Bylaw Amendment

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): December 13, 2021     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 Number)   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 1.000% Notes due 2022   LLY22   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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 13, 2021, the Board of Directors of Eli Lilly and Company (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date. The Amended and Restated Bylaws amend and restate the Company’s bylaws to, among other things, (1) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of shareholders, (2) provide that the annual meeting of shareholders shall be held on such date as determined by the Board of Directors (rather than on the third Monday in April each year or such other date as determined by the Board of Directors no later than June 30 of such year), (3) clarify that meetings of shareholders may be held by means of remote communication in addition to, or instead of, being held as a physical meeting, (4) provide that the chair of a shareholder meeting is entitled to prescribe rules relating to the conduct of a shareholder meeting and may adjourn any shareholder meeting whether or not there is a quorum present, (5) adopt gender neutral terms when referring to particular positions, offices or title holders, and (6) reflect certain administrative, modernizing, clarifying, and conforming changes. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d)    Exhibits   Exhibit No.    Description  3.1    Eli Lilly and Company Amended and Restated Bylaws, effective December 13, 2021 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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:   Senior Vice President, General Counsel and Secretary     Date:   December 16, 2021