DEF 14A 1 abt3910011-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by a party other than the Registrant

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☑		Definitive Proxy Statement
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☐		Soliciting Material under §240.14a-12

Abbott Laboratories

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS AND

PROXY STATEMENT 2022

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Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400 U.S.A.

On the Cover: Dr. Veronika Meyer

St. Gallen, Switzerland

Veronika, a retired professor of chromatography, has been active her entire life, and takes every opportunity she can to go hiking in the mountains – those near her home, and others far afield. Notably, she was the first woman with a mechanical heart valve to reach the summit of Mt. Everest.

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TABLE OF CONTENTS

	PAGE

Notice of 2022 Annual Meeting of Shareholders	2

Proxy Summary	3

Nominees for Election as Directors (Item 1 on Proxy Card)	10

The Board of Directors and Its Committees	16
The Board of Directors	16
Leadership Structure	16
Board Diversity and Composition	18
Director Selection	19
Board Oversight	20
Committees of the Board of Directors	21
Shareholder Engagement	24
Board Evaluation Process	24
Communicating with the Board of Directors	25
Corporate Governance Materials	25
Director Compensation	26

Executive Compensation	28
Compensation Discussion and Analysis	28
Compensation Committee Report	51
Compensation Risk Assessment	52
Summary Compensation Table	54
2021 Grants of Plan Based Awards	57
2021 Outstanding Equity Awards at Fiscal Year End	58
2021 Option Exercises and Stock Vested	61
Pension Benefits	61
Potential Payments Upon Termination or Change in Control	65
CEO Pay Ratio	68

Ratification of Ernst & Young LLP as Auditors (Item 2 on Proxy Card)	69
Report of the Audit Committee	70

Say on Pay—An Advisory Vote on the Approval of Executive Compensation (Item 3 on Proxy Card)	71

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Shareholder Proposals	73
Shareholder Proposal on Special Shareholder Meeting Threshold (Item 4 on Proxy Card)	73
Shareholder Proposal on Independent Board Chairman (Item 5 on Proxy Card)	75
Shareholder Proposal on Rule 10b5-1 Plans (Item 6 on Proxy Card)	78
Shareholder Proposal on Lobbying Disclosure (Item 7 on Proxy Card)	80
Shareholder Proposal on Antimicrobial Resistance Report (Item 8 on Proxy Card)	83

Additional Information	86
Security Ownership of Executive Officers and Directors	86
Information Concerning Security Ownership	87
Approval Process for Related Person Transactions	87
Date for Receipt of Shareholder Proposals for the 2023 Annual Meeting Proxy Statement	88
Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting	88
General	89

Information About the Annual Meeting	90

Cautionary Statement Regarding Forward-Looking Statements	94

Exhibit A—Director Independence Standard	A-1

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2022

The Annual Meeting of the Shareholders of Abbott Laboratories will be held on Friday, April 29, 2022, at 9:00 a.m. Central Time.

The 2022 Annual Meeting of Shareholders will be held virtually to enable broader and more convenient shareholder participation and to support the health and safety of Abbott’s shareholders, employees, and communities during the ongoing coronavirus pandemic. There will not be a physical location for the Annual Meeting, and shareholders will not be able to attend the Annual Meeting in person.

Shareholders of record as of the close of business on March 2, 2022 will be able to attend the Annual Meeting at meetnow.global/ABT2022. To be admitted to the Annual Meeting, shareholders will be required to enter a 15-digit control number. Shareholders who wish to attend the meeting on a listen-only phone line should contact Abbott representatives at 224-668-7238 or abbottshareholders@abbott.com to obtain the meeting telephone number in advance of the meeting. Please see page 90 for further instructions on how to be admitted to the Annual Meeting.

Shareholders will be asked to vote on the following items of business:

Agenda		Board Voting Recommendation
Item 1	Election of the 12 director nominees named in this proxy statement to hold office until the next Annual Meeting or until the next meeting of shareholders at which directors are elected	FOR Each Director Nominee
Item 2	Ratification of the appointment of Ernst & Young LLP as auditors of Abbott for 2022	FOR
Item 3	Approval, on an advisory basis, of executive compensation	FOR
Items 4-8	Five shareholder proposals, if properly presented at the meeting	AGAINST

Shareholders will also transact such other business as may properly come before the meeting, including any adjournment or postponement thereof.

This proxy statement and the accompanying proxy card, and the Notice of Internet Availability of Proxy Materials, are being provided to shareholders on or about March 18, 2022.

Abbott’s 2022 Proxy Statement and 2021 Annual Report to Shareholders are available at www.abbott.com/proxy.

YOUR VOTE IS IMPORTANT

Please sign and promptly return your proxy or voting instruction form in the enclosed envelope, or vote your shares by telephone or using the Internet.

If you are a registered shareholder (you received your proxy materials from Abbott through Abbott’s transfer agent, Computershare), you may vote your shares by telephone (1-800-652-VOTE (8683)) or on the Internet at www.investorvote.com/abt.

If you are a beneficial shareholder (you received your proxy materials from a broker, bank, or other agent), please refer to the voting instructions provided to you by your broker, bank, or other agent.

By order of the Board of Directors.

HUBERT L. ALLEN
Secretary

March 18, 2022

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PROXY SUMMARY

This summary contains highlights about Abbott and the upcoming 2022 Annual Meeting of Shareholders. This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire proxy statement carefully before voting.

