ABBOTT LABORATORIES (NYSE:ABT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On February16, 2017, Abbott Laboratories Board of Directors
amended the first sentence of ArticleIII, Section2 of Abbotts
by-laws to provide that Abbotts Board of Directors shall consist
of eleven persons, effective as of April28, 2017. Abbotts 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 April28, 2017.
The following is a summary of the matters voted on at that
meeting.
(1) The shareholders elected Abbotts entire Board of Directors.
The persons elected to Abbotts 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 |
|
VotesFor |
|
VotesWithheld |
|
BrokerNon-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 Abbotts 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 |
|
BrokerNon-Votes |
|
1,520,578,303 |
17,715,744 |
2,854,192 |
|
(3) The shareholders voted to approve the compensation of
Abbotts 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 |
|
BrokerNon-Votes |
|
1,240,432,464 |
58,330,616 |
9,982,213 |
232,402,946 |
(4) The shareholders voted to approve managements
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 |
|
EveryTwo Years |
|
EveryThree Years |
|
Abstain |
|
BrokerNon- 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 |
|
BrokerNon-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 |
|
BrokerNon-Votes |
|
1,286,085,814 |
14,701,261 |
7,958,218 |
232,402,946 |
(7) The shareholders rejected a shareholder proposal requesting
that Abbotts 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 |
|
BrokerNon-Votes |
|
485,043,452 |
813,075,181 |
10,626,660 |
232,402,946 |
Item 9.01 Financial Statements and
Exhibits
|
ExhibitNo. |
|
Exhibit |
|
3.1 |
By-Laws of Abbott Laboratories, as amended and restated |
About ABBOTT LABORATORIES (NYSE:ABT)
Abbott Laboratories (Abbott) is engaged in the discovery, development, manufacture and sale of a line of healthcare products. The Company operates in four business segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products and Vascular Products. The Established Pharmaceutical Products segment includes the international sales of a line of branded generic pharmaceutical products. The Nutrition Products segment includes the sales of a line of adult and pediatric nutritional products. The Diagnostic Products includes the sales of diagnostic systems and tests for blood banks, hospitals, commercial laboratories and alternate-care testing sites. The Vascular Products includes the sales of coronary, endovascular, structural heart, vessel closure and other medical device products. ABBOTT LABORATORIES (NYSE:ABT) Recent Trading Information
ABBOTT LABORATORIES (NYSE:ABT) closed its last trading session up +0.12 at 43.72 with 6,166,080 shares trading hands.
