--- 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" generated_at: "2026-06-15T23:22:54.858598+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Lilly annual meeting: directors elected, charter amendments fail, all shareholder proposals defeated ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000059478-23-000165 - JSON: https://secwatch.observer/filing/0000059478-23-000165.json - Plain text: https://secwatch.observer/filing/0000059478-23-000165.txt ## Key facts - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: The appointment of Ernst & Young LLP as the Company's independent auditor for 2023 was ratified by the following shareholder vote: evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares. evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: By the following vote, a shareholder proposal to eliminate the supermajority voting requirements in the Articles was not approved: evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: By the following vote, a shareholder proposal requesting a report on risks of supporting abortion was not approved: evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved: evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm - Shareholder Votes 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 source text: By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers: evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947823000165/0000059478-23-000165-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.