Shareholder Vote

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 1, 2023 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, Indiana 46285 (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 class Trading Symbol(s) Name of each exchange on which registered Common Stock (no par value) LLY New York Stock Exchange 7 1/8% Notes due 2025 LLY25 New York Stock Exchange 1.625% Notes due 2026 LLY26 New York Stock Exchange 2.125% Notes due 2030 LLY30 New York Stock Exchange 0.625% Notes due 2031 LLY31 New York Stock Exchange 0.500% Notes due 2033 LLY33 New York Stock Exchange 6.77% Notes due 2036 LLY36 New York Stock Exchange 1.625% Notes due 2043 LLY43 New York Stock Exchange 1.700% Notes due 2049 LLY49A New York Stock Exchange 1.125% Notes due 2051 LLY51 New York Stock Exchange 1.375% Notes due 2061 LLY61 New 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 “2023 Annual Meeting”) was held on May 1, 2023. The total number of shares of the Company's common stock voted in person or by proxy at the 2023 Annual Meeting was 858,127,720, representing approximately 90% of the 950,296,153 shares that were outstanding and entitled to vote as of February 21, 2023, the record date of the 2023 Annual Meeting. Voting results for each matter submitted to a vote at the 2023 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 2026, as follows: Nominee For Against Abstain Broker Nonvote William G. Kaelin, Jr., M.D. 761,503,587 14,325,294 1,007,460 81,291,379 David A. Ricks 742,801,050 31,400,808 2,634,483 81,291,379 Marschall S. Runge, M.D., Ph.D. 772,869,916 2,961,886 1,004,539 81,291,379 Karen Walker 754,550,349 21,244,102 1,041,890 81,291,379 b)    By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers: For Against Abstain Broker Nonvote 742,589,833 32,460,289 1,786,219 81,291,379 c)    By the following vote, the shareholders approved, on an advisory basis, the frequency of future advisory votes on named executive officer compensation: 1 Year 2 Years 3 Years Abstain 767,074,001 930,914 7,654,785 1,176,641 Based upon the results set forth above, and consistent with the Board of Directors' recommendation, the Company will continue to include an advisory vote on named executive officer compensation in the Company's proxy statement every year until the next required vote on the frequency of such votes. d)    The appointment of Ernst & Young LLP as the Company's independent auditor for 2023 was ratified by the following shareholder vote: For Against Abstain 824,450,434 32,766,823 910,463 e)    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: For Against Abstain Broker Nonvote 666,732,817 108,786,607 1,316,917 81,291,379 f)    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: For Against Abstain Broker Nonvote 662,488,965 113,029,015 1,318,361 81,291,379 g)    By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved: For Against Abstain Broker Nonvote 242,434,305 529,780,124 4,621,912 81,291,379 h)    By the following vote, a shareholder proposal to eliminate the supermajority voting requirements in the Articles was not approved: For Against Abstain Broker Nonvote 315,185,706 459,473,443 2,177,192 81,291,379 i)    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: For Against Abstain Broker Nonvote 79,874,597 690,276,089 6,685,655 81,291,379 j)    By the following vote, a shareholder proposal requesting a report on risks of supporting abortion was not approved: For Against Abstain Broker Nonvote 14,560,155 751,730,986 10,545,200 81,291,379 k)    By the following vote, a shareholder proposal requesting to publish a third-party review of lobbying activities and alignment with public policy positions and statements was not approved: For Against Abstain Broker Nonvote 173,167,889 597,084,372 6,584,080 81,291,379 l)    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: For Against Abstain Broker Nonvote 209,359,890 562,530,038 4,946,413 81,291,379 m)    By the following vote, a shareholder proposal to adopt a policy to require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to such organization was not approved: For Against Abstain Broker Nonvote 31,728,226 739,396,250 5,711,865 81,291,379 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 4, 2023