Elanco shareholders back board, auditor, pay

Elanco Animal Health reported the results of its 2026 annual shareholder meeting.

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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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Kapila K. Anand: 375,459,071 votes Votes for Paul Herendeen: 441,252,058 votes Votes for auditor ratification: 480,470,647 votes +4 more

7 metrics

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

Key Terms

Broker Non-Votes, independent registered public accounting firm, non-binding vote, named executive officers, +1 more

5 terms

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"

A non-binding vote is an advisory vote where shareholders or stakeholders express their opinion on a proposal without creating a legal obligation for the board or management to follow the result. It matters to investors because the outcome acts like a public opinion poll—informing market participants about shareholder sentiment and often influencing future corporate decisions, governance changes, or investor confidence even though it does not force action.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 05/27/2026 - 05:00 PM EDT

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

Filing Exhibits & Attachments

4 documents