UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
x |
Definitive Additional Materials |
¨ |
Soliciting Material under §240.14a-12 |
Elanco Animal Health Incorporated
(Name of Registrant as Specified
in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x |
No fee required. |
¨ |
Fee paid previously with preliminary materials. |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
0-11. |
On February 29, 2024, Elanco
Animal Health Incorporated sent the following communication to employees:
TL;DR:
| · | Nothing
changes. This is a process that may continue for several months. We’ve been here before. |
| · | We
have full support and alignment by the Board and management team for the strategy, the team
and track we are on. |
| · | We
have momentum, both against our strategy and in share price, up 39% over the past year. |
Dear Elanco Team,
Today, you may have seen a press release
from one of our shareholders, Ancora Holdings Group. This wasn’t unexpected. We issued a press release in response, which you can
read here.
As you know, we have collaborated with
these types of investors in the past and will continue to gather shareholder feedback. We remain focused on advancing our strategy to
deliver our three priority outcomes in 2024 – Growth, Innovation, and Cash.
We are proud of our position as an industry
leader in animal health, and our collective accomplishments. To date, we have:
· Returned the company to growth, guiding to topline growth for 2024.
· Advanced our strong innovation pipeline.
· Momentum and the most robust pipeline in our history.
· Six new potential blockbusters expected on the market by 2025.
· Progressing a portfolio of next generation development projects in significant markets with meaningful growth and earnings potential,
which we believe will allow us to deliver consistent high impact innovation through the second half of the decade.
We regularly engage with our shareholders
and are always open to ideas that may support our success. To date, we have only had two meetings with Ancora and they have continually
denied a more productive dialogue. We will continue our efforts to engage with Ancora and to review their director candidates. The Board
is committed to acting in the best interest of the Company and will present recommendations regarding director nominations in the Company’s
annual proxy statement to shareholders in the coming months.
I am confident that, with continued
hard work and focus, we will deliver on our growth objectives and drive sustainable value for our shareholders and all stakeholders.
Importantly, we have full support and alignment of the Board and the management team for the strategy, our Elanco team, and the track
we are on.
Shareholders have also been rewarded.
Elanco stock is up 39% over the past year, reaching a 52-week high earlier this week and significantly outperforming its peers.
As a result of today’s release,
you are likely to see greater media attention focused on Elanco. I want to be clear that, in terms of our day-to-day, it is business
as usual. We have a small, dedicated team engaged on this matter so we can continue to focus our efforts on advancing our Innovation,
Portfolio and Productivity (IPP) strategy and delivering value for customers.
It’s possible you may receive
calls from media or investors about this matter. As a reminder, all such inquiries should be directed to Colleen Dekker in Corporate
Communications or Katy Grissom in Investor Relations.
We appreciate your continued commitment
to Elanco and your pursuit of our vision: Food and Companionship Enriching Life.
Jeff
Important Additional Information
Regarding Proxy Solicitation
The Company intends to file a proxy
statement and white proxy card with the SEC in connection with the solicitation of proxies for the Company’s 2024 annual meeting
of shareholders (the “Proxy Statement” and such meeting the “2024 Annual Meeting”). The Company, its directors
and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2024 Annual
Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the
Company by security holdings or otherwise is set forth in the Company’s proxy statement for the 2023 annual meeting of shareholders,
filed with the SEC on April 6, 2023 (the “2023 Proxy Statement”) and available at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001739104/000114036123016933/ny20006147_def14a.htm.
Please refer to the sections captioned “Non-Employee Director Compensation,” “Compensation Discussion and Analysis,”
“Executive Compensation Tables,” and “Stock Ownership Information” in the 2023 Proxy Statement. To the extent
holdings of such participants in the Company’s securities have changed since the amounts described in the 2023 Proxy Statement,
such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form
4 filed with the SEC. Additional information can also be found in the Company’s Annual Report on Form 10-K for the year ended December
31, 2023, filed with the SEC on February 26, 2024. Details concerning the nominees of the Company’s Board of Directors for election
at the 2024 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF
THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY
STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These documents, including the
definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are available
for no charge at the SEC’s website at http://www.sec.gov and at the Company’s investor relations website at https://investor.elanco.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws, including, without limitation, statements concerning future business activities
and financial performance, and may be identified by the use of words like “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “project,” “consider,” “predict,” “potential,”
“feel,” or other comparable terminology. Forward-looking statements are based on our current expectations and assumptions
regarding our business, the economy and other future conditions and are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements.
Important risk factors that could cause actual results to differ materially from those in the forward-looking statements include but
are not limited to the following: operating in a highly competitive industry; the success of our research and development (R&D) and
licensing efforts; the impact of disruptive innovations; competition from generic products; an outbreak of infectious disease carried
by farm animals; risks related to the evaluation of animals; consolidation of our customers and distributors; the impact of increased
or decreased sales into our distribution channels; our dependence on the success of our top products; our ability to complete acquisitions
and divestitures and successfully integrate the businesses we acquire, including the proposed divestiture of our aqua business; our ability
to implement our business strategies or achieve targeted cost efficiencies and gross margin improvements; manufacturing problems and
capacity imbalances; fluctuations in inventory levels in our distribution channels; ; the impact of weather conditions, including those
related to climate change, and the availability of natural resources; the effects of a human disease outbreak, epidemic, pandemic or
other widespread public health concern; the loss of key personnel or highly skilled employees; adverse effects of labor disputes, strikes
and/or work stoppages; the effect of our substantial indebtedness on our business; changes in interest rates; risks related to the write-down
of goodwill or identifiable intangible assets; the lack of availability or significant increases in the cost of raw materials; risks
related to our presence in foreign markets; risks related to currency rate fluctuations; risks related to underfunded pension plan liabilities;
the potential impact that actions by activist shareholders could have on the pursuit of our business strategies; risks related to certain
governance provisions in our constituent documents; actions by regulatory bodies, including as a result of their interpretation of studies
on product safety; the possible slowing or cessation of acceptance and/or adoption of our farm animal sustainability initiatives; the
impact of increased regulation or decreased governmental financial support related to the raising, processing or consumption of farm
animals; the impact of litigation, regulatory investigations, and other legal matters, including the risk to our reputation; challenges
to our intellectual property rights or our alleged violation of rights of others; misuse, off-label or counterfeiting use of our products;
unanticipated safety, quality or efficacy concerns and the impact of identified concerns associated with our products. For additional
information about these and other factors that could cause actual results to differ materially from forward-looking statements, please
see the Risk Factors in the company's latest Form 10-K and Form 10-Qs filed with the Securities and Exchange Commission. Although we
have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe
are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking
statements contained in this press release. Any forward-looking statement made by us in this press release speaks only as of the date
thereof. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by law.
Elanco Animal Health (NYSE:ELAN)
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