AbbVie Inc. — Regulatory Filings 2024

Nov 4, 2024

S-8 1 tm2427253d2_s8.htm S-8

Registration No. 333 -

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

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FORM S-8

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REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

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ABBVIE INC.

(Exact name of registrant as specified in its charter)

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Delaware	32-0375147
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(847) 932-7900

(Address of Principal Executive Offices, Including Zip Code)

AbbVie Savings Program (Full title of the plan)

Perry C. Siatis, Esq.

Executive Vice President, General Counsel and Secretary

AbbVie Inc.

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(847) 932-7900 (Name, address and telephone number, including area code, of agent for service)

Copies to :

Sophia Hudson, P.C.

Zoey Hitzert

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

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EXPLANATORY NOTE

AbbVie Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register additional shares of common stock of the Registrant, par value $0.01 per share (the “Common Stock”), that may be offered or sold pursuant to the AbbVie Savings Program. This Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the AbbVie Savings Program.

This Registration Statement relates to securities of the same class as those registered under a prior Registration Statement and is being filed in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant to such instruction, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-185564, filed by the Registrant on December 19, 2012, relating to the AbbVie Savings Program.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on January 2, 2013)
4.2	Third Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on September 10, 2024)
4.3	Description of Common Stock (incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K filed on February 20, 2024)
23.1*	Consent of Ernst & Young LLP
24.1*	Power of Attorney (included in the signature page to this Registration Statement)
107*	Filing Fee Table

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• Filed herewith.

Pursuant to the instruction to Item 8 of Form S-8, no opinion of counsel as to the legality of the shares of Common Stock registered with respect to the AbbVie Savings Program is furnished because no original issuance securities are being registered.

The Registrant will submit or has submitted the AbbVie Savings Program and any amendments thereto to the U.S. Internal Revenue Service (the “IRS”) in a timely manner in accordance with the agency’s regulations and has made or will make all changes required by the IRS in order to qualify the program under Section 401 of the U.S. Internal Revenue Code of 1986, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in North Chicago, Illinois, on November 4, 2024.

/s/ Scott T. Reents
Name:	Scott T. Reents
Title:	Executive Vice President, Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Robert A. Michael, Perry C. Siatis, and Scott T. Reents, and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Date
/s/ Robert A. Michael	Chief Executive Officer and Director (Principal Executive Officer)	November 4, 2024
Robert A. Michael
/s/ Scott T. Reents	Executive Vice President, Chief Financial Officer ( Principal Financial Officer)	November 4, 2024
Scott T. Reents
/s/ Kevin K. Buckbee	Senior Vice President, Controller (Principal Accounting Officer)	November 4, 2024
Kevin K. Buckbee
/s/ Richard A. Gonzalez	Executive Chairman of the Board	November 4, 2024
Richard A. Gonzalez
/s/ Robert J. Alpern, M.D.	Director	November 4, 2024
Robert J. Alpern, M.D.
/s/ Roxanne S. Austin	Director	November 4, 2024
Roxanne S. Austin

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/s/ William H.L. Burnside	Director	November 4, 2024
William H.L. Burnside
/s/ Jennifer L. Davis	Director	November 4, 2024
Jennifer L. Davis
/s/ Thomas C. Freyman	Director	November 4, 2024
Thomas C. Freyman
/s/ Brett J. Hart	Director	November 4, 2024
Brett J. Hart
/s/ Melody B. Meyer	Director	November 4, 2024
Melody B. Meyer
/s/ Susan E. Quaggin, M.D.	Director	November 4, 2024
Susan E. Quaggin, M.D.
/s/ Edward J. Rapp	Director	November 4, 2024
Edward J. Rapp
/s/ Rebecca B. Roberts	Director	November 4, 2024
Rebecca B. Roberts
/s/ Glenn F. Tilton	Director	November 4, 2024
Glenn F. Tilton
/s/ Frederick H. Waddell	Director	November 4, 2024
Frederick H. Waddell

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Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in North Chicago, Illinois, on November 4, 2024.

| /s/
Demetris Crum | |
| --- | --- |
| Name: | Demetris Crum |
| | Vice President of Total Rewards |
| Title: | Plan Administrator |

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