--- schema_version: "secwatch.filing_event.v1" accession: "0000059478-24-000127" form_type: "8-K" ticker: "LLY" cik: "0000059478" company_name: "ELI LILLY & Co" filed_at: "2024-05-09T23:59:59+00:00" generated_at: "2026-06-02T07:29:36.929365+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Eli Lilly annual meeting: directors elected, governance amendments fail ## Summary - All four director nominees elected; Katherine Baicker received 768.7M for, 4.8M against. - Advisory say-on-pay approved with ~95% of votes cast (734M for, 38.6M against). - Ratification of Ernst & Young as auditor for 2024 passed with 819.7M for (95.7% of votes cast). - Proposal to eliminate classified board failed with 70.1% for, short of 80% requirement. - All five shareholder proposals (lobbying, DEI, patents, human rights) each received <25% support. ## SEC filing metadata - accession: 0000059478-24-000127 - form_type: 8-K - ticker: LLY - cik: 0000059478 - company_name: ELI LILLY & Co - filed_at: 2024-05-09T23:59:59+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/59478/000005947824000127/0000059478-24-000127-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/lly-20240506.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000059478-24-000127 - JSON: https://secwatch.observer/filing/0000059478-24-000127.json - Plain text: https://secwatch.observer/filing/0000059478-24-000127.txt ## Key facts - Shareholder Votes ELI LILLY & Co shareholders rejected Amend Articles of Incorporation to eliminate classified board structure at the 2024-05-06 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-05-06 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. The shareholders voted as follows: For Against Abstain Broker Nonvote 666,456,836 106,518,999 1,439,284 82,256,109 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders rejected Amend Articles of Incorporation to eliminate supermajority voting provisions at the 2024-05-06 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-05-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders approved Ratification of Ernst & Young LLP as independent auditor for 2024 at the 2024-05-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders rejected Shareholder proposal requesting report on effectiveness of diversity, equity, and inclusion efforts at the 2024-05-06 meeting. - Outcome: failed - Meeting: 2024-05-06 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: For Against Abstain Broker Nonvote 183,128,839 586,886,679 4,399,601 82,256,109 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders rejected Shareholder proposal for Company to adopt a comprehensive human rights policy at the 2024-05-06 meeting. - Outcome: failed - Meeting: 2024-05-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders approved Election of four nominees for director to serve three-year terms ending in 2027 at the 2024-05-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders approved Advisory approval of compensation paid to named executive officers at the 2024-05-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders rejected Shareholder proposal requesting publication of annual report disclosing lobbying activities at the 2024-05-06 meeting. - Outcome: failed - Meeting: 2024-05-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm - Shareholder Votes ELI LILLY & Co shareholders rejected Shareholder proposal requesting to establish and report on a process by which impact of extended patent exclusivities on product access would be considered at the 2024-05-06 meeting. - Outcome: failed - Meeting: 2024-05-06 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: For Against Abstain Broker Nonvote 68,370,561 699,538,270 6,506,288 82,256,109 evidence_url: https://www.sec.gov/Archives/edgar/data/59478/000005947824000127/0000059478-24-000127-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.