Eli Lilly and Company files DEF 14A for the fiscal year ending December 31, 2023.

Ticker: LLY · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 59478

Eli Lilly & Co DEF 14A Filing Summary
FieldDetail
CompanyEli Lilly & Co (LLY)
Form TypeDEF 14A
Filed DateMar 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$4 billion, $68 million, $34.1 billion, $5.80, $6.32
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Eli Lilly, Executive Compensation, Corporate Governance, SEC Filing

TL;DR

<b>Eli Lilly & Co. filed its annual DEF 14A report for the fiscal year ending December 31, 2023.</b>

AI Summary

ELI LILLY & Co (LLY) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Eli Lilly & Co. filed a DEF 14A with the SEC on March 22, 2024. The filing covers the fiscal year ending December 31, 2023. The company's standard industrial classification is Pharmaceutical Preparations [2834]. Eli Lilly & Co. is incorporated in Indiana. The filing includes executive compensation data for 2023.

Why It Matters

For investors and stakeholders tracking ELI LILLY & Co, this filing contains several important signals. This DEF 14A filing provides detailed information on executive compensation and corporate governance for Eli Lilly & Co. for the 2023 fiscal year. Investors and stakeholders can use this filing to assess executive pay, understand company performance metrics, and evaluate the company's governance practices.

Risk Assessment

Risk Level: low — ELI LILLY & Co shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management incentives and potential governance changes.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2024-03-22 — Filing Date (Date Filed)
  • 2834 — SIC Code (Standard Industrial Classification)
  • 001-06351 — SEC File Number (SEC Filing Information)

Key Players & Entities

  • ELI LILLY & Co (company) — Filer
  • 2024-03-22 (date) — Filing Date
  • 2023-12-31 (date) — Fiscal Year End
  • Indianapolis (location) — Business Address City
  • IN (location) — Business Address State
  • 3172762000 (phone) — Business Phone
  • 2834 (industry_code) — Standard Industrial Classification
  • 0000059478 (cik) — Central Index Key

FAQ

When did ELI LILLY & Co file this DEF 14A?

ELI LILLY & Co filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ELI LILLY & Co (LLY).

Where can I read the original DEF 14A filing from ELI LILLY & Co?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ELI LILLY & Co.

What are the key takeaways from ELI LILLY & Co's DEF 14A?

ELI LILLY & Co filed this DEF 14A on March 22, 2024. Key takeaways: Eli Lilly & Co. filed a DEF 14A with the SEC on March 22, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's standard industrial classification is Pharmaceutical Preparations [2834]..

Is ELI LILLY & Co a risky investment based on this filing?

Based on this DEF 14A, ELI LILLY & Co presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

What should investors do after reading ELI LILLY & Co's DEF 14A?

Review the executive compensation details and any shareholder proposals to understand management incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does ELI LILLY & Co compare to its industry peers?

Eli Lilly & Co. operates in the Pharmaceutical Preparations industry, focusing on the development and manufacturing of drugs.

Are there regulatory concerns for ELI LILLY & Co?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information on executive compensation and related matters.

Industry Context

Eli Lilly & Co. operates in the Pharmaceutical Preparations industry, focusing on the development and manufacturing of drugs.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information on executive compensation and related matters.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Review any shareholder proposals and management's recommendations.
  3. Examine the company's disclosures on corporate governance practices.

Key Dates

  • 2024-03-22: Filing Date — Official filing of the DEF 14A report.
  • 2023-12-31: Fiscal Year End — Period covered by the financial and compensation disclosures.

Year-Over-Year Comparison

This is the DEF 14A filing for the fiscal year ending December 31, 2023, providing updated information compared to previous filings.

Filing Stats: 4,413 words · 18 min read · ~15 pages · Grade level 16.5 · Accepted 2024-03-22 16:23:05

Key Financial Figures

  • $4 billion — tive world. In 2023, Lilly donated over $4 billion in medicines to charitable organization
  • $68 million — y and its affiliates provided more than $68 million in diabetes, cancer, and other therapie
  • $34.1 billion — performance. Operating Performance $34.1 billion in 2023 revenue $5.80 earnings per s
  • $5.80 — ance $34.1 billion in 2023 revenue $5.80 earnings per share (EPS) in 2023 on a
  • $6.32 — are (EPS) in 2023 on a reported basis $6.32 EPS on a non-GAAP basis in 2023 Rep
  • $10 million — ught online at our site in Puerto Rico $10 million investment announced for solar arrays
  • $35 — ernment insurance programs from Lilly's $35 solutions. However, federal law provide

