Eli Lilly annual meeting: directors elected, governance amendments fail

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 666,456,836 106,518,999 1,439,284 82,256,109

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 665,237,870 108,058,286 1,118,963 82,256,109

The appointment of Ernst & Young LLP as the Company's independent auditor for 2024 was ratified by the following shareholder vote: For Against Abstain 819,656,263 35,914,315 1,100,650

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 183,128,839 586,886,679 4,399,601 82,256,109

By the following vote, a shareholder proposal for the Company to adopt a comprehensive human rights policy was not approved: For Against Abstain Broker Nonvote 77,058,700 691,658,094 5,698,325 82,256,109

The four nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2027, as follows: Nominee For Against Abstain Broker Nonvote Katherine Baicker, Ph.D. 768,750,015 4,790,679 874,425 82,256,109 J. Erik Fyrwald 707,022,149 66,489,475 903,495 82,256,109 Jamere Jackson 756,573,062 16,842,872 999,185 82,256,109 Gabrielle Sulzberger 758,868,317 14,553,438 993,364 82,256,109

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 734,022,954 38,576,757 1,815,408 82,256,109

By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved: For Against Abstain Broker Nonvote 194,184,250 567,382,406 12,848,463 82,256,109

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 68,370,561 699,538,270 6,506,288 82,256,109