Current Report Filing (8-k)
09 Dezember 2022 - 10:03PM
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2022-12-09
2022-12-09
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2022-12-09
2022-12-09
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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):
December 9, 2022
ABBOTT LABORATORIES
(Exact name of registrant as specified in
its charter)
Illinois
(State or other jurisdiction of incorporation)
1-2189 |
|
36-0698440 |
(Commission File Number) |
|
(I.R.S. Employer 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
Not Applicable
(Former name or former address, if changed since
last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares, Without Par Value |
ABT |
New York Stock Exchange
Chicago Stock Exchange, Inc. |
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 ¨
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. ¨
Common Shares, Without Par Value |
|
ABT |
|
| Item 5.03 | Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year |
On December 9, 2022, Abbott’s Board of Directors amended
and restated Abbott’s by-laws (the “Amended and Restated By-Laws”), effective immediately. The Amended and Restated
By-laws, among other things:
| · | Update and clarify the procedural mechanics and information requirements for shareholder nominations of directors and shareholder
proposals (other than proposals to be included in Abbott’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) at shareholder meetings, including to address matters relating to Rule 14a-19
under the Exchange Act; |
| · | Update certain procedural mechanics for special meetings of shareholders; |
| · | Clarify the powers of the Board and the Chair of a shareholder meeting to regulate conduct at such meeting; and |
| · | Make various other updates, including ministerial and conforming changes, as well as changes in furtherance of gender neutrality. |
The foregoing summary of the amendments does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Amended and Restated By-laws, which are attached hereto as Exhibit 3.1
and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
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.
Date: December 9, 2022 |
ABBOTT LABORATORIES |
|
|
|
|
|
By: |
/s/ Robert E. Funck, Jr. |
|
Name: |
Robert E. Funck, Jr. |
|
Title: |
Executive Vice President, Finance and Chief Financial
Officer |
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