Abbott Laboratories | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Abbott Laboratories</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. </p>
<p dir=”ltr”>Now could be good timing for an independent Board Chairman to take over since Abbott stock was at $142 in 2021 and at only $124 in late 2025 despite a robust stock market. </p>
<p dir=”ltr”>An independent Board Chairman could help Abbott avoid unfavorable news reports like those that emerged in 2025.</p>
<p dir=”ltr”>Abbott continues to face hundreds of lawsuits consolidated in multidistrict litigation alleging its cow’s milk-based formula (Similac) caused necrotizing enterocolitis, a life-threatening intestinal disease, in premature infants. State court cases in 2024 resulted in massive verdicts against Abbott, including one for $495 million.<br><br>A separate class-action lawsuit was filed in March 2025, claiming some Similac formulas contained undeclared heavy metals. Abbott’s Sturgis, Michigan infant formula plant also remains under scrutiny following a 2022 bacterial contamination recall, with a U.S. Department of Justice criminal investigation ongoing. </p>
<p dir=”ltr”>ProPublica reported in April 2025 that workers at this Sturgis factory continued to report unsanitary practices, 3-years after the major 2022 recall, indicating persistent quality control issues and ongoing negative press related to the prior scandal.<br><br>A federal judge in California declined to dismiss a class action lawsuit claiming Abbott falsely advertised its Glucerna products for diabetes management despite containing ingredients like sucralose which can worsen the condition. <br><br>A Discounted Cash Flow analysis in October 2025 suggested Abbott stock was approximately 42% overvalued based on cash flow fundamentals. <br><br>Abbott faced ongoing “challenging market conditions” in China, including price and volume pressures, which negatively impacted its core lab diagnostic business. The Trump administration launched an investigation into the medical device sector that could lead to tariffs, which could impact Abbott.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Animal Welfare, Biodiversity, Sustainability Reporting </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>WHEREAS:</strong>  Pharmaceutical and medical device companies conduct tests to detect bacterial contamination in injectable drugs, vaccines, and medical devices. While the industry historically relied on blood extracted from horseshoe crabs to conduct such tests, approved and readily available synthetic alternatives are now available. Abbott continues using horseshoe crab blood despite pressure on a keystone species whose eggs provide critical food for at least 11 species of migratory shorebirds and fish species.[1] A decline in horseshoe crabs threatens the entire Atlantic coastal ecosystem. For example, the red knot shorebird population has plummeted 75% since the 1980s,[2] from approximately 50,000 to 13,000 birds, due to horseshoe crab egg depletion.[3] </p>
<p><strong>Declining Crab Population </strong></p>
<p>The biomedical industry harvests blood from millions of horseshoe crabs annually, with morality rates of 15 – 30%.[4] Population declines, tightening harvest regulations, and ongoing environmental litigation are compounding supply-chain vulnerability and elevating regulatory and reputational exposure for companies dependent on this input.[5],[6]</p>
<p><strong>Synthetic Testing Is Now a Cost-Effective and Feasible Replacement</strong> </p>
<p>Synthetic alternatives offer more reliable and cost-effective testing for contamination.[7] They avoid quality and supply issues tied to horseshoe crab blood and deliver more consistent results.[8] With new U.S. Pharmacopeia standards taking effect in May 2025, these synthetic alternatives are now fully recognized by regulators – removing the primary adoption barrier.[9]</p>
<p><strong>Abbott is Falling Behind Industry Leaders and Its Competitors</strong></p>
<p>Industry leaders including Eli Lilly (which secured FDA approval for recombinant Factor C-tested drugs in 2018), GSK, Amgen, and Sanofi have adopted synthetic contamination testing, citing reduced costs, quality improvements, and enhanced supply chain security.[10],[11]</p>
<p><strong>Failure to Transition Amid Tightening Regulations and Reduced Supply Poses Material and Reputational Risk</strong> </p>
<p>State legislatures are increasingly restricting horseshoe crab harvesting. In 2025, New York banned both commercial and biomedical collection, and similar measures are underway in Connecticut and New Jersey.[12] New regulations are tightening the already limited supply of horseshoe crab blood. Abbott’s continued reliance on horseshoe crab blood exposes the Company to escalating supply, regulatory and reputational risks. Abbott’s 10-K highlights that such disruptions can result in “increased costs, lost revenue, [and] damage to customer relations.”[13]</p>
<p>Without disclosure on testing methods or a strategy to adopt synthetic alternatives, shareholders cannot assess Abbott’s exposure to regulatory tightening, supply instability, or rising costs. Greater transparency is needed to evaluate how the Company is safeguarding operational continuity and investor returns.</p>
<p><strong>BE IT RESOLVED:</strong>  Shareholders request that Abbott Laboratories issue a report, at reasonable expense and omitting proprietary information, analyzing the supply chain risks of horseshoe crab materials and whether synthetic endotoxin testing alternatives would reduce material risk to the Company.</p>
<p>[1] https://www.horseshoecrab.org/nh/eco.html</p>
<p>[2] https://www.usgs.gov/publications/effects-horseshoe-crab-harvest-delaware-bay-red-knots-are-harvest-restrictions-working</p>
<p>[3] https://www.usgs.gov/publications/red-knot-stopover-population-size-and-migration-ecology-delaware-bay-usa-2021</p>
<p>[4] https://whyy.org/articles/delaware-bay-female-horsehoe-crabs-spared-commercial-harvest-2023/</p>
<p>[5] https://www.mass.gov/news/regulatory-updates-2024-q1-and-q2</p>
<p>[6] https://biologicaldiversity.org/w/news/press-releases/maryland-court-orders-release-of-hidden-horseshoe-crab-mortality-data-2025-03-20/</p>
<p>[7] https://pmc.ncbi.nlm.nih.gov/articles/PMC6200278/</p>
<p>[8] https://pmc.ncbi.nlm.nih.gov/articles/PMC6200278/</p>
<p>[9] https://www.mbl.edu/news/us-pharmacopeia-oks-synthetic-alternatives-horseshoe-crab-blood</p>
<p>[10] https://reviverestore.org/eli-lily-sets-the-gold-standard-for-sustainable-endotoxin-testing/</p>
<p>[11] https://pharmascore.org/</p>
<p>[12] https://www.nysenate.gov/legislation/bills/2025/S4289 ; https://portal.ct.gov/governor/news/press-releases/2023/08-2023/governor-lamont-signs-legislation-banning-the-harvesting-of-horseshoe-crabs?language=en_US; https://www.littoralsociety.org/protect-horseshoe-crabs.html </p>
<p>[13] https://www.abbottinvestor.com/static-files/2b75fde0-1c65-4b0e-b0b6-ea78d31cb652</p>
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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Elizabeth Levy</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>As You Sow</span></div>
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Resolution Details

