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

 

April 28, 2017

Date of Report (Date of earliest event reported)

 

ABBOTT LABORATORIES

(Exact name of registrant as specified in charter)

 


 

Illinois

 

1-2189

 

36-0698440

(State or other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 


 

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code:  (224) 667-6100

 

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))

 

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   o

 

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.   o

 

 

 



 

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

 

On February 16, 2017, Abbott Laboratories’ Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of eleven persons, effective as of April 28, 2017.  Abbott’s by-laws previously provided that the Board of Directors consisted of twelve persons.

 

Item 5.07 — Submission of Matters to a Vote of Security Holders.

 

Abbott held its Annual Meeting of Shareholders on April 28, 2017.  The following is a summary of the matters voted on at that meeting.

 

(1)         The shareholders elected Abbott’s entire Board of Directors.  The persons elected to Abbott’s Board of Directors and the number of shares cast for, the number of shares withheld, and the number of broker non-votes, with respect to each of these persons, were as follows:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Robert J. Alpern, M.D.

 

1,298,877,279

 

9,868,013

 

232,402,946

Roxanne S. Austin

 

1,251,151,109

 

57,594,184

 

232,402,946

Sally E. Blount, Ph.D.

 

1,299,820,271

 

8,925,021

 

232,402,946

Edward M. Liddy

 

1,273,119,389

 

35,625,903

 

232,402,946

Nancy McKinstry

 

1,301,509,914

 

7,235,378

 

232,402,946

Phebe N. Novakovic

 

1,299,745,215

 

9,000,078

 

232,402,946

William A. Osborn

 

1,278,989,927

 

29,755,366

 

232,402,946

Samuel C. Scott III

 

1,280,207,132

 

28,538,161

 

232,402,946

Daniel J. Starks

 

1,301,278,858

 

7,466,434

 

232,402,946

Glenn F. Tilton

 

1,244,895,300

 

63,849,993

 

232,402,946

Miles D. White

 

1,236,741,734

 

72,003,559

 

232,402,946

 

(2)         The shareholders ratified the appointment of Ernst & Young LLP as Abbott’s auditors.  The number of shares cast in favor of the ratification of Ernst & Young LLP, the number against, the number abstaining, and the number of broker non-votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,520,578,303

 

17,715,744

 

2,854,192

 

0

 

2



 

(3)         The shareholders voted to approve the compensation of Abbott’s named executive officers listed in the proxy statement for the 2017 annual meeting, with 94.78 percent of the votes cast voting “For” the proposal.  The shareholder vote is advisory and non-binding. The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,240,432,464

 

58,330,616

 

9,982,213

 

232,402,946

 

(4)         The shareholders voted to approve management’s recommendation that Abbott present shareholders with the opportunity to vote on the compensation awarded to its named executive officers annually, with 89.43 percent of the votes cast voting “1 Year” for the proposal.  The shareholder vote is advisory and non-binding. The number of shares cast in favor of holding the vote annually, every two years or every three years, the number abstaining, and the number of broker non-votes were as follows:

 

Annual

 

Every Two
Years

 

Every Three
Years

 

Abstain

 

Broker Non-
Votes

1,170,365,921

 

8,812,867

 

125,102,630

 

4,463,875

 

232,402,946

 

(5)         The shareholders voted to approve the Abbott Laboratories 2017 Incentive Stock Program, with 88.66 percent of the votes cast voting “For” the proposal.  The number of shares cast in favor of the approval of the Abbott Laboratories 2017 Incentive Stock Program, the number against, the number abstaining, and the number of broker non-votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,160,302,743

 

138,437,185

 

10,005,365

 

232,402,946

 

(6)         The shareholders voted to approve the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees, with 98.27 percent of the votes cast voting “For” the proposal.  The number of shares cast in favor of the approval of the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees, the number against, the number abstaining, and the number of broker non-votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,286,085,814

 

14,701,261

 

7,958,218

 

232,402,946

 

3



 

(7)         The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy that the Board Chairman be an independent director, with 37.06 percent of the votes cast voting “For” the proposal.  The number of shares cast in favor of the shareholder proposal, the number against, the number abstaining, and the number of broker non-votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

485,043,452

 

813,075,181

 

10,626,660

 

232,402,946

 

Item 9.01                   Financial Statements and Exhibits

 

Exhibit No.

 

Exhibit

 

 

 

3.1

 

By-Laws of Abbott Laboratories, as amended and restated effective April 28, 2017.

 

4



 

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.

 

 

ABBOTT LABORATORIES

 

 

Date: May 3, 2017

By:

/s/ Brian B. Yoor

 

 

Brian B. Yoor

 

 

Executive Vice President, Finance

 

 

and Chief Financial Officer

 

5



 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

 

 

 

3.1

 

By-Laws of Abbott Laboratories, as amended and restated effective April 28, 2017.

 

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