ABBOTT’S DIVERSIFIED BUSINESS MODEL DELIVERS LEADING SHAREHOLDER RETURNS

Abbott’s sustained strong performance has resulted in total shareholder return (TSR) exceeding the peer median and major market indices on a one-, three-, and five-year basis.

Abbott’s three-year TSR of 104% is more than twice that of the peer group median, and Abbott’s five-year TSR of 300% is more than four times that of the peer median. These consistent top-tier returns are driven by strong execution, an effective governance structure, and the strength of our diversified business model with leadership positions in some of the largest and fastest growing markets in healthcare and innovative product portfolios across our businesses.

Abbott delivered strong returns for shareholders in 2021, despite the continued global impact and uncertainty of COVID-19, and exceeded the financial targets that were set at the beginning of the year. Abbott’s one-year TSR was 31%, more than two and a half times the peer median TSR, a testament to the strength of our diversified business model and ability to innovate and deliver in this challenging environment.

In addition to delivering significant shareholder returns, Abbott continued to take important steps to position the Company for long-term, sustainable growth.

ROBUST INNOVATION
PIPELINE

INVESTING FOR
FUTURE GROWTH

SHAREHOLDER
RETURNS

GLOBAL LEADER IN
COVID-19 TESTING

● Steady stream of important product approvals across our businesses that will be significant contributors to growth in the coming years.

● Increased manufacturing scale and capabilities across several important products.

● Nearly $2 billion invested in internal capital projects in the past year.

● Returned 50% of operating cash flow to shareholders in 2021 and announced the 50th year of consecutive dividend increases, demonstrating Abbott’s financial strength and commitment to shareholder returns.

● Delivered 1 billion tests in 2021 to help meet global testing needs.

● Abbott’s rapid response and significant scale have allowed for broad access to testing and further positioned Abbott as a global leader in diagnostics.


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EXECUTIVE COMPENSATION

SHAREHOLDER FEEDBACK

In 2021, we met or initiated contact with shareholders representing over 60% of our outstanding shares, including 100% of our top 20 investors, in an open dialogue to discuss our compensation program and various topics, including:

	●	The pandemic’s impact on our business, our COVID-19 testing response, and the strength and resilience of our diversified business model.
	●	Business and sustainability strategy, including Abbott’s new 2030 Sustainability Plan and its focus on creating new life-changing technologies and products, expanding access and affordability of new product innovations and advancing health equity.
	●	Human capital management and Abbott’s commitment to diversity, equity, and inclusion, including Abbott’s new Diversity, Equity and Inclusion Report which provides goals, our progress against them, and disclosure of EEO-1 data.
	●	Board composition and refreshment, including the addition of four new independent directors since 2018, three of whom are women and/or minorities.
	●	Executive compensation program, including Abbott’s continued enhanced compensation disclosure.

Their feedback was overwhelmingly positive, which was reflected in the 92% support for our Say-on-Pay Proposal.

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

The following practices and policies ensure alignment of interests between shareholders and executives, and effective ongoing compensation governance.

Compensation Practice		Abbott Policy	More Information On Page
Compensation is Market-Based	Yes	Benchmark peers with investment profiles, operating characteristics, and employment and business markets similar to Abbott. Annual incentive plan goals are set to exceed market growth in relevant markets/business segments	30-33
Compensation is Performance-Based	Yes	Short-term and long-term incentive awards are 100% performance based. Annual incentive plan goals are set to exceed market growth in relevant markets/business segments	31-33
Double-Trigger Change in Control	Yes	Provide change in control benefits under double-trigger circumstances only	66-67
Recoupment Policy	Yes	Forfeiture for misconduct provision in equity grants and recoup compensation when warranted	51
Robust Share Ownership Guidelines	Yes	Require significant share ownership for officers and directors, and share retention requirements until guidelines are met	27 and 50
Capped Incentive Awards	Yes	Incentive award payments are capped	32 and 53
Independent Compensation Committee Consultant	Yes	Committee consultant performs no other work for Abbott	22
Tax Gross Ups	No	No tax gross ups under our executive officer pay program	49-50
Guaranteed Bonuses	No	No guaranteed bonuses	31
Employment Contracts	No	No employment contracts	65
Excessive Risk Taking	No	No highly leveraged incentive plans that encourage excessive risk taking	52-53
Hedging of Company Shares	No	No hedging of Abbott shares is allowed	51 and 53
Discounted Stock Options	No	No discounted stock options are allowed or granted	52

Details of the compensation decisions made for our named executive officers are outlined on pages 38 to 48.

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DIRECTOR NOMINEES

The Board of Directors recommends a vote FOR the election of each of the following nominees for director. All nominees are currently serving as directors. Additional information about each director nominee’s background and experience can be found beginning on page 10.

