[8-K] ELI LILLY & Co Reports Material Event

Rhea-AI Filing Summary

Eli Lilly and Company reported that its Board of Directors has elected Carolyn R. Bertozzi, Ph.D. as a new director, effective December 8, 2025. She is 59 and holds key academic roles at Stanford University, including Professor of Chemistry, Chemical & Systems Biology, and Radiology, and serves as an Investigator of the Howard Hughes Medical Institute.

Dr. Bertozzi will join Lilly’s Science and Technology Committee and the Ethics and Compliance Committee, bringing additional scientific and governance expertise. The Board has determined that she is independent under New York Stock Exchange standards and the company’s own guidelines. She will stand for election by shareholders at the annual meeting in May 2026 and will receive compensation under Lilly’s standard director compensation program.

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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): November 18, 2025

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2025, the Board of Directors (the “Board”) of Eli Lilly and Company (the “Company”) elected Carolyn R. Bertozzi, Ph.D as a new member of the Board, effective December 8, 2025.

Dr. Bertozzi, 59, is the Anne T. and Robert M. Bass Professor of Chemistry and Professor of Chemical & Systems Biology and Radiology at Stanford University, and an Investigator of the Howard Hughes Medical Institute. Dr. Bertozzi will serve on both the Board's Science and Technology Committee and the Ethics and Compliance Committee and will stand for election by Company shareholders at the Company’s annual meeting in May 2026.

The Board has determined that Dr. Bertozzi is independent under applicable standards of the New York Stock Exchange and the Company’s director independence guidelines. There are no arrangements or understandings between Dr. Bertozzi and any person pursuant to which she was selected as a director. Dr. Bertozzi is not a party to any transaction subject to Section 404(a) of Regulation S-K involving the Company or any of its subsidiaries. She will participate in the Company’s standard director compensation program as described in the Company’s Definitive Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:						November 21, 2025

FAQ

What did Eli Lilly (LLY) announce in this Form 8-K?

Eli Lilly and Company announced that its Board of Directors elected Carolyn R. Bertozzi, Ph.D. as a new member of the Board, effective December 8, 2025.

Who is Carolyn R. Bertozzi, the new Eli Lilly (LLY) director?

Carolyn R. Bertozzi, 59, is the Anne T. and Robert M. Bass Professor of Chemistry and Professor of Chemical & Systems Biology and Radiology at Stanford University, and an Investigator of the Howard Hughes Medical Institute.

Which Eli Lilly Board committees will Dr. Bertozzi join?

Dr. Bertozzi will serve on Eli Lilly’s Science and Technology Committee and its Ethics and Compliance Committee.

Is the new Eli Lilly (LLY) director considered independent?

Yes. The Board determined that Dr. Bertozzi is independent under applicable New York Stock Exchange standards and the company’s director independence guidelines.

Will Eli Lilly shareholders vote on Dr. Bertozzi’s Board appointment?

Dr. Bertozzi will stand for election by Eli Lilly shareholders at the company’s annual meeting in May 2026.

How will Dr. Bertozzi be compensated as an Eli Lilly director?

She will participate in Eli Lilly’s standard director compensation program, as described in the company’s Definitive Proxy Statement.

Are there any related-party transactions involving Dr. Bertozzi and Eli Lilly?

The company states that Dr. Bertozzi is not a party to any transaction involving Eli Lilly or its subsidiaries that is subject to Section 404(a) of Regulation S-K.