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LLY Lilly(Eli) & Co

Filed: 5 May 21, 6:57am

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 3, 2021
ELI LILLY AND COMPANY
(Exact Name of Registrant as Specified in its Charter) 
Indiana 001-06351 35-0470950
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
  


Lilly Corporate Center
Indianapolis,Indiana46285
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report.) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock (no par value)LLYNew York Stock Exchange
1.000% Notes due 2022LLY22New York Stock Exchange
7 1/8% Notes due 2025LLY25New York Stock Exchange
1.625% Notes due 2026LLY26New York Stock Exchange
2.125% Notes due 2030LLY30New York Stock Exchange
0.625% Notes due 2031LLY31New York Stock Exchange
6.77% Notes due 2036LLY36New York Stock Exchange
1.700% Notes due 2049LLY49ANew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07. Submission of Matters to a Vote of Security Holders

Eli Lilly and Company (the "Company") held its annual meeting of shareholders on May 3, 2021 (the "2021 Annual Meeting"). Voting results for each matter submitted to a vote at the 2021 Annual Meeting are provided below.

a)The five nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2024, as follows:

NomineeForAgainstAbstainBroker Nonvote
Katherine Baicker, Ph.D.786,556,3653,971,888683,22478,905,324
J. Erik Fyrwald735,805,88754,570,383835,20778,905,324
Jamere Jackson699,430,36290,868,049913,06678,905,324
Gabrielle Sulzberger784,273,3876,013,712924,37878,905,324
Jackson P. Tai614,200,469168,883,6248,127,38478,905,324

b)By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:

For:755,296,772 
Against:34,051,860 
Abstain:1,862,845 
Broker Nonvote:78,905,324 

c)The appointment of Ernst & Young as the Company's independent auditor for 2021 was ratified by the following shareholder vote:

For:835,119,026 
Against:34,286,470 
Abstain:711,305 

d)The proposal to amend the Company's Articles of Incorporation to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:

For:672,397,991 
Against:117,428,685 
Abstain:1,384,801 
Broker Nonvote:78,905,324 




e)The proposal to amend the Company's Articles of Incorporation to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:

For:671,655,729 
Against:118,200,383 
Abstain:1,355,365 
Broker Nonvote:78,905,324 

f)By the following vote, a shareholder proposal requesting to disclose direct and indirect lobbying activities and expenditures was not approved:

For:380,312,826 
Against:408,488,220 
Abstain:2,410,431 
Broker Nonvote:78,905,324 

g)By the following vote, a shareholder proposal requesting to amend the bylaws to require an independent board chair was not approved:

For:286,294,523 
Against:503,034,078 
Abstain:1,882,876 
Broker Nonvote:78,905,324 

h)By the following vote, a shareholder proposal requesting the implementation of a bonus deferral policy was not approved:

For:246,751,698 
Against:542,574,049 
Abstain:1,885,730 
Broker Nonvote:78,905,324 

i)By the following vote, a shareholder proposal requesting to disclose clawbacks on executive incentive compensation due to misconduct was not approved:

For:322,735,091 
Against:466,847,278 
Abstain:1,629,108 
Broker Nonvote:78,905,324 

As of February 22, 2021, the record date of the 2021 Annual Meeting, 958,992,159 shares of common stock were issued and outstanding.





SIGNATURES

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 thereunto duly authorized.

ELI LILLY AND COMPANY
(Registrant)
By:/s/ Anat Hakim
Name:Anat Hakim
Title:Senior Vice President, General Counsel
and Secretary
Date:May 5, 2021