Name	Principal Occupation	Age	Director Since	Committee Memberships
ROBERT J. ALPERN, M.D. Independent	Professor and Former Dean, Yale School of Medicine	71	2008	● Nominations and Governance ● Public Policy
SALLY E. BLOUNT, PH.D. Independent	President and CEO, Catholic Charities of the Archdiocese of Chicago, and Professor and Former Dean, J.L. Kellogg Graduate School of Management	60	2011	● Nominations and Governance ● Public Policy
ROBERT B. FORD	Chairman of the Board and Chief Executive Officer, Abbott Laboratories	48	2019	● Executive (Chair)
PAOLA GONZALEZ Independent	Vice President and Treasurer, The Clorox Company	50	2021	● Audit
MICHELLE A. KUMBIER Independent	President, Turf & Consumer Products, Briggs & Stratton, LLC	54	2018	● Audit ● Compensation
DARREN W. McDEW Independent	Retired General, U.S. Air Force, and Former Commander of U.S. Transportation Command	61	2019	● Nominations and Governance ● Public Policy
NANCY McKINSTRY Independent	CEO and Chairman of the Executive Board, Wolters Kluwer N.V.	63	2011	● Audit (Chair) ● Compensation ● Executive
WILLIAM A. OSBORN Lead Independent Director	Retired Chairman and CEO, Northern Trust Corporation	74	2008	● Compensation ● Nominations and Governance (Chair) ● Executive
MICHAEL F. ROMAN Independent	Chairman, President, and CEO, 3M Company	62	2021	● Audit ● Compensation
DANIEL J. STARKS Independent	Retired Chairman, President and CEO, St. Jude Medical, Inc.	67	2017	● Public Policy
JOHN G. STRATTON Independent	Executive Chairman, Frontier Communications Parent, Inc.	61	2017	● Audit ● Public Policy
GLENN F. TILTON Independent	Retired Chairman, President and CEO, UAL Corporation	73	2007	● Audit ● Public Policy (Chair) ● Executive


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CORPORATE GOVERNANCE

Abbott is committed to strong corporate governance that is aligned with shareholder interests. Our Board spends significant time with Abbott’s senior management to understand the dynamics, issues, and opportunities for Abbott, and also regularly monitors leading practices in governance and adopts measures that it determines are in the best interest of Abbott and its shareholders.

LEAD INDEPENDENT DIRECTOR WITH DISTINCT RESPONSIBILITIES

	Elected annually by independent directors
	Regularly presides over executive sessions of independent directors at Board meetings and provides feedback to management
	Reviews matters, such as agenda items and schedule sufficiency
	Leads annual performance review process
	Oversees process for identifying and evaluating director candidates

	Authority to call meetings of independent directors
	Communicate regularly with the Chairman regarding appropriate agenda topics and other Board-related matters
	Confers with the Nominations and Governance Committee and the CEO regarding management succession planning
	Liaises between Chairman and independent directors
	Engages directly with major shareholders as appropriate

ROBUST BOARD EVALUATION AND REFRESHMENT PROCESS

OTHER BOARD GOVERNANCE HIGHLIGHTS

●	Fully independent Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee
●	Committee chairs recommended to the Board by the Nominations and Governance Committee and approved by the full Board
●	All directors elected annually by majority vote
●	Executive sessions of the independent directors, led by the Lead Independent Director, at each regularly scheduled Board meeting
●	Annual anonymous evaluations of the Board, Committees, and each director
●	Strong risk oversight, with areas of focus including business strategy, human capital, cybersecurity and data protection, and Abbott’s sustainability, environmental, and social responsibility practices


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HIGHLY QUALIFIED BOARD, WITH BROAD DIVERSITY ACROSS BACKGROUNDS, SKILLS AND EXPERIENCES

THE 12 DIRECTOR NOMINEES COMPRISE A WELL-BALANCED, DIVERSE BOARD.
*RELEVANT EXPERTISE TO PROVIDE OVERSIGHT AND GUIDANCE FOR ABBOTT’S DIVERSIFIED OPERATING MODEL*		TENURE
Healthcare and Medical Device Industry
Finance
Risk Management, including Data/Cybersecurity
Global Strategy and Operations
Regulatory/Compliance		BOARD DIVERSITY
Consumer Products
Senior Leadership with Multinational Corporations and Diverse Business Models
Global Supply Chain Operations
Government and Military Leadership


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OUR COMMITMENT TO SUSTAINABILITY

At Abbott, sustainability means managing our company to deliver long-term positive impact for the people we serve—shaping the future of healthcare and helping the greatest number of people live better and healthier lives.

Our sustainability efforts are focused on the most relevant industry and company-specific risks and opportunities. In December 2020, we launched our new 2030 Sustainability Plan focused on Abbott’s greatest opportunities to make an impact.

These areas have been identified through an in-depth materiality analysis, directed by executive management, and in partnership with numerous diverse external stakeholders, including suppliers, customers, and investors. We aim to deliver sustainable, responsible growth that improves lives and creates value in communities around the world.

2030 SUSTAINABILITY PLAN GOALS

Our work touched 2 billion lives this past year, and by 2030, we intend to reach more than 3 billion lives per year, improving the lives of 1 in every 3 people on the planet by 2030.

INNOVATE FOR ACCESS AND AFFORDABILITY

	Make access and affordability core to new product innovation		Transform care for chronic disease, malnutrition and infectious diseases		Advance health equity through partnership

Integrate access, affordability and data insights as design principles into our work and portfolio.		Innovate to transform the standard of care for diabetes and deliver break-through technologies to improve clinical outcomes for people with cardiovascular disease. Deliver scalable, integrated solutions to reduce preventable deaths and infectious diseases with diagnostics, treatment and education programs.		Expand affordable access to healthcare for underserved, diverse and at-risk communities by delivering innovative, decentralized models of care. Partner with stakeholders to improve health outcomes by advancing standards and building access to affordable, integrated solutions.

