SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2017
ELI LILLY AND COMPANY
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
Lilly Corporate Center
(Address of Principal
Registrant's telephone number, including area code: (317) 276-2000
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders
We held our annual meeting of shareholders on May 1, 2017. Voting results for each matter submitted to a vote at the 2017 annual meeting are provided below.
The five nominees for director were elected to serve three-year terms ending in 2020, as follows:
Michael L. Eskew
William G. Kaelin, Jr., M.D.
John C. Lechleiter, Ph.D.*
David A. Ricks
Marschall S. Runge, M.D., Ph.D.
*Dr. John C. Lechleiter will retire from the board on May 31, 2017.
By the following vote, the shareholders approved an advisory vote on compensation paid to named executive officers:
By the following vote, the shareholders voted, on an advisory basis, to hold future advisory votes on executive compensation on an annual basis:
Every 2 years:
Every 3 years:
The appointment of Ernst & Young as our principal independent auditor was ratified by the following shareholder vote:
By the following vote, the shareholders approved the Lilly Directors' Deferral Plan:
By the following vote, a shareholder proposal seeking a report regarding direct and indirect political contributions was not approved:
As of the record date of the meeting, 1,103,354,357 shares of common stock were issued and outstanding.
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
By: /s/ Bronwen L. Mantlo
Name: Bronwen L. Mantlo
Title: Corporate Secretary
Dated: May 3, 2017