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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 6, 2024
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
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
0.500% Notes due 2033LLY33New York Stock Exchange
6.77% Notes due 2036LLY36New York Stock Exchange
1.625% Notes due 2043LLY43New York Stock Exchange
1.700% Notes due 2049LLY49ANew York Stock Exchange
1.125% Notes due 2051LLY51New York Stock Exchange
1.375% Notes due 2061LLY61New 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.

The Eli Lilly and Company (the “Company”) annual meeting of shareholders (the “2024 Annual Meeting”) was held on May 6, 2024. The total number of shares of the Company's common stock voted in person or by proxy at the 2024 Annual Meeting was 856,671,228, representing approximately 90% of the 950,766,100 shares that were outstanding and entitled to vote as of February 28, 2024, the record date of the 2024 Annual Meeting. Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below.

a)    The four nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2027, as follows:

NomineeForAgainstAbstainBroker Nonvote
Katherine Baicker, Ph.D.768,750,0154,790,679874,42582,256,109
J. Erik Fyrwald707,022,14966,489,475903,49582,256,109
Jamere Jackson756,573,06216,842,872999,18582,256,109
Gabrielle Sulzberger758,868,31714,553,438993,36482,256,109

b)    By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:
ForAgainstAbstainBroker Nonvote
734,022,95438,576,7571,815,40882,256,109

c)    The appointment of Ernst & Young LLP as the Company's independent auditor for 2024 was ratified by the following shareholder vote:
ForAgainstAbstain
819,656,26335,914,3151,100,650

d)    The proposal to amend the Company's Articles of Incorporation (the “Articles”) to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:
ForAgainstAbstainBroker Nonvote
666,456,836106,518,9991,439,28482,256,109

e)    The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:
ForAgainstAbstainBroker Nonvote
665,237,870108,058,2861,118,96382,256,109

f)    By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved:
ForAgainstAbstainBroker Nonvote
194,184,250567,382,40612,848,46382,256,109

g)    By the following vote, a shareholder proposal requesting a report on the effectiveness of the Company's diversity, equity, and inclusion efforts was not approved:
ForAgainstAbstainBroker Nonvote
183,128,839586,886,6794,399,60182,256,109



h)    By the following vote, a shareholder proposal requesting to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents was not approved:
ForAgainstAbstainBroker Nonvote
68,370,561699,538,2706,506,28882,256,109

i)    By the following vote, a shareholder proposal for the Company to adopt a comprehensive human rights policy was not approved:
ForAgainstAbstainBroker Nonvote
77,058,700691,658,0945,698,32582,256,109














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:Executive Vice President, General Counsel and
Secretary
Date: May 9, 2024

v3.24.1.u1
Cover Page
May 06, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 06, 2024
Entity Incorporation, State or Country Code IN
Entity File Number 001-06351
Entity Tax Identification Number 35-0470950
Entity Address, Address Line One Lilly Corporate Center
Entity Address, City or Town Indianapolis,
Entity Address, State or Province IN
Entity Address, Postal Zip Code 46285
City Area Code 317
Local Phone Number 276-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Registrant Name ELI LILLY AND COMPANY
Entity Central Index Key 0000059478
Amendment Flag false
Entity Emerging Growth Company false
Common Stock (no par value)  
Document Information [Line Items]  
Title of 12(b) Security Common Stock (no par value)
Trading Symbol LLY
Security Exchange Name NYSE
7 1/8% Notes due 2025  
Document Information [Line Items]  
Title of 12(b) Security 7 1/8% Notes due 2025
Trading Symbol LLY25
Security Exchange Name NYSE
1.625% Notes due 2026  
Document Information [Line Items]  
Title of 12(b) Security 1.625% Notes due 2026
Trading Symbol LLY26
Security Exchange Name NYSE
2.125% Notes due 2030  
Document Information [Line Items]  
Title of 12(b) Security 2.125% Notes due 2030
Trading Symbol LLY30
Security Exchange Name NYSE
0.625% Notes due 2031  
Document Information [Line Items]  
Title of 12(b) Security 0.625% Notes due 2031
Trading Symbol LLY31
Security Exchange Name NYSE
6.77% Notes due 2036  
Document Information [Line Items]  
Title of 12(b) Security 6.77% Notes due 2036
Trading Symbol LLY36
Security Exchange Name NYSE
1.700% Notes due 2049  
Document Information [Line Items]  
Title of 12(b) Security 1.700% Notes due 2049
Trading Symbol LLY49A
Security Exchange Name NYSE
.500% Notes due 2033  
Document Information [Line Items]  
Title of 12(b) Security 0.500% Notes due 2033
Trading Symbol LLY33
Security Exchange Name NYSE
1.625% Notes due 2043  
Document Information [Line Items]  
Title of 12(b) Security 1.625% Notes due 2043
Trading Symbol LLY43
Security Exchange Name NYSE
1.125% Notes due 2051  
Document Information [Line Items]  
Title of 12(b) Security 1.125% Notes due 2051
Trading Symbol LLY51
Security Exchange Name NYSE
1.375% Notes due 2061  
Document Information [Line Items]  
Title of 12(b) Security 1.375% Notes due 2061
Trading Symbol LLY61
Security Exchange Name NYSE
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