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):  April 26, 2013

 

Abbott Laboratories

(Exact name of registrant as specified in its charter)

 

 

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

 (Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (847) 937-6100

 

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))

 

 

 

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

 

Abbott Laboratories held its Annual Meeting of Shareholders on April 26, 2013.  The following is a summary of the matters voted on at that meeting.

 

(a)         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.		1,114,802,267		7,104,044		206,376,087
Roxanne S. Austin		1,001,191,583		120,714,729		206,376,087
Sally E. Blount, Ph.D.		1,114,398,261		7,508,050		206,376,087
W. James Farrell		1,108,474,766		13,431,545		206,376,087
Edward M. Liddy		1,099,633,336		22,272,975		206,376,087
Nancy McKinstry		1,095,314,354		26,591,957		206,376,087
Phebe N. Novakovic		1,114,657,412		7,248,899		206,376,087
William A. Osborn		1,103,050,399		18,855,912		206,376,087
Samuel C. Scott III		1,108,013,011		13,893,300		206,376,087
Glenn F. Tilton		1,089,537,974		32,368,337		206,376,087
Miles D. White		1,066,097,855		55,808,456		206,376,087

 

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

 

For		Against		Abstain		Broker Non-Votes
1,311,370,350		13,030,527		3,881,522		0

 

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(c)          The shareholders voted to approve the compensation of Abbott’s named executive officers listed in the proxy statement for the 2013 annual meeting, with 84.52 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
948,174,000		160,150,370		13,581,942		206,376,087

 

(d)         The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy of removing genetically engineered ingredients from all nutritional products sold or manufactured by Abbott, with 2.68 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
30,029,557		904,369,801		187,506,954		206,376,087

 

(e)          The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors prepare a report, to be updated annually, containing certain disclosures about Abbott’s lobbying policy, procedures, and expenditures, with 24.15 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
270,912,649		680,368,204		170,625,459		206,376,087

 

(f)           The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy that the Board’s chairman be an independent director, with 21.52 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
241,496,129		870,021,371		10,388,812		206,376,087

 

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(g)          The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy regarding retention by senior executives of Abbott shares acquired through equity compensation programs and hedging transactions for such shares, with 23.40 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
262,542,703		845,553,616		13,809,993		206,376,087

 

(h)         The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy that financial performance metrics shall not be adjusted to exclude compliance costs when determining senior executive incentive compensation awards, with 38.77 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
434,950,301		677,555,335		9,400,676		206,376,087

 

(i)             The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy regarding accelerated vesting of equity awards to named executive officers in the event of a change of control of Abbott, with 29.52 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
331,176,519		778,305,104		12,424,689		206,376,087

 

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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.

 

	ABBOTT LABORATORIES
Date: April 29, 2013	By:	/s/ Thomas C. Freyman
		Thomas C. Freyman
		Executive Vice President, Finance
		and Chief Financial Officer

 

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