Eli Lilly (NYSE: LLY) investors back board, keep supermajority rules

Rhea-AI Filing Summary

Eli Lilly and Company reported results of its 2026 annual shareholders meeting. Shareholders voted 847,254,010 common shares, about 90% of the 944,818,881 shares outstanding and entitled to vote as of February 25, 2026.

Four director nominees were elected to three-year terms, shareholders approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent auditor for 2026. Proposals to amend the Articles of Incorporation to eliminate the classified board structure and supermajority voting provisions received majority support but did not meet the required 80% of outstanding shares. Shareholder proposals for an independent board chair and for an annual lobbying report were not approved.

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

Shares voted: 847,254,010 shares Shares outstanding entitled to vote: 944,818,881 shares Say-on-pay For votes: 731,998,717 votes +3 more

6 metrics

Shares voted 847,254,010 shares Voted at 2026 annual meeting

Shares outstanding entitled to vote 944,818,881 shares As of February 25, 2026 record date

Say-on-pay For votes 731,998,717 votes Advisory approval of executive compensation

Auditor ratification For votes 802,721,381 votes Ratification of Ernst & Young LLP for 2026

Classified board amendment For votes 665,371,049 votes Amendment required 80% of outstanding shares

Supermajority voting amendment For votes 664,460,262 votes Amendment required 80% of outstanding shares

Key Terms

broker nonvote, classified board structure, supermajority voting provisions, independent board chair, +1 more

5 terms

broker nonvote financial

"Nominee | For | Against | Abstain | Broker Nonvote"

classified board structure financial

"to eliminate the classified board structure did not receive the required vote"

supermajority voting provisions financial

"to eliminate supermajority voting provisions did not receive the required vote"

independent board chair financial

"a shareholder proposal requesting the adoption of a policy ... to require an independent board chair"

annual lobbying report financial

"a shareholder proposal to prepare an annual lobbying report was not approved"

Understanding 8-K Material Events →

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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): May 4, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

The Eli Lilly and Company (the “Company”) annual meeting of shareholders (the “2026 Annual Meeting”) was held on May 4, 2026. The total number of shares of the Company's common stock voted in person or by proxy at the 2026 Annual Meeting was 847,254,010, representing approximately 90% of the 944,818,881 shares that were outstanding and entitled to vote as of February 25, 2026, the record date of the 2026 Annual Meeting. Voting results for each matter submitted to a vote at the 2026 Annual Meeting are provided below.

a)    The four nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2029, as follows:

Nominee			For			Against			Abstain			Broker Nonvote
Carolyn Bertozzi			761,930,361			1,898,735			939,585			82,485,329
William Kaelin, Jr.			726,270,361			37,418,960			1,079,360			82,485,329
Jon Moeller			749,926,634			13,860,022			982,025			82,485,329
David Ricks			734,760,028			29,119,356			889,297			82,485,329

b)    By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:

For			Against			Abstain			Broker Nonvote
731,998,717			30,467,278			2,302,686			82,485,329

c)    The appointment of Ernst & Young LLP as the Company's independent auditor for 2026 was ratified by the following shareholder vote:

For			Against			Abstain
802,721,381			43,473,993			1,058,636

d)    The proposal to amend the Company's Articles of Incorporation (the “Articles”) to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:

For			Against			Abstain			Broker Nonvote
665,371,049			97,677,173			1,720,459			82,485,329

e)    The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares. The shareholders voted as follows:

For			Against			Abstain			Broker Nonvote
664,460,262			98,597,088			1,711,331			82,485,329

f)    By the following vote, a shareholder proposal requesting the adoption of a policy and amendment to the bylaws to require an independent board chair was not approved:

For			Against			Abstain			Broker Nonvote
257,292,684			505,068,416			2,407,581			82,485,329

g)    By the following vote, a shareholder proposal to prepare an annual lobbying report was not approved:

For			Against			Abstain			Broker Nonvote
113,417,917			645,415,542			5,935,222			82,485,329

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:						May 7, 2026

FAQ

How many Eli Lilly (LLY) shares were represented at the 2026 annual meeting?

Shareholders voted 847,254,010 Eli Lilly common shares at the 2026 annual meeting, representing about 90% of the 944,818,881 shares outstanding and entitled to vote as of February 25, 2026, indicating very high shareholder participation.

Were Eli Lilly (LLY) director nominees elected at the 2026 annual meeting?

Yes. Four Eli Lilly director nominees were elected to three-year terms ending at the 2029 annual meeting, each receiving substantially more votes “For” than “Against,” with sizable broker nonvote totals reflecting shares not entitled to vote on these elections.

Did Eli Lilly (LLY) shareholders approve executive compensation in 2026 say-on-pay?

Yes. Shareholders approved, on an advisory basis, compensation for Eli Lilly’s named executive officers, with 731,998,717 votes For, 30,467,278 Against, 2,302,686 Abstain, and 82,485,329 broker nonvotes recorded on the say-on-pay resolution.

Was Ernst & Young ratified as Eli Lilly (LLY) auditor for 2026?

Yes. Shareholders ratified the appointment of Ernst & Young LLP as Eli Lilly’s independent auditor for 2026, with 802,721,381 votes For, 43,473,993 Against, and 1,058,636 Abstain, confirming continued engagement of the same audit firm.

What happened to Eli Lilly (LLY) proposals to end the classified board and supermajority voting?

Shareholders gave majority support to amendments eliminating the classified board and supermajority voting but both fell short of the required 80% of outstanding shares, receiving 665,371,049 and 664,460,262 For votes respectively, so the Articles remain unchanged on these points.

How did Eli Lilly (LLY) shareholders vote on independent chair and lobbying report proposals?

Shareholders did not approve either shareholder proposal. The independent board chair proposal received 257,292,684 votes For and 505,068,416 Against, while the annual lobbying report proposal received 113,417,917 For and 645,415,542 Against, with similar broker nonvote levels on both items.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 35.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.8 KB