BUILD A FOUNDATION FOR THE FUTURE

CLIMATE

Protect a healthy environment

Protect our climate and water, including reducing absolute Scope 1 and 2 carbon emissions by 30% from 2018 baseline

Reduce product packaging and waste, including addressing 50 million pounds of packaging and using circular economy approach to achieve at least 90% waste diversion rate

OUR PEOPLE

Build the diverse, innovative workforce of tomorrow

Create opportunities in Abbott’s STEM programs and internships for more than 100,000 young people

Achieve gender balance across our global management team and ensure one-third of our U.S. leadership roles are held by people from underrepresented groups

SUPPLY CHAIN

Ensure a resilient, diverse and responsible supply chain

DATA AND DATA PRIVACY

Responsibly connect data, technology, and care

Certify that 80% of newly contracted direct material spends incorporate social responsibility requirements

Ensure ethical sourcing from suppliers with high-risk sustainability factors through 100% auditing

Increase spend with diverse and small businesses 50%

Be a trusted healthcare leader in secure and responsible data collection, use, management and privacy, in order to protect our patients and customers, empower them to make better, more complete decisions about their health, and drive innovation through insights and analytics

The Board of Directors and its committees have oversight over Abbott’s environmental, social and governance practices. The Board has regular discussions with management on all the above sustainability matters, as well as workplace, management, and Board diversity, emerging governance practices and trends, global compliance matters, and sustainability reporting.

Executive compensation is linked to Sustainability commitments, as discussed in more detail on pages 36 and 37.

To learn more about Abbott’s Sustainability efforts, please visit www.abbott.com/responsibility/sustainability.html.


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VOTING MATTERS AND BOARD RECOMMENDATIONS

ITEM 1		Election of 12 Director Nominees Named in this Proxy Statement: The Board recommends a vote *FOR* each nominee ● Highly qualified Board, with diversity in backgrounds, skills and experiences. ● Relevant expertise to provide oversight and guidance for Abbott’s diversified operating model. See pages 10 to 15 for more information.

ITEM 2		Ratification of Ernst & Young LLP as Auditors: The Board recommends a vote *FOR* ● Independent firm with significant industry and financial reporting expertise. ● See pages 69 to 70 for more information.

ITEM 3		Say on Pay: Advisory Vote on the Approval of Executive Compensation: The Board recommends a vote *FOR* ● Market-based structure producing differentiated awards based on both company and individual performance, managed with independent oversight by the Compensation Committee. ● Aligned to drive Abbott’s strategic priorities, reflects consistent above-market TSR and upper quartile relative 3-year TSR performance vs. peers, as well as upper quartile 1-year and 5-year TSR. See pages 71 and 72 for more information.

SHAREHOLDER PROPOSALS 4-8		The Board recommends a vote *AGAINST* ● Proposal 4: Special Shareholder Meeting Threshold ● Proposal 5: Independent Board Chairman ● Proposal 6: 10b5-1 Plans ● Proposal 7: Lobbying Disclosure ● Proposal 8: Antimicrobial Resistance Report ● See pages 73 to 85 for more information.


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NOMINEES FOR ELECTION AS DIRECTORS

ROBERT J. ALPERN, M. D.

Director Since 2008 Age 71

Ensign Professor of Medicine and Physiology and Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine

PROFESSIONAL BACKGROUND

●	Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine since June 2004.
●	Dean of Yale School of Medicine from June 2004 to January 2020.
●	Dean of The University of Texas Southwestern Medical Center from July 1998 to May 2004.
●	Served on the Board of Directors of Yale New Haven Hospital from October 2005 to January 2020.

OTHER PUBLIC COMPANY BOARDS

AbbVie Inc., Tricida, Inc.

KEY QUALIFICATIONS AND EXPERTISE

As a result of his long-tenured leadership positions at the Yale School of Medicine and The University of Texas Southwestern Medical Center, and as a former Director on the Board of Yale New Haven Hospital, Dr. Alpern contributes valuable insights to the Board through his medical and scientific expertise and his knowledge of the health care environment and the scientific nature of Abbott’s key research and development initiatives.

SALLY E. BLOUNT, PH. D.

Director Since 2011 Age 60

President and Chief Executive Officer, Catholic Charities of the Archdiocese of Chicago, and Michael L. Nemmers Professor of Strategy and Former Dean of the J.L. Kellogg Graduate School of Management at Northwestern University

PROFESSIONAL BACKGROUND

●	President and Chief Executive Officer and Board Member of Catholic Charities of the Archdiocese of Chicago since August 2020.
●	Michael L. Nemmers Professor of Strategy and Dean of the J.L. Kellogg Graduate School of Management at Northwestern University from 2010 to 2018.
●	Dean of the New York University Undergraduate College and Vice Dean of its Leonard N. Stern School of Business from 2004 to 2010.
●	Professor at the New York University Leonard School of Business from 2001 to 2010, and became the Abraham L. Gitlow Professor of Management in 2004.
●	Held academic posts at the University of Chicago’s Graduate School of Business from 1992 to 2001.
●	Serves on the Board of Directors of the Joyce Foundation.

OTHER PUBLIC COMPANY BOARDS

Ulta Beauty, Inc.

