8-K
filed May 7, 2026, 7:59 PM ET
ticker LLY
CIK 0000059478
other material
confidence high
sentiment neutral
materiality 0.15
Lilly shareholders re-elect directors, reject board declassification and supermajority proposals
ELI LILLY & Co
- Four directors (Bertozzi, Kaelin, Moeller, Ricks) elected; say-on-pay approved with 95.7% of votes cast.
- Board declassification proposal failed: 70.4% of outstanding shares voted for, short of 80% requirement.
- Supermajority elimination proposal also failed: 70.3% for, below 80% threshold.
- Shareholder proposal for independent board chair rejected (33.7% for).
- Ernst & Young ratified as auditor with 94.7% of votes cast.
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 approved Ratification of appointment of Ernst & Young LLP as independent auditor for 2026 at the 2026-05-04 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-04
Exact text from the filing
The appointment of Ernst & Young LLP as the Company's independent auditor for 2026 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 Amend Articles of Incorporation to eliminate supermajority voting provisions at the 2026-05-04 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-05-04
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 approved Advisory approval of compensation paid to named executive officers at the 2026-05-04 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-04
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
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Shareholder proposal requesting adoption of a policy and bylaw amendment to require an independent board chair at the 2026-05-04 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-05-04
Exact text from the filing
By the following vote, a shareholder proposal requesting the adoption of a policy and amendment to the bylaws to require an independent board chair 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 2029 annual meeting at the 2026-05-04 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-04
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 2029, as follows:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ELI LILLY & Co shareholders rejected Amend Articles of Incorporation to eliminate classified board structure at the 2026-05-04 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-05-04
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 to prepare an annual lobbying report at the 2026-05-04 meeting.
- Outcome
- failed
- Meeting
- 2026-05-04
Exact text from the filing
By the following vote, a shareholder proposal to prepare an annual lobbying report was not approved:
View on SEC.gov
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