Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2024 ELI LILLY AND COMPANY (Exact Name of Registrant as Specified in its Charter)   Indiana   001-06351   35-0470950 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)     Lilly Corporate Center Indianapolis, Indiana 46285 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: ( 317 ) 276-2000 Not Applicable (Former Name or Former Address, if Changed Since Last Report.)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock (no par value) LLY New York Stock Exchange 7 1/8% Notes due 2025 LLY25 New York Stock Exchange 1.625% Notes due 2026 LLY26 New York Stock Exchange 2.125% Notes due 2030 LLY30 New York Stock Exchange 0.625% Notes due 2031 LLY31 New York Stock Exchange 0.500% Notes due 2033 LLY33 New York Stock Exchange 6.77% Notes due 2036 LLY36 New York Stock Exchange 1.625% Notes due 2043 LLY43 New York Stock Exchange 1.700% Notes due 2049 LLY49A New York Stock Exchange 1.125% Notes due 2051 LLY51 New York Stock Exchange 1.375% Notes due 2061 LLY61 New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. The Eli Lilly and Company (the “Company”) annual meeting of shareholders (the “2024 Annual Meeting”) was held on May 6, 2024. The total number of shares of the Company's common stock voted in person or by proxy at the 2024 Annual Meeting was 856,671,228, representing approximately 90% of the 950,766,100 shares that were outstanding and entitled to vote as of February 28, 2024, the record date of the 2024 Annual Meeting. Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below. a)    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 b)    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 c)    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 d)    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 e)    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 f)    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 g)    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 h)    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 i)    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 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ELI LILLY AND COMPANY (Registrant) By: /s/ Anat Hakim Name: Anat Hakim Title: Executive Vice President, General Counsel and Secretary Date: May 9, 2024