Elanco Animal Health Incorporated / "Shareholder Proposals" | Tables in SEC filings

ELAN Elanco Animal Health Incorporated

Definitive proxy

Contents

	Page		Page

Proxy Statement Summary	1	Proposal No. 4: Management Proposal to Amend Elanco’s Articles of Incorporation to Declassify the Board of Directors	87
About Elanco	5
Proposal No. 1: Election of Directors	9
Director Skills	10	Proposal No. 5: Management Proposal to Amend Elanco’s Articles of Incorporation to Adopt a Majority Vote Standard for Uncontested Elections of Directors	89
Board Membership Criteria	12
Our Director Nominees and Continuing Directors	13
Corporate Governance	27	Proposal No. 6: Management Proposal to Amend Elanco’s Articles of Incorporation to Provide Shareholders the Right to Amend our Bylaws	91
Recent Corporate Governance Enhancements	27
Board Leadership Structure	28
Board Oversight	29	Proposal No. 7: Management Proposal to Amend Elanco's Articles of Incorporation to Provide Shareholders with the Right to Request Special Meetings of Shareholders	93
Board and Committee Information	32
Shareholder Engagement	37
ESG and Sustainability Integration	37
Director Independence	38	Stock Ownership Information	95
Related Party Transactions	39	Equity Compensation Plan Information	97
Business Ethics, Compliance and Privacy	40	General Information About the Annual Meeting	98
Code of Conduct	40	Submission of Shareholder Proposals or Nominations	102
Other Information	40	Other Information	104
Non-Employee Director Compensation	41	Appendices
Executive Officers	44	Appendix A - Reconciliation of GAAP Reported to Selected Non-GAAP Adjusted Information	A-1
Proposal No. 2: Ratification of Appointment of Independent Auditor	47		A-1
	47	Appendix B - Proposed Amendments to Articles of Incorporation (Proposal No. 4)	B-1
Audit Committee Report	49		B-1
Proposal No. 3: Advisory Vote to Approve Executive Compensation	50	Appendix C - Proposed Amendments to Articles of Incorporation (Proposal No. 5)	C-1
	50		C-1
Compensation Discussion and Analysis	51	Appendix D - Proposed Amendments to Articles of Incorporation (Proposal No. 6)	D-1
Compensation and Human Capital Committee Report	70		D-1
Executive Compensation Tables	71	Appendix E - Proposed Amendments to Articles of Incorporation (Proposal No. 7)	E-1
Pay Versus Performance	82		E-1

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