Eli Lilly and Company (LLY) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 4, 2026, to be held virtually for shareholder participation.

• Shareholders are invited to vote on key proposals, including director elections, executive compensation, auditor ratification, and amendments to governance structures.

Voting matters and shareholder proposals

• Election of four directors for three-year terms: Carolyn Bertozzi, William Kaelin Jr., Jon Moeller, and David Ricks.

• Advisory vote on executive compensation for named executive officers.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Amendments proposed to eliminate the classified board structure and supermajority voting provisions.

• Shareholder proposals include requiring an independent board chair and preparing an annual lobbying report.

Board of directors and corporate governance

• Board recommends voting for all director nominees and for amendments to enhance governance by eliminating classified board and supermajority voting.

• Board recommends voting against shareholder proposals for an independent chair and annual lobbying report.