Submission of Matters to a Vote of Security Holders
Eli Lilly and Company (the 'Company') held its annual meeting of shareholders on May 3, 2021 (the '2021 Annual Meeting'). Voting results for each matter submitted to a vote at the 2021 Annual Meeting are provided below.
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a)
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The five nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2024, as follows:
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Nominee
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For
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Against
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Abstain
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Broker Nonvote
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Katherine Baicker, Ph.D.
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786,556,365
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3,971,888
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683,224
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78,905,324
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J. Erik Fyrwald
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735,805,887
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54,570,383
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835,207
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78,905,324
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Jamere Jackson
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699,430,362
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90,868,049
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913,066
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78,905,324
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Gabrielle Sulzberger
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784,273,387
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6,013,712
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924,378
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78,905,324
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Jackson P. Tai
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614,200,469
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168,883,624
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8,127,384
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78,905,324
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b)
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By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:
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For:
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755,296,772
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Against:
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34,051,860
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Abstain:
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1,862,845
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Broker Nonvote:
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78,905,324
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c)
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The appointment of Ernst & Young as the Company's independent auditor for 2021 was ratified by the following shareholder vote:
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For:
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835,119,026
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Against:
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34,286,470
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Abstain:
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711,305
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d)
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The proposal to amend the Company's Articles of Incorporation to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:
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For:
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672,397,991
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Against:
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117,428,685
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Abstain:
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1,384,801
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Broker Nonvote:
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78,905,324
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e)
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The proposal to amend the Company's Articles of Incorporation to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:
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For:
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671,655,729
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Against:
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118,200,383
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Abstain:
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1,355,365
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Broker Nonvote:
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78,905,324
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f)
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By the following vote, a shareholder proposal requesting to disclose direct and indirect lobbying activities and expenditures was not approved:
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For:
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380,312,826
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Against:
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408,488,220
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Abstain:
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2,410,431
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Broker Nonvote:
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78,905,324
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g)
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By the following vote, a shareholder proposal requesting to amend the bylaws to require an independent board chair was not approved:
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For:
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286,294,523
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Against:
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503,034,078
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Abstain:
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1,882,876
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Broker Nonvote:
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78,905,324
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h)
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By the following vote, a shareholder proposal requesting the implementation of a bonus deferral policy was not approved:
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For:
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246,751,698
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Against:
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542,574,049
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Abstain:
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1,885,730
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Broker Nonvote:
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78,905,324
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i)
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By the following vote, a shareholder proposal requesting to disclose clawbacks on executive incentive compensation due to misconduct was not approved:
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For:
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322,735,091
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Against:
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466,847,278
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Abstain:
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1,629,108
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Broker Nonvote:
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78,905,324
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As of February 22, 2021, the record date of the 2021 Annual Meeting, 958,992,159 shares of common stock were issued and outstanding.