AbbVie Inc.

The proposal requests that the board adopt a formal policy, and amend bylaws if needed, requiring the chair of the board to be an independent director whenever possible, with phased implementation at the next CEO transition and a waiver if no independent director is available. Proponents (Mercy Investment Services and co-filers) argue an independent chair provides stronger, unconflicted oversight of management and the CEO, particularly in an industry subject to high regulatory and litigation risk. The resolution cites investor survey results and recent legal/regulatory matters involving AbbVie as part of the rationale. The policy would also require the board to select a new independent chair within a reasonable time if a previously independent chair becomes non-independent.