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): April 19, 2010
ELI LILLY AND COMPANY
(Exact name of registrant as specified in its charter)
| | | | | |
|
| Indiana | | 001-06351 | | 35-0470950 |
| (State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| | | | | |
| Lilly Corporate Center | | | | 46285 |
| Indianapolis, Indiana | | | | (Zip Code) |
| (Address of Principal | | | | |
| Executive Offices) | | | | |
Registrant’s telephone number, including area code: (317) 276-2000
No Change
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07.Submission of Matters to a Vote of Security Holders
We held our annual meeting of shareholders on April 19, 2010. The following is a summary of the matters voted on at the meeting:
| a) | | The five nominees for director were elected to serve three-year terms ending in 2013, as follows: |
| | | | | | | | | |
| | | | | | | | | Broker |
| Nominee | | For | | Against | | Abstain | | Nonvote |
| Ralph Alvarez | | 885,293,645 | | 19,115,475 | | 4,029,800 | | 105,274,088 |
| Sir Winfried Bischoff | | 835,970,268 | | 67,380,410 | | 5,088,242 | | 105,274,088 |
| R. David Hoover | | 733,691,036 | | 169,777,368 | | 4,970,516 | | 105,274,088 |
| Franklyn G. Prendergast, M.D., Ph.D. | | 878,610,585 | | 24,963,315 | | 4,865,020 | | 105,274,088 |
| Kathi P. Seifert | | 876,710,216 | | 27,099,972 | | 4,628,732 | | 105,274,088 |
| b) | | The appointment of Ernst & Young LLP as our principal independent auditor was ratified by the following shareholder vote: |
| |
| | | For: 994,225,383 |
| |
| | | Against: 16,902,610 |
| |
| | | Abstain: 2,585,015 |
| |
| c) | | By the following vote, the shareholders did not approve the proposal (proposal required the vote of 80 percent of outstanding shares) to amend the company’s articles of incorporation to provide for annual election of directors: |
| |
| | | For: 861,550,462 |
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| | | Against: 147,655,301 |
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| | | Abstain: 4,507,245 |
| |
| d) | | By the following vote, the shareholders did not approve the proposal (proposal required the vote of 80 percent of outstanding shares) to amend the company’s articles of incorporation to eliminate all supermajority voting requirements: |
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| | | For: 853,796,736 |
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| | | Against: 152,803,662 |
| |
| | | Abstain: 7,112,610 |
| |
| e) | | By the following vote, the shareholders did not approve a shareholder proposal regarding amending the bylaws to allow holders of 10 percent of the outstanding share of stock to call special meetings of shareholders: |
| |
| | | For: 344,351,489 |
| |
| | | Against: 551,720,636 |
| |
| | | Abstain: 12,366,795 |
| |
| | | Broker Nonvote: 105,274,088 |
| |
| f) | | By the following vote, the shareholders did not approve a shareholder proposal regarding adopting a policy of prohibiting CEOs from serving on the compensation committee of the board: |
| |
| | | For: 68,028,919 |
| |
| | | Against: 824,966,566 |
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| | | Abstain: 15,443,435 |
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| | | Broker Nonvote: 105,274,088 |
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| g) | | By the following vote, the shareholders did not approve a shareholder proposal regarding adopting a policy of asking shareholders to ratify the compensation of named executive officers at the annual meeting of shareholders: |
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| | | For: 247,936,459 |
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| | | Against: 645,664,832 |
| |
| | | Abstain: 14,837,629 |
| |
| | | Broker Nonvote: 105,274,088 |
| |
| h) | | By the following vote, the shareholders did not approve a shareholder proposal requesting that the compensation committee of the board of directors establish a policy requiring senior executives to retain equity awards until two years after leaving the company: |
| |
| | | For: 144,314,348 |
| |
| | | Against: 750,720,825 |
| |
| | | Abstain: 13,403,747 |
| |
| | | Broker Nonvote: 105,274,088 |
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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.
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| | | ELI LILLY AND COMPANY
(Registrant) | | |
| | | | | | | |
| | | By: | | /s/ James B. Lootens | | |
| | | Name: | | James B. Lootens | | |
| | | Title: | | Corporate Secretary | | |
| | | | | | | |
| | | Dated: April 19, 2010 | | |
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