Abbott (NYSE: ABT) holders back 2026 stock plan, expand board

Rhea-AI Filing Summary

Abbott Laboratories reported that shareholders approved its new 2026 Incentive Stock Program, authorizing up to 140,000,000 common shares for equity-based awards. The plan lets the company grant stock options, restricted stock, restricted stock units, performance awards and other share-based incentives to employees and non-employee directors.

Kevin Conroy was named to Abbott’s Board of Directors, and the board size was increased from twelve to thirteen members effective April 24, 2026. Shareholders also elected the director slate and approved routine governance matters at the annual meeting.

8-K Event Classification

3 items: 5.02, 5.03, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2026 plan share pool: 140,000,000 shares Program term: 10 years Board size after amendment: 13 directors +3 more

6 metrics

2026 plan share pool 140,000,000 shares Maximum Abbott common shares that may be issued under the 2026 Incentive Stock Program, subject to adjustments

Program term 10 years Stated duration of the Abbott Laboratories 2026 Incentive Stock Program

Board size after amendment 13 directors Number of directors specified in amended by-laws effective April 24, 2026

Prior board size 12 directors Number of directors previously specified in Abbott’s by-laws before April 24, 2026

Sample director vote - Robert B. Ford 1,281,298,501 for For votes cast for director nominee Robert B. Ford at the April 24, 2026 annual meeting

Sample equity plan vote - For 1,351,008,136 for Shareholder votes cast in favor in one key proposal at the 2026 annual meeting

Key Terms

2026 Incentive Stock Program, nonqualified stock options, restricted stock units, performance awards, +2 more

6 terms

2026 Incentive Stock Program financial

"Abbott shareholders approved the adoption of the Abbott Laboratories 2026 Incentive Stock Program"

nonqualified stock options financial

"permits Abbott to grant nonqualified stock options, restricted stock awards, restricted stock units"

A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.

restricted stock units financial

"Form of Restricted Stock Unit Agreement (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance awards financial

"permits Abbott to grant ... performance awards, and other share-based awards"

stock appreciation rights financial

"including stock appreciation rights, dividend equivalents and recognition awards"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

broker non-votes financial

"ABSTAIN | | | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

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Common Shares, Without Par Value		ABT
NYSE Texas [Member]

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

April 24, 2026

Date of Report (Date of earliest event reported)

ABBOTT LABORATORIES

(Exact name of registrant as specified in charter)

Illinois		1-2189		36-0698440
(State or other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				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

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 NYSE Texas

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.  ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2026, Kevin Conroy was named to the Abbott Laboratories’ (“Abbott”) Board of Directors.

On April 24, 2026, Abbott shareholders approved the adoption of the Abbott Laboratories 2026 Incentive Stock Program (the “2026 Program”) at the Annual Meeting of Shareholders. The 2026 Program was adopted by Abbott’s Board of Directors on February 20, 2026, subject to shareholder approval at the Annual Meeting. The 2026 Program replaces the Abbott Laboratories 2017 Incentive Stock Program, as amended and restated (the “2017 Program”), under which Abbott makes all of its equity-related incentive compensation awards.

The 2026 Program, which is administered by the Compensation Committee of Abbott’s Board of Directors, permits Abbott to grant nonqualified stock options, restricted stock awards, restricted stock units, performance awards, and other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards) to non-employee directors and employees of Abbott and its subsidiaries. Subject to adjustment in the event of changes in capitalization, the maximum number of Abbott common shares that may be issued under the 2026 Program is 140,000,000, plus the number of shares that cease to be subject to awards under the 2017 Program due to forfeiture, expiration, cancellation, or cash settlement and shares withheld to satisfy tax withholding obligations under outstanding 2017 Program full value awards; and less the number of shares subject to awards granted under the 2017 Program between March 1, 2026 and April 23, 2026, with each full value award share being counted as three shares against the 2017 Program’s share reserve. The 2026 Program has a term of ten years.

For a more detailed description of the 2026 Program, see pages 79 through 86 of Abbott’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 13, 2026. The foregoing descriptions are qualified in their entirety by the full text of the 2026 Program, which was included as Exhibit A to the proxy statement and is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2026, Abbott’s Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of thirteen persons, effective April 24, 2026. Abbott’s 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 April 24, 2026. The following is a summary of the matters voted on at that meeting.

