ABBVIE INC. | Simple Majority vote at ABBVIE INC.

Status
53.49% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
ABBV
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals, or a simple majority in compliance with applicable laws.
Supporting statement
If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes any existing supermajority vote requirement that result from default to state law and can be subject to replacement. This proposal topic was approved by 99% of ABBV shares in 2021.
This 2023 proposal includes that the Board take all the steps necessary at its discretion to help ensure that the topic of this proposal is approved by shareholders including a commitment to hire a proxy solicitor to conduct an intensive campaign, a commitment to adjourn the annual meeting to obtain the votes required if necessary and to take a 2-year process to adopt this proposal topic. Extraordinary measures need to be taken to adopt this proposal topic due to the dead hand of our undemocratic governance provisions that require an 80% approval from all ABBV shares outstanding - given that less than 80% of ABBV typically vote at the annual meeting.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Anima Sgr For As the elimination of supermajority vote requirements would improve shareholder rights and approval of this non-binding item may convey to the board that shareholders may wish for it to take additional steps to ensure they are removed.
The binding proposal to eliminate certain supermajority requirements, their removal would improve shareholder rights and there are no concerns with the company's ownership structure as it relates to their removal.
LocalTapiola Asset Management Ltd For A vote FOR this proposal is warranted. The elimination of supermajority vote requirements would improve shareholder rights and approval of this non-binding item may convey to the board that shareholders may wish for it to take additional steps to ensure they are removed.
Rothschild & co Asset Management For
Kutxabank Gestion SGIIC SAU. Against

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