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): April 18, 2011
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
No Change
(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:
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
We held our annual meeting of shareholders on April 18, 2011. The following is a summary of the matters voted on at the meeting:
| a) | The four nominees for director were elected to serve three-year terms ending in 2014, as follows: |
| Nominee |
For |
Against |
Abstain |
Broker Nonvote | ||||
| Michael L. Eskew |
858,277,579 | 20,653,067 | 2,630,737 | 117,759,723 | ||||
| Alfred G. Gilman |
867,419,016 | 11,496,682 | 2,645,685 | 117,759,723 | ||||
| Karen N. Horn |
819,355,507 | 59,450,060 | 2,755,816 | 117,759,723 | ||||
| John C. Lechleiter |
857,368,007 | 21,747,912 | 2,445,464 | 117,759,723 |
| b) | The appointment of Ernst & Young LLP as our principal independent auditor was ratified by the following shareholder vote: |
| For: |
986,619,977 | |||||
| Against: |
10,370,964 | |||||
|
Abstain: |
2,330,165 | |||||
| c) | By the following vote, the shareholders approved an advisory vote on 2010 compensation paid to named executive officers: |
| For: |
771,097,867 | |||||
| Against: |
102,649,442 | |||||
| Abstain: |
7,814,074 | |||||
| Broker Nonvote: |
117,759,723 | |||||
| d) | By the following vote, the shareholders voted, on an advisory basis, to hold future advisory votes on executive compensation on an annual basis: |
| Annually: |
735,421,559 | |||||
| Every 2 years: |
7,330,463 | |||||
| Every 3 years: |
134,001,483 | |||||
| Abstain: |
4,807,878 | |||||
| Broker Nonvote: |
117,759,723 | |||||
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| e) | By the following vote, the shareholders did not approve the proposal (which required the vote of 80 percent of outstanding shares) to amend the company’s articles of incorporation to provide for annual election of directors: |
| For: |
848,841,946 | |||||
| Against: |
145,932,392 | |||||
|
Abstain: |
4,546,768 | |||||
| f) | By the following vote, the shareholders did not approve the proposal (which required the vote of 80 percent of outstanding shares) to amend the company’s articles of incorporation to eliminate all supermajority voting requirements: |
| For: |
840,513,773 | |||||
| Against: |
151,928,189 | |||||
|
Abstain: |
6,879,144 | |||||
| g) | By the following vote, the shareholders approved the Eli Lilly and Company Executive Officer Incentive Plan: |
| For: |
803,999,103 | |||||
| Against: |
70,125,135 | |||||
| Abstain: |
7,437,145 | |||||
| Broker Nonvote: |
117,759,723 | |||||
As of the record date of the meeting, 1,157,664,779 shares of common stock were issued and outstanding.
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/ James B. Lootens | |
| Name: | James B. Lootens | |
| Title: | Corporate Secretary | |
| Dated: April 19, 2011 | ||
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