(1) The shareholders elected Abbott’s entire Board of Directors.  The persons elected to Abbott’s Board of Directors and the number of shares cast for, the number against, the number abstaining, and the number of broker non-votes, with respect to each of these persons, were as follows:

NAME		FOR			AGAINST			ABSTAIN		BROKER NON-VOTES
Nita Ahuja		1,355,031,895			2,769,947			2,308,000		177,761,396
Claire Babineaux-Fontenot		1,355,031,167			2,886,973			2,191,702		177,761,396
Sally E. Blount		1,340,491,010			16,504,318			3,114,514		177,761,396
Robert B. Ford		1,281,298,501			72,599,833			6,211,508		177,761,396
Paola Gonzalez		1,350,598,638			6,179,509			331,695		177,761,396
Michelle A. Kumbier		1,346,291,350			11,453,399			2,365,093		177,761,396
Darren W. McDew		1,350,511,200			6,363,222			3,235,420		177,761,396
Nancy McKinstry		1,289,618,114			68,049,468			2,442,260		177,761,396
Michael G. O’Grady		1,325,498,060			32,189,526			2,422,256		177,761,396
Michael F. Roman		1,338,763,530			18,363,024			2,983,288		177,761,396
Daniel J. Starks		1,291,460,783			66,299,714			2,349,345		177,761,396
John G. Stratton		1,330,379,819			27,314,174			2,415,849		177,761,396

(2) The shareholders ratified the appointment of Ernst & Young LLP as Abbott’s 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				BROKER NON-VOTE
	1,502,083,607				33,333,515				2,454,116				0

(3) The shareholders approved the compensation of Abbott’s named executive officers listed in the proxy statement for the Annual Meeting, with 90.35 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				BROKER NON-VOTE
	1,228,911,693				126,315,146				4,883,003				177,761,396

(4) The shareholders voted to approve the Abbott Laboratories 2026 Incentive Stock Program, with 95.82 percent of the votes cast voting “For” the proposal. The number of shares cast in favor of the approval of the Abbott Laboratories 2026 Incentive Stock Program, the number against, the number abstaining, and the number of broker non-votes were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
	1,303,349,739				52,296,340				4,463,763				177,761,396

(5) The shareholders voted to approve the Abbott Laboratories 2026 Employee Stock Purchase Plan for Non-U.S. Employees, with 99.33 percent of the votes cast voting “For” the proposal. The number of shares cast in favor of the approval of the Abbott Laboratories 2026 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				BROKER NON-VOTE
	1,351,008,136				6,111,112				2,990,594				177,761,396

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
3.1		By-Laws of Abbott Laboratories, as amended and restated, effective April 24, 2026.
10.1		Abbott Laboratories 2026 Incentive Stock Program (incorporated by reference to Exhibit A of the Abbott Laboratories Definitive Proxy Statement on Schedule 14A filed on March 13, 2026).
10.2		Form of Restricted Stock Unit Agreement (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.3		Form of Restricted Stock Unit Agreement for foreign employees (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.4		Form of Restricted Stock Unit Agreement (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.5		Form of Restricted Stock Unit Agreement for foreign employees (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.6		Form of Performance Restricted Stock Agreement (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.
10.7		Form of Performance Restricted Stock Unit Agreement for foreign employees (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.
10.8		Form of Performance Restricted Stock Agreement (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.
10.9		Form of Performance Restricted Stock Unit Agreement for foreign employees (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.

10.10		Form of Restricted Stock Agreement (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.11		Form of Restricted Stock Agreement (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.12		Form of Non-Qualified Stock Option Agreement under the Abbott Laboratories 2026 Incentive Stock Program.
10.13		Form of Non-Qualified Stock Option Agreement for foreign employees under the Abbott Laboratories 2026 Incentive Stock Program.
10.14		Form of Restricted Stock Unit Agreement for executive officers (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.15		Form of Restricted Stock Unit Agreement for foreign executive officers (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.16		Form of Performance Restricted Stock Agreement for executive officers (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.
10.17		Form of Performance Restricted Stock Agreement for executive officers (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.
10.18		Form of Performance Restricted Stock Unit Agreement for foreign executive officers (annual performance based) under the Abbott Laboratories 2026 Incentive Stock Program.
10.19		Form of Performance Restricted Stock Unit Agreement for foreign executive officers (interim performance based) under the Abbott Laboratories 2026 Incentive Stock Program.
10.20		Form of Restricted Stock Agreement for executive officers (time-based vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.21		Form of Restricted Stock Agreement for executive officers (cliff vested) under the Abbott Laboratories 2026 Incentive Stock Program.
10.22		Form of Non-Qualified Stock Option Agreement for executive officers under the Abbott Laboratories 2026 Incentive Stock Program.
10.23		Form of Non-Qualified Stock Option Agreement for foreign executive officers under the Abbott Laboratories 2026 Incentive Stock Program.
10.24		Form of Non-Employee Director Restricted Stock Unit Agreement under the Abbott Laboratories 2026 Incentive Stock Program.
10.25		Form of Non-Employee Director Restricted Stock Unit Agreement for foreign non-employee directors under the Abbott Laboratories 2026 Incentive Stock Program.
10.26		Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Abbott Laboratories 2026 Incentive Stock Program.
10.27		Form of Non-Employee Director Non-Qualified Stock Option Agreement for foreign non-employee directors under the Abbott Laboratories 2026 Incentive Stock Program.