KEY QUALIFICATIONS AND EXPERTISE

Having served as Dean of the J.L. Kellogg Graduate School of Management at Northwestern University and as Vice Dean and Dean of the Undergraduate College of New York University’s Leonard N. Stern School of Business, Ms. Blount provides Abbott’s Board with expertise on business organization, governance and business management matters.


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ROBERT B. FORD

Director Since 2019 Age 48

Chairman of the Board and Chief Executive Officer, Abbott Laboratories

PROFESSIONAL BACKGROUND

●	Chairman of the Board and Chief Executive Officer of Abbott since December 2021.
●	President and Chief Executive Officer of Abbott from March 2020 to December 2021.
●	President and Chief Operating Officer of Abbott from 2018 to 2020.
●	Executive Vice President, Medical Devices of Abbott from 2015 to 2018.
●	Senior Vice President, Diabetes Care of Abbott from 2014 to 2015.
●	Held various leadership roles across Abbott’s Diagnostics, Nutrition, and Diabetes Care businesses in the U.S. and Latin America since joining Abbott in 1996.

KEY QUALIFICATIONS AND EXPERTISE

As Abbott’s Chairman of the Board and Chief Executive Officer, and having previously held various leadership positions at Abbott, including Chief Operating Officer, where he was responsible for all of Abbott’s operating businesses, Mr. Ford contributes an extensive knowledge of the Company’s global operations, a wide breadth of experience in strategy and execution, and valuable insights into global healthcare markets.

PAOLA GONZALEZ

Director Since 2021 Age 50

Vice President and Treasurer, The Clorox Company

PROFESSIONAL BACKGROUND

●	Vice President and Treasurer of The Clorox Company, a manufacturer and marketer of consumer and professional products, since January 2018.
●	Vice President of Finance, Household and Lifestyle Segments of Clorox from 2010 to 2017.
●	Vice President of Finance, Global Strategic Initiatives of Clorox from 2008 to 2010.
●	Held various leadership roles in finance across Clorox since joining Clorox in 1997.
●	Prior to Clorox, worked in finance for American Airlines in Latin America.

KEY QUALIFICATIONS AND EXPERTISE

As Vice President and Treasurer of The Clorox Company, Ms. Gonzalez is responsible for treasury, investor relations and real estate matters, and through her prior financial roles in several of its businesses, has considerable experience providing financial leadership to a multinational public company with multiple businesses, contributing significant financial expertise and knowledge of financial statements, corporate finance and accounting matters.


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MICHELLE A. KUMBIER

Director Since 2018 Age 54

President, Turf & Consumer Products, Briggs & Stratton, LLC

PROFESSIONAL BACKGROUND

●	Senior Vice President and President, Turf & Consumer Products of Briggs & Stratton, LLC, a manufacturer and marketer of engines and outdoor power equipment, since March 2022.
●	Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a motorcycle and related products manufacturer, from 2017 to 2020.
●	Senior Vice President of Motor Company Product and Operations of Harley-Davidson from 2015 to 2017.
●	Held various other executive roles across Harley-Davidson, from 1997 to 2015.
●	Held various positions at Kohler Company, maker of premium plumbing products, from 1986 to 1997.

OTHER PUBLIC COMPANY BOARDS

Teledyne Technologies Incorporated, Tenneco Inc. In connection with Tenneco’s publicly announced agreement to be acquired by Apollo Funds, Ms. Kumbier would cease to be a Tenneco Director upon the acquisition closing.

KEY QUALIFICATIONS AND EXPERTISE

Having served in several executive roles at Harley-Davidson, Ms. Kumbier contributes extensive experience in the management of a multinational public company, including significant manufacturing, product development, business development and strategic planning experience.

DARREN W. MCDEW

Director Since 2019 Age 61

Retired General, United States Air Force, and Former Commander of U.S. Transportation Command

PROFESSIONAL BACKGROUND

●	Four-star general who served for 36 years in the United States military before retiring in October 2018.
●	Commander, U.S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018.
●	Held various leadership roles across the U.S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division.
●	Serves on the Board of Directors of Rolls-Royce, North America, Inc., United Services Automobile Association, and Boys & Girls Club of America.

OTHER PUBLIC COMPANY BOARDS

Parsons Corporation

KEY QUALIFICATIONS AND EXPERTISE

Through his extensive leadership in the U.S. Air Force, General McDew contributes significant experience managing large, complex global operations, including strategic planning, security and risk management, cybersecurity, and supply chain and infrastructure management.


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NANCY MCKINSTRY

Director Since 2011 Age 63

Chief Executive Officer and Chairman of the Executive Board, Wolters Kluwer N.V.

PROFESSIONAL BACKGROUND

●	Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., a global information, software, and services provider, since September 2003, and a member of its Executive Board since June 2001.
●	Member of the European Round Table of Industrialists.
●	Serves on the Board of Directors of Russell Reynolds Associates and the Board of Overseers of Columbia Business School.
●	Served on the Board of Directors of Telefonaktiebolaget LM Ericsson from 2004 to 2012.

OTHER PUBLIC COMPANY BOARDS

Accenture plc

KEY QUALIFICATIONS AND EXPERTISE

As the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience, including an understanding of key issues facing a multinational business such as Abbott’s.

