{"schema_version":"secwatch.filing_event.v1","accession":"0000059478-23-000165","form_type":"8-K","ticker":"LLY","cik":"0000059478","company_name":"ELI LILLY & Co","filed_at":"2023-05-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.909876+00:00","generated_at":"2026-06-15T23:22:54.858598+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Lilly annual meeting: directors elected, charter amendments fail, all shareholder proposals defeated","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0000059478-23-000165","json":"https://secwatch.observer/filing/0000059478-23-000165.json","markdown":"https://secwatch.observer/filing/0000059478-23-000165.md","text":"https://secwatch.observer/filing/0000059478-23-000165.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/lly-20230501.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T23:22:54.858598+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0a03fd8e02fbf9b2676005fadced1c4893de602b","claim":"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.","evidence_excerpt":"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:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"0eae30f4ecea454417f3071538ed078f1d759b2a","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"135ac05b761035d8987c5eb65f41f4f3738a05a4","claim":"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.","evidence_excerpt":"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:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"297e38a94fb2d7967d7af831d4539957e4780bcc","claim":"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.","evidence_excerpt":"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:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"594a8e827947e6c08878337aa9e5c77b5c4412d0","claim":"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.","evidence_excerpt":"The appointment of Ernst & Young LLP as the Company's independent auditor for 2023 was ratified by the following shareholder vote:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"5aed888bb64f61a2794fae192d72bac7decdfd51","claim":"ELI LILLY & Co shareholders rejected Proposal to amend the Articles to eliminate supermajority voting provisions. at the 2023-05-01 meeting.","evidence_excerpt":"The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"5e63fb3fd610a855ca3be6b51f15f2e67facd6cf","claim":"ELI LILLY & Co shareholders rejected Shareholder proposal to eliminate the supermajority voting requirements in the Articles. at the 2023-05-01 meeting.","evidence_excerpt":"By the following vote, a shareholder proposal to eliminate the supermajority voting requirements in the Articles was not approved:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"76e2781230487ad4d0d394599741922205596297","claim":"ELI LILLY & Co shareholders rejected Shareholder proposal requesting a report on risks of supporting abortion. at the 2023-05-01 meeting.","evidence_excerpt":"By the following vote, a shareholder proposal requesting a report on risks of supporting abortion was not approved:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"915cd97143abe2fb6e00bc4b48433d478daa4c9a","claim":"ELI LILLY & Co shareholders rejected Proposal to amend the Articles of Incorporation to eliminate the classified board structure. at the 2023-05-01 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"9bafe180772ffb71c288b7d462ba4b817dca22ed","claim":"ELI LILLY & Co shareholders rejected Shareholder proposal requesting publication of an annual report disclosing lobbying activities. at the 2023-05-01 meeting.","evidence_excerpt":"By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"b63517ebdb8174462cfefaa46ffa10402d450cd7","claim":"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.","evidence_excerpt":"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:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"},{"claim_id":"d300d7f5ff15800865b70c1cccf6accd09817b16","claim":"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.","evidence_excerpt":"By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-01"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}