UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): May 4, 2020
ELI LILLY AND COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Indiana | | 001-06351 | | 35-0470950 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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Lilly Corporate Center
Indianapolis, Indiana 46285
(Address of Principal Executive Offices, and Zip Code)
(317) 276-2000
Registrant’s Telephone Number, Including Area Code
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. below):
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| ☐ | | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock (no par value) | LLY | New York Stock Exchange |
| 1.000% Notes due 2022 | LLY22 | New York Stock Exchange |
| 7 1/8% Notes due 2025 | LLY25 | New York Stock Exchange |
| 1.625% Notes due 2026 | LLY26 | New York Stock Exchange |
| 2.125% Notes due 2030 | LLY30 | New York Stock Exchange |
| 0.625% Notes due 2031 | LLY31 | New York Stock Exchange |
| 6.77% Notes due 2036 | LLY36 | New York Stock Exchange |
| 1.700% Notes due 2049 | LLY49A | New York Stock Exchange |
Item 5.07. Submission of Matters to a Vote of Security Holders
We held our annual meeting of shareholders on May 4, 2020. Voting results for each matter submitted to a vote at the 2020 annual meeting are provided below.
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| a) | The five nominees for director were elected to serve three-year terms ending at our annual meeting of shareholders in 2023, as follows: |
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| Nominee | For | Against | Abstain | Broker Nonvote |
| Michael L. Eskew | 617,446,430 | 157,986,953 | 6,848,248 | 83,997,305 |
| William G. Kaelin, Jr., M.D. | 777,855,579 | 3,365,169 | 1,060,883 | 83,997,305 |
| David A. Ricks | 750,096,923 | 28,729,484 | 3,455,224 | 83,997,305 |
| Marschall S. Runge | 777,672,454 | 3,511,549 | 1,097,628 | 83,997,305 |
| Karen Walker | 778,027,659 | 3,287,919 | 966,053 | 83,997,305 |
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| b) | By the following vote, the shareholders approved an advisory vote on compensation paid to our named executive officers: |
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| For: | 755,616,425 |
| Against: | 24,214,028 |
| Abstain: | 2,451,178 |
| Broker Nonvote: | 83,997,305 |
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| c) | The appointment of Ernst & Young as our principal independent auditor for the fiscal year ended December 31, 2020 was ratified by the following shareholder vote: |
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| For: | 834,009,593 |
| Against: | 31,453,606 |
| Abstain: | 815,737 |
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| d) | The proposal to amend the 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: |
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| For: | 660,018,302 |
| Against: | 120,829,680 |
| Abstain: | 1,433,649 |
| Broker Nonvote: | 83,997,305 |
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| e) | The proposal to amend the Articles of Incorporation to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows: |
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| For: | 659,920,224 |
| Against: | 120,983,970 |
| Abstain: | 1,377,437 |
| Broker Nonvote: | 83,997,305 |
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| f) | By the following vote, a shareholder proposal requesting a report regarding direct and indirect lobbying activities and expenditures was not approved: |
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| For: | 231,433,414 |
| Against: | 547,788,772 |
| Abstain: | 3,059,445 |
| Broker Nonvote: | 83,997,305 |
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| g) | By the following vote, a shareholder proposal requesting a report on the effectiveness of the forced swim test was not approved: |
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| For: | 26,506,363 |
| Against: | 746,454,137 |
| Abstain: | 9,321,131 |
| Broker Nonvote: | 83,997,305 |
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| h) | By the following vote, a shareholder proposal requesting to amend the bylaws to require an independent board chair was not approved: |
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| For: | 264,884,806 |
| Against: | 515,409,053 |
| Abstain: | 1,987,772 |
| Broker Nonvote: | 83,997,305 |
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| i) | By the following vote, a shareholder proposal requesting disclosures of specific minimum qualifications and board nominee skills, experience, and ideological perspective was not approved: |
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| For: | 8,063,981 |
| Against: | 771,219,809 |
| Abstain: | 2,997,841 |
| Broker Nonvote: | 83,997,305 |
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| j) | By the following vote, a shareholder proposal requesting to publish feasibility report on incorporating public concern over drug prices into senior executive compensation arrangements was not approved: |
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| For: | 184,652,906 |
| Against: | 570,094,648 |
| Abstain: | 27,534,077 |
| Broker Nonvote: | 83,997,305 |
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| k) | By the following vote, a shareholder proposal requesting the implementation of a bonus deferral policy was not approved: |
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| For: | 242,987,647 |
| Against: | 536,897,512 |
| Abstain: | 2,396,472 |
| Broker Nonvote: | 83,997,305 |
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| l) | By the following vote, a shareholder proposal requesting board adopt a policy disclosing clawbacks on executive incentive compensation due to misconduct was not approved: |
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| For: | 273,782,771 |
| Against: | 506,300,278 |
| Abstain: | 2,198,582 |
| Broker Nonvote: | 83,997,305 |
As of the record date of the meeting, 957,038,447 shares of common stock were issued and outstanding.
EXHIBIT INDEX
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| Exhibit Number | Exhibit |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Crystal T. Williams
Name: Crystal T. Williams
Title: Assistant Secretary
Dated: May 5, 2020
