ABBV — 8-K

false --12-31 0001551152 Common Stock, $0.01 Par Value ABBV 0001551152 2024-09-06 2024-09-06 0001551152 us-gaap:CommonStockMember exch:XNYS 2024-09-06 2024-09-06 0001551152 exch:XCHI us-gaap:CommonStockMember 2024-09-06 2024-09-06 0001551152 abbv:SeniorNotes0.750Percentdue2027Member exch:XNYS 2024-09-06 2024-09-06 0001551152 abbv:SeniorNotes2.125Percentdue2028Member exch:XNYS 2024-09-06 2024-09-06 0001551152 abbv:SeniorNotes2.625Percentdue2028Member exch:XNYS 2024-09-06 2024-09-06 0001551152 abbv:SeniorNotes2.125Percentdue2029Member exch:XNYS 2024-09-06 2024-09-06 0001551152 abbv:SeniorNotes1.250Percentdue2031Member exch:XNYS 2024-09-06 2024-09-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): September 6, 2024 ABBVIE INC. (Exact name of registrant as specified in its charter) Delaware 001-35565 32-0375147 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer 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: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 Par Value ABBV New York Stock Exchange Chicago Stock Exchange 0.750% Senior Notes due 2027 ABBV27 New York Stock Exchange 2.125% Senior Notes due 2028 ABBV28 New York Stock Exchange 2.625% Senior Notes due 2028 ABBV28B New York Stock Exchange 2.125% Senior Notes due 2029 ABBV29 New York Stock Exchange 1.250% Senior Notes due 2031 ABBV31 New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ¨ Common Stock, $0.01 Par Value ABBV Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year On September 6, 2024, the Board of Directors of AbbVie Inc. (the “Company”) approved an amendment and restatement of the Company’s By-laws (the “Third Amended and Restated By-laws”), effective as of such date. The amendments set forth in the Third Amended and Restated By-laws, (1) update the address of Company’s registered agent, and (2) delete section 2.13(D)(iv) in its entirety. Company is the defendant in a stockholder class action complaint challenging the lawfulness of Section 2.13(D)(iv). Company believes the provision is lawful but no longer has any practical value to the Company. Accordingly, Company does not believe defending this provision is the best use of company resources. The foregoing summary of the Third Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated By-laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit 3.1 Third Amended and Restated By-laws of AbbVie Inc. adopted September 6, 2024. 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101) 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. ABBVIE INC. Date: September 10, 2024 By: /s/ Perry C. Siatis Perry C. Siatis Executive Vice President, General Counsel and Secretary