authorized to vote upon any other matters as may properly come before the meeting. (Items to be voted appear on reverse side) Change of Address —– Please print new address below. Comments —– Please print your comments below. + C Non-Voting Items Proxy — Abbott Laboratories Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/abt 0000001800 7 2022-01-01 2022-12-31