Eli Lilly and Company (LLY) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2025 with $65.2 billion in revenue and $22.95 EPS, reaching over 71 million patients globally and delivering a 40% total shareholder return, outperforming S&P 500 and peers over 1-, 3-, and 5-year periods.

• Advanced innovation pipeline with multiple FDA approvals, including new therapies for obesity, Alzheimer's, and ulcerative colitis, and expanded manufacturing capacity with major investments in the U.S. and Europe.

• Entered a landmark agreement with the U.S. government to expand access to obesity medicines, aiming to reduce out-of-pocket costs and improve affordability.

• Progressed toward 2030 sustainability goals, generating 80% of electricity from renewable sources and advancing the 30x30 healthcare access initiative.

Voting matters and shareholder proposals

• Shareholders will vote on the election of four directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditor, and amendments to eliminate the classified board structure and supermajority voting provisions.

• Two shareholder proposals are on the agenda: requiring an independent board chair and preparing an annual lobbying report; the board recommends voting against both.

Board of directors and corporate governance

• Board comprises 12 directors with diverse backgrounds, 92% independence, and an average tenure of 9 years; robust annual assessments and director education programs are in place.

• Board leadership structure combines chair and CEO roles with a strong lead independent director; all committees are independent.

• Proposals to eliminate the classified board and supermajority voting provisions reflect ongoing governance enhancements in response to shareholder feedback.