Company:

Abbott Laboratories

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Withdrawn for Agreement

Resolution Text

RESOLVED

Shareholders request the Board of Directors adopt and disclose a policy stating how it will exercise its discretion to treat shareholders’ nominees for board membership equitably and avoid encumbering such nominations with unnecessary administrative or evidentiary requirements.

SUPPORTING STATEMENT

In the view of the proponent, the Board should consider exercising its discretion under the proposed policy toward ensuring that paperwork requirements governing the nomination and election of directors should generally treat shareholder and Board nominees equitably; requirements regarding endorsements and solicitations should not unnecessarily encumber the nomination process.

Consideration should also be given under the policy to repealing any advance notice bylaw provisions imposing additional requirements inconsistent with this proposal, unless legally required, such as those requiring:

· Nominating shareholders be shareholders of record, rather than beneficial owners;

· Nominees submit questionnaires regarding background and qualifications (other than as required in the Company’s certificate of incorporation or bylaws);

· Nominees submit to interviews with the Board or any committee thereof;

· Shareholders or nominees provide information that is already required to be publicly disclosed under applicable law or regulation; and

· Excessive or inappropriate levels of disclosure regarding nominees’ eligibility to serve on the Board, the nominees’ background, or experience.

The legitimacy of Board power to oversee the executives of Abbott Laboratories (Company) rests on the power of shareholders to elect directors:1 [T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants… To allow for voting while maintaining a closed candidate selection process thus renders the former an empty exercise.”2

Burdening shareholder nominees can entrench incumbent directors and management. Laws and regulations overseen and enforced by the U.S. Securities and Exchange Commission, a neutral third party, ensure shareholders have pertinent information on nominating shareholders and nominees before executing proxies,3

Advance notice bylaws can create hurdles for shareholders exercising their rights and can be used to conduct “fishing expeditions” to which board nominees are not subject.

