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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): April 19, 2010
ELI LILLY AND COMPANY
(Exact name of registrant as specified in its charter)
         
Indiana   001-06351   35-0470950
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)
         
Lilly Corporate Center       46285
Indianapolis, Indiana       (Zip Code)
(Address of Principal        
Executive Offices)        
Registrant’s telephone number, including area code: (317) 276-2000
No Change
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders
We held our annual meeting of shareholders on April 19, 2010. The following is a summary of the matters voted on at the meeting:
a)   The five nominees for director were elected to serve three-year terms ending in 2013, as follows:
                 
                Broker
Nominee   For   Against   Abstain   Nonvote
Ralph Alvarez
   885,293,645   19,115,475   4,029,800   105,274,088
Sir Winfried Bischoff
   835,970,268   67,380,410   5,088,242   105,274,088
R. David Hoover
   733,691,036   169,777,368   4,970,516   105,274,088
Franklyn G. Prendergast, M.D., Ph.D.
   878,610,585   24,963,315   4,865,020   105,274,088
Kathi P. Seifert
   876,710,216   27,099,972   4,628,732   105,274,088
b)   The appointment of Ernst & Young LLP as our principal independent auditor was ratified by the following shareholder vote:
 
    For: 994,225,383
 
    Against: 16,902,610
 
    Abstain: 2,585,015
 
c)   By the following vote, the shareholders did not approve the proposal (proposal required the vote of 80 percent of outstanding shares) to amend the company’s articles of incorporation to provide for annual election of directors:
 
    For: 861,550,462
 
    Against: 147,655,301
 
    Abstain: 4,507,245
 
d)   By the following vote, the shareholders did not approve the proposal (proposal required the vote of 80 percent of outstanding shares) to amend the company’s articles of incorporation to eliminate all supermajority voting requirements:

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    For: 853,796,736
 
    Against: 152,803,662
 
    Abstain: 7,112,610
 
e)   By the following vote, the shareholders did not approve a shareholder proposal regarding amending the bylaws to allow holders of 10 percent of the outstanding share of stock to call special meetings of shareholders:
 
    For: 344,351,489
 
    Against: 551,720,636
 
    Abstain: 12,366,795
 
    Broker Nonvote: 105,274,088
 
f)   By the following vote, the shareholders did not approve a shareholder proposal regarding adopting a policy of prohibiting CEOs from serving on the compensation committee of the board:
 
    For: 68,028,919
 
    Against: 824,966,566
 
    Abstain: 15,443,435
 
    Broker Nonvote: 105,274,088
 
g)   By the following vote, the shareholders did not approve a shareholder proposal regarding adopting a policy of asking shareholders to ratify the compensation of named executive officers at the annual meeting of shareholders:
 
    For: 247,936,459
 
    Against: 645,664,832
 
    Abstain: 14,837,629
 
    Broker Nonvote: 105,274,088
 
h)   By the following vote, the shareholders did not approve a shareholder proposal requesting that the compensation committee of the board of directors establish a policy requiring senior executives to retain equity awards until two years after leaving the company:
 
    For: 144,314,348
 
    Against: 750,720,825
 
    Abstain: 13,403,747
 
    Broker Nonvote: 105,274,088

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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/ James B. Lootens    
 
  Name:  
 
James B. Lootens 		   
 
  Title:   Corporate Secretary    
 
            
    Dated: April 19, 2010    

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