WILLIAM A. OSBORN

Lead Independent Director

Director Since 2008 Age 74

Retired Chairman and Chief Executive Officer, Northern Trust Corporation

PROFESSIONAL BACKGROUND

●	Chairman of Northern Trust Corporation, a multibank holding company, from 1995 to 2009 and Chief Executive Officer from 1995 to 2008.
●	President of Northern Trust Corporation and The Northern Trust Company, a banking services company, from 2003 to 2006.
●	Served on the Board of Directors of Nicor, Inc. from 1999 to 2006.
●	Served on the Board of Directors of Tribune Company from 2001 to 2012.
●	Served on the Board of Directors of Caterpillar Inc. from 2000 to 2021.
●	Served on the Board of Directors of General Dynamics Corporation from 2009 to 2021.

KEY QUALIFICATIONS AND EXPERTISE

Having served as the Chairman and Chief Executive Officer of Northern Trust Corporation, Mr. Osborn acquired broad experience in successfully overseeing complex global businesses operating in highly regulated industries, including oversight of financial, operational, and governance matters facing large public companies.


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MICHAEL F. ROMAN

Director Since 2021 Age 62

Chairman of the Board, President and Chief Executive Officer, 3M Company

PROFESSIONAL BACKGROUND

●	Chairman of the Board, President and Chief Executive Officer of 3M Company, a global manufacturing and technology company, since May 2019.
●	Chief Executive Officer of 3M from July 2018 to May 2019.
●	Chief Operating Officer and Executive Vice President of 3M from July 2017 to June 2018 with direct responsibilities for 3M’s five business groups and its international operations.
●	Executive Vice President, Industrial Business Group of 3M from June 2014 to July 2017.
●	Senior Vice President, Business Development of 3M from May 2013 to June 2014.
●	Vice President and General Manager of Industrial Adhesives and Tapes Division of 3M from September 2011 to May 2013.

OTHER PUBLIC COMPANY BOARDS

3M Company

KEY QUALIFICATIONS AND EXPERTISE

As Chairman of the Board, President and Chief Executive Officer of 3M Company, Mr. Roman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable insights into corporate strategy and risk management.

DANIEL J. STARKS

Director Since 2017 Age 67

Retired Chairman, President and Chief Executive Officer, St. Jude Medical, Inc.

PROFESSIONAL BACKGROUND

●	Executive Chairman of the Board of St. Jude Medical, Inc., a medical device manufacturer, from January 2016 to January 2017, when Abbott completed its acquisition of St. Jude Medical.
●	Chairman, President and Chief Executive Officer of St. Jude Medical from 2004 until his retirement in January 2016.
●	President and Chief Operating Officer of St. Jude Medical from 2001 to 2004.
●	President and CEO, Cardiac Rhythm Management Business of St. Jude Medical from 1997 to 2001.

KEY QUALIFICATIONS AND EXPERTISE

Having served as St. Jude Medical’s Executive Chairman and its Chairman, President and Chief Executive Officer, and having joined St. Jude Medical in 1996, Mr. Starks contributes not only comprehensive and critical knowledge of St. Jude Medical’s operations, but also extensive business and management experience operating a global public company in a highly regulated industry.


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JOHN G. STRATTON

Director Since 2017 Age 61

Executive Chairman, Frontier Communications Parent, Inc.

PROFESSIONAL BACKGROUND

●	Executive Chairman of Frontier Communications Parent, Inc., a telecommunications company, since April 2021.
●	Executive Vice President and President of Global Operations of Verizon Communications Inc. from 2015 to 2018.
●	Executive Vice President and President of Global Enterprise and Consumer Wireline of Verizon from 2014 to 2015.
●	President of Verizon Enterprise Solutions from 2012 to 2014.
●	Chief Operating Officer and Executive Vice President of Verizon Wireless from 2010 to 2012.
●	Member of The President’s National Security Telecommunications Advisory Committee from 2012 to 2018.
●	Director of the Cellular Telecommunications Industry Association from 2015 to 2018.

OTHER PUBLIC COMPANY BOARDS

Frontier Communications Parent, Inc., General Dynamics Corporation

KEY QUALIFICATIONS AND EXPERTISE

Through his executive leadership experience, Mr. Stratton contributes extensive business and management expertise operating a global public company such as Abbott, including valuable insights on corporate strategy and risk management. His service on the National Security Telecommunications Advisory Committee enables him to provide government perspective and experience in a highly regulated industry.

GLENN F. TILTON

Director Since 2007 Age 73

Retired Chairman, President and Chief Executive Officer, UAL Corporation

PROFESSIONAL BACKGROUND

●	Chairman, President and Chief Executive Officer of UAL Corporation, an airline holding company, and Chairman and Chief Executive Officer of United Air Lines, Inc., an air transportation company and wholly owned subsidiary of UAL Corporation, from September 2002 to October 2010.
●	Served on the Board of Directors of United Continental Holdings, Inc. from 2001 to 2013 and served as its Non-Executive Chairman of the Board from October 2010 to December 2012.
●	Served on the Board of Directors of Lincoln National Corporation from 2002 to 2007, TXU Corporation from 2005 to 2007, and Corning Incorporated from 2010 to 2012.
●	Chairman of the Midwest for JPMorgan Chase & Co. and a member of its companywide Executive Committee from June 2011 to June 2014.

