Elanco Animal Health Announces Corporate Changes and Filings

TL;DR

Elanco's board is changing, new execs appointed, and financials filed. Watch for governance shifts.

AI Summary

Elanco Animal Health Incorporated announced on May 30, 2024, a series of significant corporate actions. These include the election of new directors, the appointment of certain officers, and adjustments to compensatory arrangements. The company also reported on matters submitted to a vote of security holders and filed financial statements and exhibits.

Why It Matters

This filing indicates potential shifts in leadership and governance at Elanco Animal Health, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with compensatory arrangements, can signal internal shifts that may affect company strategy and performance.

Key Players & Entities

• Elanco Animal Health Incorporated (company) — Registrant
• May 30, 2024 (date) — Date of Earliest Event Reported
• Indiana (jurisdiction) — State of incorporation
• 001-38661 (filing_id) — Commission File Number
• 82-5497352 (tax_id) — I.R.S. Employer Identification No.
• 2500 Innovation Way Greenfield, Indiana 46140 (address) — Principal executive offices

FAQ

Filing Documents

• tm2416286d1_8k.htm (8-K) — 59KB
• tm2416286d1_ex3-1.htm (EX-3.1) — 34KB
• tm2416286d1_ex3-2.htm (EX-3.2) — 213KB
• 0001104659-24-068253.txt ( ) — 533KB
• elan-20240530.xsd (EX-101.SCH) — 3KB
• elan-20240530_lab.xml (EX-101.LAB) — 33KB
• elan-20240530_pre.xml (EX-101.PRE) — 22KB
• tm2416286d1_8k_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the 2024 Annual Meeting, Elanco's shareholders approved, among other things, certain amendments to Elanco's Articles of Incorporation (the "Articles") to declassify the Board, adopt a majority vote standard for uncontested elections of directors, provide shareholders with the right to amend the Company's Bylaws and provide shareholders with the right under certain circumstances to request special meetings of shareholders. The Articles, as amended and restated to incorporate the amendments referred to above, are attached hereto as Exhibit 3.1. Previously, the Board approved amendments to the Company's Bylaws including to make corresponding changes to conform to the amendments to the Articles described above, effective upon shareholder approval of the amendments to the Articles described above. Other amendments to the Bylaws include updating and expanding the procedural and informational requirements for director nominations submitted by shareholders under the "advance notice" provisions; updates in response to the Securities and Exchange Commission's adoption of "universal proxy" rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and requiring that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white; and other ministerial and clarifying changes. The Bylaws, as amended and restated, and effective as of May 30, 2024, are attached hereto as Exhibit 3.2.

07 Submission of Matters to a Vote

Item 5.07 Submission of Matters to a Vote of Security Holders. Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below. Proposal 1. Election of Directors. All of the nominees for director nominated by the Board were elected to serve for a three-year term ending at the 2027 annual meeting of shareholders and until their respective successors are elected and qualified, by the votes set forth in the table below. Nominee For Against Abstain Broker Non-Votes William Doyle 373,318,271 67,425,671 428,146 15,291,110 Art Garcia 337,173,908 103,570,406 427,774 15,291,110 Denise Scots-Knight 339,982,765 100,759,700 429,623 15,291,110 Jeffrey Simmons 343,139,650 97,563,208 469,230 15,291,110 Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco's independent registered public accounting firm for 2024, by the votes set forth in the table below. For Against Abstain 454,375,829 1,564,686 522,683 Proposal 3. The shareholders approved, by non-binding vote, the compensation of Elanco's named executive officers, by the votes set forth in the table below. For Against Abstain Broker Non-Votes 409,526,328 31,095,963 549,797 15,291,110 Proposal 4. The shareholders approved management's proposal to amend the Articles to declassify the Board, by the votes set forth in the table below. For Against Abstain Broker Non-Votes 439,226,427 1,488,109 457,552 15,291,110 Proposal 5. The shareholders approved management's proposal to amend the Articles to adopt a majority vote standard for uncontested elections of directors, by the votes set forth in the table below. For Against Abstain Broker Non-Votes 439,239,035 1,491,386 441,667 15,291,110 Proposal 6. The shareholders approved management's proposal to amend the Articles to provide shareholders with the right to amend the Company's Bylaws, by the votes set forth in the table below. For Against Abstai

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Elanco Animal Health Incorporated Amended and Restated Articles of Incorporation, effective May 30, 2024. 3.2 Elanco Animal Health Incorporated Amended and Restated Bylaws, effective May 30, 2024. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized. Elanco Animal Health Incorporated Date: June 4, 2024 By: /s/ Todd Young Name: Todd Young Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR