AbbVie Inc. — Board/Management Information 2016

Feb 22, 2016

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 or 15(d) of the*

*Securities Exchange Act of 1934*

Date of Report (Date of earliest event reported): February 22, 2016 (February 18, 2016)

*ABBVIE INC.*

(Exact name of registrant as specified in its charter)

Delaware	001-35565	32-0375147
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

*1 North Waukegan Road*

*North Chicago, Illinois 60064-6400*

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 932-7900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.*

On February 18, 2016, the Board of Directors of AbbVie Inc. (the “Company”) approved and adopted Amended and Restated By-laws to implement proxy access. Article II, Section 2.13 has been added to the By-laws to permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to 25% of the Board, beginning in connection with the Company’s 2017 annual meeting of shareholders, provided that the shareholders and the nominees satisfy the requirements specified in the By-laws. Article II, Sections 2.8 and 2.10 were also amended for related technical and administrative changes.

The foregoing description of the Company’s By-laws is qualified in its entirety by reference to the full text of the Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

*Item 9.01. Financial Statements and Exhibits.*

Exhibit No.	Exhibit
3.1	Amended and Restated By-laws of AbbVie Inc. adopted on February 18, 2016

2

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*SIGNATURE*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Laura J. Schumacher
Name: Laura J. Schumacher
Title: Executive Vice President, External Affairs, General Counsel and Corporate Secretary

3

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*EXHIBIT INDEX*

Exhibit No.	Exhibit
3.1	Amended and Restated By-laws of AbbVie Inc. adopted on February 18, 2016

4

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