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.

	ABBOTT LABORATORIES
Date: April 27, 2026	By:	/s/ Philip P. Boudreau
		Philip P. Boudreau
		Executive Vice President, Finance and Chief Financial Officer

FAQ

What is Abbott (ABT) 2026 Incentive Stock Program and how many shares are authorized?

Abbott’s 2026 Incentive Stock Program is a shareholder-approved equity compensation plan authorizing up to 140,000,000 common shares for stock options, restricted stock, restricted stock units, performance awards and other share-based incentives to employees and non-employee directors over the program’s ten-year term.

Did Abbott (ABT) shareholders approve the new equity plan at the 2026 annual meeting?

Yes. Abbott shareholders approved the 2026 Incentive Stock Program at the April 24, 2026 annual meeting, enabling the company to continue granting stock-based awards after the prior 2017 Incentive Stock Program is replaced by this new ten-year plan administered by the Compensation Committee.

How does Abbott’s 2026 plan relate to the 2017 Incentive Stock Program?

The 2026 Incentive Stock Program replaces Abbott’s 2017 Incentive Stock Program. Its share pool includes 140,000,000 new shares plus certain shares returning from forfeited, expired, cancelled or cash-settled 2017 awards, and subtracts shares granted under the 2017 plan from March 1 to April 23, 2026.

Who was added to Abbott (ABT) Board of Directors in April 2026?

On April 24, 2026, Kevin Conroy was named to Abbott’s Board of Directors. At the same time, Abbott amended its by-laws so that the board now consists of thirteen directors, up from the previous twelve-member structure, reflecting the additional board seat.

How did Abbott (ABT) change its board size in 2026?

Effective April 24, 2026, Abbott amended its by-laws so its Board of Directors now consists of thirteen persons, compared with twelve previously. This change aligns with the appointment of new director Kevin Conroy and formalizes the expanded board structure.

What award types can Abbott (ABT) grant under the 2026 Incentive Stock Program?

Under the 2026 Incentive Stock Program, Abbott may grant nonqualified stock options, restricted stock, restricted stock units, performance awards, stock appreciation rights, dividend equivalents and recognition awards to employees and non-employee directors of Abbott and its subsidiaries, providing flexible forms of long-term equity compensation.

Filing Exhibits & Attachments

31 documents

Agreements & Contracts

• EX-10.2 EXHIBIT 10.2 65.2 KB
• EX-10.3 EXHIBIT 10.3 167.9 KB
• EX-10.4 EXHIBIT 10.4 55.6 KB
• EX-10.5 EXHIBIT 10.5 157.8 KB
• EX-10.6 EXHIBIT 10.6 59.8 KB
• EX-10.7 EXHIBIT 10.7 167.1 KB
• EX-10.8 EXHIBIT 10.8 61.4 KB
• EX-10.9 EXHIBIT 10.9 167.7 KB
• EX-10.10 EXHIBIT 10.10 59.3 KB
• EX-10.11 EXHIBIT 10.11 50.2 KB
• EX-10.12 EXHIBIT 10.12 66.6 KB
• EX-10.13 EXHIBIT 10.13 166.4 KB
• EX-10.14 EXHIBIT 10.14 67.5 KB
• EX-10.15 EXHIBIT 10.15 170.3 KB
• EX-10.16 EXHIBIT 10.16 73.6 KB
• EX-10.17 EXHIBIT 10.17 84.3 KB
• EX-10.18 EXHIBIT 10.18 183.7 KB
• EX-10.19 EXHIBIT 10.19 183.6 KB
• EX-10.20 EXHIBIT 10.20 71.5 KB
• EX-10.21 EXHIBIT 10.21 61.8 KB
• EX-10.22 EXHIBIT 10.22 82.9 KB
• EX-10.23 EXHIBIT 10.23 186.8 KB
• EX-10.24 EXHIBIT 10.24 43.7 KB
• EX-10.25 EXHIBIT 10.25 57.4 KB
• EX-10.26 EXHIBIT 10.26 43.4 KB
• EX-10.27 EXHIBIT 10.27 54.5 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 196.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 27.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.6 KB