These practices delegitimize corporate activity because directors work on behalf of shareholders, who should be able to replace their own fiduciaries. Company interference in this process is especially dangerous because financial theory recommends that most shareholders diversify their portfolios.

Such diversified investors have an interest in ensuring our Company does not profit from practices that threaten social and environmental systems upon which diversified portfolios depend.4 Company directors influenced by executives, in contrast, may prioritize Company profitability over systems that are of critical importance to shareholders.5

Accordingly, giving Company directors a gatekeeper role through a burdensome unequal nomination process threatens the interests of shareholders to nominate candidates free of management influence.

Fair Treatment of Shareholder Nominees – Vote FOR Proposal [4*]

1 https://ssrn.com/abstract=4565395

2 https://casetext.com/case/durkin-v-national-bank-of-olyphant

3 https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFR8c9733e13b955d6/section-240.14a-101

4 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf

5 https://ssrn.com/abstract=4056602

Resolution Details

Company:

Abbott Laboratories

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Pharma Lobbying/Political Contributions

Status:

Filed

Resolution Text

RESOLVED, the stockholders of Abbott request the preparation of a report, updated annually, disclosing:

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
Payments by Abbott used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
Abbott’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
Description of management’s decision-making process and the Board’s oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Abbott is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Public Policy Committee and posted on Abbott’s website.

SUPPORTING STATEMENT

Full disclosure of Abbott’s lobbying activities and expenditures is needed to assess whether Abbott’s lobbying is consistent with its expressed goals and stockholder interests. Abbott spent $50,200,000 from 2010 – 2022 on federal lobbying. This does not include state lobbying, where Abbott lobbies and spent $1,191,095 on lobbying in California from 2010 – 2022.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.1 Unlike many of its peers, Abbott fails to disclose its payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying, to stockholders. Abbott discloses membership in the Business Roundtable (BRT), National Association of Manufacturers and US Chamber Commerce, which have spent over $2.3 billion on federal lobbying since 1998. Abbott’s disclosure leaves out trade associations that lobby like the Alliance for Competitive Taxation and Consumer Technology Association, and all SWGs, such as Caregivers Voice United, which has received money from Abbott and backed a secret letter campaign in Oregon.2

Abbott’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, Abbott is committed to responsible infant formula marketing, yet its trade associations have lobbied globally against strengthening breastfeeding protection laws.3 Abbott believes in addressing climate change, yet the BRT lobbied against the Inflation Reduction Act4 and the Chamber reportedly has been a “central actor” in dissuading climate legislation over a two-decade period.5 And while Abbott does not belong to the controversial American Legislative Exchange Council, which is attacking “woke” investing,6 it is represented by the Chamber, which sits on its Private Enterprise Advisory Council.7 Abbott should expand its lobbying disclosure.

1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly- reported/.
2 https://www.seattletimes.com/nation-world/campaign-aims-to-derail-oregon-drug-pricing-bill/.
3 https://www.thelancet.com/journals/lancet/article/PIIS0140-6736(22)01931-6/fulltext.

4 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.

5 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/.

6 https://www.wbur.org/hereandnow/2023/03/22/esg-investing-fossil-fuels.
7 https://ohiocapitaljournal.com/2023/09/06/coming-soon-in-ohio-alec-releases-new-raft-of-model-legislation/.

Resolution Details

Company:

Abbott Laboratories

Year:

2023

Issue Area:

Corporate Governance

Focus Area:

Executive Compensation

Status:

Vote

Vote Percentage:

14.50%

Resolution Text

RESOLVED that shareholders of Abbott Laboratories (“Abbott” or “the Company”) urge the Board of Directors to adopt a policy that no financial performance metric shall be adjusted to exclude Legal or Compliance Costs when evaluating performance for purposes of determining the amount or vesting of any senior executive Incentive Compensation award. “Legal or Compliance Costs” are expenses or charges associated with any investigation, litigation or enforcement action related to drug manufacturing, sales, marketing or distribution, including legal fees; amounts paid in fines, penalties or damages; and amounts paid in connection with monitoring required by any settlement or judgement of claims of the kind described above. “Incentive Compensation” is compensation paid pursuant to short-term and long-term incentive compensation plans and programs. The policy should be implemented in a way that does not violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan. The Board shall have discretion to modify the application of this policy in specific circumstances for reasonable exceptions and in that case shall provide a statement of explanation.

