8-K
filed May 4, 2023, 7:59 PM ET
ticker LLY
CIK 0000059478
other material
confidence high
sentiment neutral
materiality 0.15
Lilly annual meeting: directors elected, charter amendments fail, all shareholder proposals defeated
ELI LILLY & Co
- Four directors (Kaelin, Ricks, Runge, Walker) elected with at least 742M votes for.
- Advisory say-on-pay approved (742.6M for, 32.5M against); 1-year frequency adopted.
- Ernst & Young ratified as auditor for 2023 (824.5M for, 32.8M against).
- Charter amendments to eliminate classified board (70%) and supermajority voting (70%) failed to reach 80% of outstanding shares.
- Nine shareholder proposals on lobbying, patents, abortion risk, DEI, and others all defeated.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Shareholder proposal requesting to publish a third-party review of lobbying activities and alignment with public policy positions and statements. at the 2023-05-01 meeting.
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
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:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders approved Advisory vote on the frequency of future advisory votes on named executive officer compensation. at the 2023-05-01 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-01
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected 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. at the 2023-05-01 meeting.
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
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:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Shareholder proposal requesting a report on the effectiveness of the Company's diversity, equity, and inclusion efforts. at the 2023-05-01 meeting.
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
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:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for 2023. at the 2023-05-01 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-01
Exact text from the filing
The appointment of Ernst & Young LLP as the Company's independent auditor for 2023 was ratified by the following shareholder vote:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Proposal to amend the Articles to eliminate supermajority voting provisions. at the 2023-05-01 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Shareholder proposal to eliminate the supermajority voting requirements in the Articles. at the 2023-05-01 meeting.
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
By the following vote, a shareholder proposal to eliminate the supermajority voting requirements in the Articles was not approved:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Shareholder proposal requesting a report on risks of supporting abortion. at the 2023-05-01 meeting.
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
By the following vote, a shareholder proposal requesting a report on risks of supporting abortion was not approved:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Proposal to amend the Articles of Incorporation to eliminate the classified board structure. at the 2023-05-01 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Shareholder proposal requesting publication of an annual report disclosing lobbying activities. at the 2023-05-01 meeting.
- Outcome
- failed
- Meeting
- 2023-05-01
Exact text from the filing
By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders approved Election of four nominees for director to serve three-year terms ending at the Company's annual meeting of shareholders in 2026. at the 2023-05-01 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-01
Exact text from the filing
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:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders approved Advisory vote to approve the compensation paid to the Company's named executive officers. at the 2023-05-01 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-01
Exact text from the filing
By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:
View on SEC.gov
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