OTHER PUBLIC COMPANY BOARDS

AbbVie Inc., Phillips 66

KEY QUALIFICATIONS AND EXPERTISE

Having previously served as Chief Executive Officer of UAL Corporation and United Air Lines, Non-Executive Chairman of the Board of United Continental Holdings, Inc., Chairman of the Midwest for JPMorgan Chase & Co., Chairman, President, and Vice Chairman of Chevron Texaco, and as Interim Chairman of Dynegy, Inc., Mr. Tilton acquired strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as expertise in finance and capital markets matters.


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THE BOARD OF DIRECTORS AND ITS COMMITTEES

THE BOARD OF DIRECTORS

The Board of Directors held 8 meetings in 2021. The average attendance of all directors at Board and committee meetings in 2021 was 95% and each director attended at least 75% of the total number of Board meetings and meetings of the committees on which he or she served. Abbott encourages its Board members to attend the annual shareholders meeting. Last year, all of Abbott’s directors attended the annual shareholders meeting.

The Board has determined that each of following director nominees is independent in accordance with the New York Stock Exchange listing standards: Robert J. Alpern, M.D., Sally E. Blount, Ph.D., Paola Gonzalez, Michelle A. Kumbier, Darren W. McDew, Nancy McKinstry, William A. Osborn, Michael F. Roman, Daniel J. Starks, John G. Stratton, and Glenn F. Tilton, as well as Roxanne S. Austin, who will continue to serve as a director until the 2022 Annual Meeting, and Edward M. Liddy and Phoebe N. Novakovic, who served as directors during a portion of 2021.

To determine independence, the Board applied the categorical standards attached as Exhibit A to this proxy statement. The Board also considered whether a director has any other material relationships with Abbott or its subsidiaries and concluded that none of these directors had a relationship that impaired his or her independence. This included consideration of the fact that some of the directors or their family members are officers or serve on boards of companies or entities to which Abbott sold products or made contributions or from which Abbott purchased products and services during the year. In making its determination, the Board relied on both information provided by the directors and information developed internally by Abbott.

LEADERSHIP STRUCTURE

Abbott’s current Board leadership is comprised of the Chairman of the Board and Chief Executive Officer, a Lead Independent Director, and independent Committee chairs.

Robert B. Ford currently serves as Chairman of the Board and Chief Executive Officer. The Board believes this is in the best interests of Abbott and its shareholders, as it provides cohesive leadership and direction for the Board and executive management, as well as clear accountability and unified leadership in the execution of strategic initiatives and business plans. Mr. Ford also has extensive industry expertise and familiarity with Abbott’s global businesses, such that his strategic and operational insights provide the Board with a comprehensive vision, from long-term strategic direction to day-to-day execution.

Abbott’s Board leadership is further strengthened by:

●	A strong Lead Independent Director with significant roles and responsibilities who is selected by and from the independent members of the Board. Currently, the Chair of the Nominations and Governance Committee, Mr. Osborn, is the Lead Independent Director.
●	Fully independent Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee, as required by Abbott’s Governance Guidelines.
●	Committee chairs who are recommended to the Board by the Nominations and Governance Committee and approved by the full Board.
●	Executive sessions of the independent directors, led by the Lead Independent Director, that generally take place at each regularly scheduled Board meeting.
●	Annual anonymous evaluations of each director, including the Chairman of the Board and Chief Executive Officer, led by the Lead Independent Director and conducted by all directors.

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Key functions and responsibilities of the Lead Independent Director include:

● Preside at regularly conducted executive sessions of the independent directors and provide feedback to the Chairman and CEO and other senior management, as appropriate,

● Preside at all meetings of the Board at which the Chairman is not present,

● Facilitate communication with the Board and serve as liaison between the Chairman and the independent directors,

● Communicate regularly with the Chairman regarding appropriate agenda topics and other Board related matters,

● Review and approve matters, such as agenda items, meeting schedules to assure sufficient time for discussion of all agenda items, and, where appropriate, information provided to the Board,

● Confer with the Nominations and Governance Committee and the CEO regarding management succession planning,

● Lead the annual performance reviews of individual directors, the full Board, and each of its Committees,

● Oversee the process for identifying and evaluating director candidates,

● Work with management on corporate governance issues and developments,

● Has the authority to call meetings of the independent directors, and

● Engage directly with major shareholders as appropriate.

The Board reviews its leadership structure at least annually and has determined that this structure is in the best interests of Abbott and its shareholders at this time. This structure balances strong, independent oversight with extensive business knowledge and experience. The Board also retains the flexibility necessary to adopt the leadership structure in the best interests of Abbott and its shareholders based on the specific circumstances and needs of the business over time.

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BOARD DIVERSITY AND COMPOSITION

In the process of identifying nominees to serve as members of the Board of Directors, the Nominations and Governance Committee considers the Board’s diversity of relevant experience, areas of expertise, ethnicity, gender, and geography and assesses the effectiveness of the process in achieving that diversity.