SUPPORTING STATEMENT

We support compensation arrangements that incentivize senior executives to drive growth while safeguarding company operations and reputation over the long-term.

Abbott adjusts certain financial metrics when calculating progress for executive incentive compensation. While some adjustments may be appropriate, we believe senior executives should not be insulated from all legal costs as a matter of policy.

These considerations are especially critical at Abbott given the risks it faces over its role in the nation’s opioid epidemic. The Investors for Opioid and Pharmaceutical Accountability (IOPA), a coalition of 67 investors with $4.2 trillion in assets under management has been engaging companies on this issue for several years. As shareholders bear the financial impacts of record-setting legal settlements related to inadequate assessment of how business decisions would impact the opioid crisis, the IOPA believes executives should similarly be accountable for the financial impacts of those decisions. However, Abbott’s default decision to exclude the impact of litigation from metrics originally designed to align executive pay with shareholder interests means executives know in advance their incentive pay will remain intact no matter how large the negative financial impact on shareholders.

In response to discussions with the IOPA and other shareholders, AmerisourceBergen, Cardinal Health, and McKesson reduced CEO pay in light of opioid-related litigation settlements. While the IOPA views the amounts of the reductions as less than warranted, we applaud the decision to acknowledge that incentives matter, as do the approximately 700,000 lives lost due to opioid-related drug overdoses since 1999.[1]

We urge shareholders to vote for this proposal.

[1] “The Drug Overdose Epidemic: Behind the Numbers.” Centers for Disease Control and Prevention,” June 1, 2022, available at: https://www.cdc.gov/opioids/data/index.html.

Resolution Details

Company:

Abbott Laboratories

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Pharma Lobbying/Political Contributions

Status:

Vote

Vote Percentage:

23.20%

Abbott Laboratories Lobbying Expenditures Disclosure – Proxy Exempt Solicitation

r44231px14a6g.pdf

Resolution Text

WHEREAS, we believe in full disclosure of Abbott’s lobbying activities and expenditures to assess whether Abbott’s lobbying is consistent with its expressed goals and stockholder interests.

RESOLVED, the stockholders of Abbott request the preparation of a report, updated annually, disclosing:

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Public Policy Committee and posted on Abbott’s website.

SUPPORTING STATEMENT

Abbott spent $46,140,000 from 2010 – 2021 on federal lobbying. This figure does not include state lobbying, where Abbott lobbied in at least 19 states in 2020 and spent $1,116,882 on lobbying in California from 2010 – 2021.

Abbott fails to disclose its payments to trade associations and social welfare organizations, or the amounts used for lobbying, to stockholders. Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”[1] Abbott belongs to the Business Roundtable, National Association of Manufacturers (NAM) and Chamber Commerce, which together spent $110,830,000 on lobbying for 2021. Abbott also supports social welfare groups like the Alliance for Aging Research, which lobbies and ran Facebook ads opposing drug pricing legislation,[2] and Caregivers Voice United, which backed a secret letter campaign in Oregon.[3]

We are concerned Abbott’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, Abbott and its trade association Infant Nutrition Council of America have attracted scrutiny for lobbying to weaken bacteria safety testing for baby formula.[4] Abbott believes in addressing climate change, yet the Business Roundtable lobbied against the Inflation Reduction Act[5] and the Chamber opposed the Paris climate accord. And while Abbott does not belong to the controversial American Legislative Exchange Council (ALEC), it is represented by its trade associations, as the Chamber and NAM each sit on its Private Enterprise Advisory Council.

We urge Abbott to expand its lobbying disclosure.

[1] https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publiclyreported/.

[2] https://www.prwatch.org/news/2020/01/13525/ex-pharma-lobbyist-embedded-white-house-tanked-drug-pricing-bill-while-hisformer.

[3] https://www.seattletimes.com/nation-world/campaign-aims-to-derail-oregon-drug-pricing-bill/.

[4] https://theintercept.com/2022/05/13/baby-formula-shortage-abbott-bacteria-safety-testing-lobbying/.

[5] https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.

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