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  4. [8-K] Elanco Animal Health Inc Reports Material Event

Elanco (NYSE: ELAN) investors reelect board and ratify 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Elanco Animal Health reported the results of its 2026 annual shareholder meeting. All nominated directors in Class I and Class II were elected to one-year terms ending at the 2027 annual meeting, with each nominee receiving substantial support in the form of several hundred million votes cast in favor.

Shareholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, with over 480 million votes in favor. In addition, shareholders approved, on a non-binding basis, the compensation of Elanco’s named executive officers, with more than 383 million votes supporting the pay program.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Kapila K. Anand 375,459,071 votes Director election, Class I nominee
Votes for Paul Herendeen 441,252,058 votes Director election, Class I nominee
Votes for auditor ratification 480,470,647 votes Ratification of Ernst & Young LLP for 2026
Votes against auditor ratification 2,611,450 votes Ratification of Ernst & Young LLP for 2026
Votes for executive compensation 383,528,222 votes Non-binding say-on-pay approval
Votes against executive compensation 84,173,798 votes Non-binding say-on-pay approval
Broker non-votes on pay 15,365,167 votes Non-binding say-on-pay proposal
Broker Non-Votes financial
"Broker Non-Votes | -------------------------------------------------------------------------------- Kapila K. Anand"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding vote regulatory
"The shareholders approved, by non-binding vote, the compensation of Elanco’s named executive officers"
named executive officers financial
"the compensation of Elanco’s named executive officers, by the votes set forth"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
annual meeting of shareholders regulatory
"held its annual meeting of shareholders on May 21, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
false 0001739104 Elanco Animal Health Incorporated 0001739104 2026-05-21 2026-05-21 0001739104 us-gaap:CommonStockMember 2026-05-21 2026-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 21, 2026

 

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

 

Indiana  001-38661  82-5497352

(State or other jurisdiction
of incorporation)

  (Commission
File Number)		 

(I.R.S. Employer

Identification No.)

 

450 Elanco Circle

Indianapolis, Indiana

(Address of principal executive offices)

 

46221

(Zip Code)

 

Registrant’s telephone number, including area code: (877) 352-6261

 

Not Applicable

(Former Name or 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. below):

 

¨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   ELAN   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨  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.

 

Elanco Animal Health Incorporated (the “Company”) held its annual meeting of shareholders on May 21, 2026. Voting results for each matter submitted to a vote at the 2026 annual meeting are provided below.

 

Proposal 1. Election of Directors. All of the nominees nominated by the Board for director were elected to serve for a one-year term ending at the 2027 annual meeting of shareholders and until their respective successors are elected and qualified, by the votes set forth in the table below.

 

Class I Nominees  For   Against   Abstain   Broker Non-Votes 
Kapila K. Anand   375,459,071    91,840,502    655,918    15,365,167 
Paul Herendeen   441,252,058    26,575,629    127,804    15,365,167 

 

Class II Nominees  For   Against   Abstain   Broker Non-Votes 
Michael Harrington   373,406,333    94,421,261    127,897    15,365,167 
Lawrence Kurzius    442,964,897    24,863,542    127,052    15,365,167 
Kirk McDonald   440,842,458    26,978,663    134,370    15,365,167 

 

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2026, by the votes set forth in the table below.

 

For   Against   Abstain 
480,470,647    2,611,450    238,561 

 

Proposal 3. The shareholders approved, by non-binding vote, the compensation of Elanco’s named executive officers, by the votes set forth in the table below.

 

For   Against   Abstain   Broker Non-Votes 
383,528,222    84,173,798    253,471    15,365,167 

 

 

 

 

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 hereunto duly authorized.

 

  Elanco Animal Health Incorporated
   
Date: May 27, 2026 By: /s/ Shiv O’Neill
    Name:  Shiv O’Neill
    Title:  Executive Vice President, General Counsel and Corporate Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Elanco (ELAN) shareholders decide at the 2026 annual meeting?

Elanco shareholders elected all nominated directors to one-year terms, ratified Ernst & Young LLP as 2026 independent auditor, and approved on a non-binding basis the compensation of named executive officers. These routine governance items all received strong majority support in the vote tallies.

Were all Elanco (ELAN) director nominees elected in 2026?

Yes. All Class I and Class II director nominees were elected to serve until the 2027 annual meeting and until successors are elected and qualified. Each nominee received hundreds of millions of votes in favor, with additional votes recorded against, abstaining, and as broker non-votes.

Did Elanco (ELAN) shareholders approve the company’s 2026 auditor?

Yes. Shareholders ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2026, with 480,470,647 votes for, 2,611,450 votes against, and 238,561 abstentions recorded in the auditor ratification proposal.

How did Elanco (ELAN) shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of Elanco’s named executive officers, with 383,528,222 votes for, 84,173,798 votes against, 253,471 abstentions, and 15,365,167 broker non-votes reported for this say-on-pay proposal.

What are broker non-votes in Elanco’s (ELAN) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals, often because the beneficial owner did not provide instructions. Elanco reported 15,365,167 broker non-votes on the director elections and the non-binding executive compensation proposal.

Who signed Elanco’s (ELAN) report on the 2026 shareholder vote results?

The report detailing the 2026 shareholder voting results was signed on behalf of Elanco Animal Health Incorporated by Shiv O’Neill, who serves as Executive Vice President, General Counsel and Corporate Secretary of the company as indicated in the signature block.

Filing Exhibits & Attachments

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