The process used to identify and select nominees has resulted in a balanced, diverse, and well-rounded Board of Directors that possesses the skills, experiences, and perspectives necessary for its oversight role. All of Abbott’s directors exhibit:

Global business perspective

Successful track record

Innovative thinking

Knowledge of corporate governance requirements and practices

High integrity

	Commitment to good corporate citizenship

THE 12 DIRECTOR NOMINEES COMPRISE A WELL-BALANCED, DIVERSE BOARD.
*RELEVANT EXPERTISE TO PROVIDE OVERSIGHT AND GUIDANCE FOR ABBOTT’S DIVERSIFIED OPERATING MODEL*		TENURE
Healthcare and Medical Device Industry
Finance
Risk Management, including Data/Cybersecurity
Global Strategy and Operations
Regulatory/Compliance		BOARD DIVERSITY
Consumer Products
Senior Leadership with Multinational Corporations and Diverse Business Models
Global Supply Chain Operations
Government and Military Leadership


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DIRECTOR SELECTION

The Nominations and Governance Committee assists the Board of Directors in identifying individuals qualified to become Board members and recommends to the Board the nominees for election as directors at the next annual meeting of shareholders. The process used by the Nominations and Governance Committee to identify a nominee to serve as a member of the Board of Directors depends on the qualities being sought. From time to time, Abbott engages an executive search firm to assist the Committee in identifying individuals qualified to be Board members.

Abbott’s outline of directorship qualifications, which is part of Abbott’s corporate governance guidelines, is available in the corporate governance section of Abbott’s investor relations website (www.abbottinvestor.com). These qualifications describe specific characteristics that the Nominations and Governance Committee and the Board take into consideration when selecting nominees for the Board, such as:

	●	strong management experience and senior level experience in medicine,
	●	hospital administration,
	●	medical and scientific research and development,
	●	finance,
	●	international business,
	●	technology,
	●	government, and
	●	academic administration.

An individual nominee is not required to satisfy all the characteristics listed in the outline of directorship qualifications and there is no requirement that all such characteristics be represented on the Board.

In addition, Board members should have backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve Abbott’s governance and strategic needs. Board candidates will be considered on the basis of a range of criteria, including broad based business knowledge and relationships, prominence, and excellent reputations in their primary fields of endeavor, as well as a global business perspective and commitment to good corporate citizenship. Directors should have demonstrated experience and ability that is relevant to the Board of Directors’ oversight role with respect to Abbott’s business and affairs. Each director’s biography includes the particular experience and qualifications that led the Board to conclude that the director should serve on the Board. The directors’ biographies are on pages 10 through 15.

A description of the procedure for the recommendation and nomination of directors, including by proxy access, is on page 88.

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BOARD OVERSIGHT

Abbott is committed to strong governance that is aligned with shareholder interests. Our Board spends significant time with Abbott’s senior management to understand global dynamics, challenges, and opportunities for Abbott. During these interactions, directors provide insights and ask probing questions which guide management decision making. This collaborative approach to risk oversight and emphasis on long-term sustainability begins with our leaders and is engrained in Abbott’s culture.

OVERSIGHT OF RISK

The Board has risk oversight responsibility for Abbott, which it administers directly and with assistance from its Committees. Throughout the year, the Board and its Committees engage with management to discuss a wide range of enterprise risks, such as risks related to Abbott’s businesses, enterprise and product cybersecurity, litigation, and human capital management, and they confirm the alignment of risk assessment and mitigation with business strategy. The Audit Committee conducts an annual review of the enterprise risk management process, including the program structure, risk assessment, and risk mitigation. The Board and its Committees also consult with advisors, including legal counsel, internal and external auditors, and consultants. Such engagement and consultations are done by the full Board, independent directors in executive sessions, or fully independent Committees, as appropriate.

Specific risk areas of focus for the Board, its Committees, and management include:

	BOARD OF DIRECTORS ● Business strategy and operations ● Management development and succession planning ● Human capital and diversity, equity and inclusion ● Litigation


AUDIT COMMITTEE ● Accounting, internal controls, and financial reporting ● Enterprise cybersecurity ● Information security and data protection ● Major financial and business risk exposures	COMPENSATION COMMITTEE ● Executive officer compensation, including incentive compensation plans ● Equity-based plans ● Director compensation	NOMINATIONS AND GOVERNANCE COMMITTEE ● Board composition, refreshment, and succession planning ● Board governance structure ● Governance guidelines and practices	PUBLIC POLICY COMMITTEE ● Sustainability, environment, and social responsibility ● Global ethics and compliance programs ● Product quality and cybersecurity, and data privacy




	MANAGEMENT ● Design and execution of Abbott’s enterprise risk management process ● Identification, evaluation, and prioritization of risks ● Development and implementation of mitigating actions ● Regular communication with the Board and its Committees on how risks are being managed


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OVERSIGHT OF STRATEGY

One of the Board’s key responsibilities is overseeing and monitoring business strategy. The Board conducts an annual in-depth review of the long-term strategy and areas of focus for Abbott and its businesses. The Board also regularly engages with management throughout the year to review and discuss the strategic planning for Abbott’s businesses, including operating and financial plans, strategic business priorities and initiatives, and key risks and opportunities. These reviews include discussions of matters such as global talent management and succession planning, diversity, equity and inclusion, global market dynamics and changes in regulatory and competitive landscapes, supply chain initiatives and sustainability programs, and significant corporate actions such as acquisitions and capital expenditures.

The Board monitors management’s strategy execution, receiving regular updates to confirm that activities align with such strategies and that progress is made toward strategic objectives. Most years, the Board also visits Abbott facilities and locations around the world to observe business dynamics and strategy execution by the businesses.

SEC Form DEF 14A filed by Abbott Laboratories