Eli Lilly and Company (LLY) Proxy filing summary

Executive summary

• Achieved strong 2025 performance with $65.2B in revenue, $22.95 EPS, and 40% total shareholder return, exceeding S&P 500 and peer group benchmarks.

• Advanced innovation pipeline with multiple FDA approvals, expanded access to obesity medicines, and major manufacturing investments globally.

• Progressed sustainability goals, generating 80% of electricity from renewables and advancing healthcare access for underserved populations.

• Proposed governance changes include eliminating the classified board structure and supermajority voting requirements.

Voting matters and shareholder proposals

• Board recommends FOR election of four director nominees, executive compensation, auditor ratification, and amendments to eliminate classified board and supermajority voting.

• Board recommends AGAINST shareholder proposals for an independent board chair and annual lobbying report.

Board of directors and corporate governance

• Board comprises 12 directors with diverse backgrounds, 92% independent, average tenure of 9 years, and robust annual assessments.

• Lead independent director has clearly defined responsibilities; all committees are independent.

• Board structure and leadership reviewed annually for optimal governance.

• Proxy access allows shareholders with 3% ownership for 3 years to nominate directors.