Filing Documents

- Election of Directors 31

Item 1 - Election of Directors 31 Leadership Structure 31 Board Structure 34 Governance Practices 37 Board Alignment 42 Communication with the Board of Directors 43 Shareholder Engagement on Governance Issues 44 45 Compensation 46

- Approval, on an Advisory Basis, of the Compensation Paid to the Company's Named Executive Officers 46

Item 2 - Approval, on an Advisory Basis, of the Compensation Paid to the Company's Named Executive Officers 46 Talent and Compensation Committee Matters 47 Compensation Discussion and Analysis 48

Executive Compensation Tables 67

Executive Compensation Tables 67 CEO Pay Ratio 76 Pay versus Performance 77 Audit Matters 81

- Ratification of the Appointment of the Independent Auditor 81

Item 3 - Ratification of the Appointment of the Independent Auditor 81 Management Proposals 84

- Proposal to Amend the Company's Articles of Incorporation to Eliminate the Classified Board Structure 84

Item 4 - Proposal to Amend the Company's Articles of Incorporation to Eliminate the Classified Board Structure 84

- Proposal to Amend the Company's Articles of Incorporation to Eliminate Supermajority Voting Provisions 85

Item 5 - Proposal to Amend the Company's Articles of Incorporation to Eliminate Supermajority Voting Provisions 85 Shareholder Proposals 86

through Item 9

Item 6 through Item 9 Other Information 98 Meeting and Voting Logistics 98 Other Matters 102 Appendix A - Summary of Adjustments Related to the Annual Cash Bonus and Performance Award A- 1 Appendix B - Proposed Amendments to the Company's Articles of Incorporation B- 1 Frequently Referenced Topics Director Diversity 12 Director Biographies 14 Director Skills Matrix 13 Lead Independent Director Duties 31 Board and Committee Oversight of: Sustainability 39 Cybersecurity 39 Human Capital Management 40 Political Activities 40 Transactions with Related Persons 42 Share Ownership and Retention Guidelines 65 Compensation Recovery Policy (Clawback) 66 Cautionary Statements This proxy statement contains forward-looking statements, including those regarding our strategies and financial performance; our development of new products and technologies; environmental, social and governance metrics, commitments and goals; and other statements that are not historical fact, and actual results could differ materially. Risks that could cause actual results to differ are set forth in the "Risk Factors" section of, and elsewhere in, our 2023 Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (SEC). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on management estimates, projections, and assumptions, and we undertake no obligation to update any such statements. Certain documents and information referenced in this proxy statement are available on our website. However, we are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this proxy statement. The information contained under the heading "Pay Versus Performance" shall not be incorporated by reference into any filing under the Securit

Election of each of the four director nominees to serve three-year terms

Item 1 Election of each of the four director nominees to serve three-year terms

Approval, on an advisory basis, of the compensation paid to the company's named executive officers

Item 2 Approval, on an advisory basis, of the compensation paid to the company's named executive officers

Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2024

Item 3 Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2024

Approval of amendments to the company's articles of incorporation to eliminate the classified board structure

Item 4 Approval of amendments to the company's articles of incorporation to eliminate the classified board structure

Approval of amendments to the company's articles of incorporation to eliminate supermajority voting provisions

Item 5 Approval of amendments to the company's articles of incorporation to eliminate supermajority voting provisions

Shareholder proposal to publish an annual report disclosing lobbying activities

Item 6 Shareholder proposal to publish an annual report disclosing lobbying activities

Shareholder proposal to report on effectiveness of the company's diversity, equity, and inclusion efforts

Item 7 Shareholder proposal to report on effectiveness of the company's diversity, equity, and inclusion efforts Item 8 Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents

Shareholder proposal to adopt a comprehensive human rights policy

Item 9 Shareholder proposal to adopt a comprehensive human rights policy ADMISSION WHEN 8:30 a.m. EDT Monday, May 6, 2024 The 2024 annual meeting of shareholders (the Annual Meeting) of Eli Lilly and Company will be held virtually via live webcast. The webcast is designed to provide shareholders the opportunity to participate virtually to facilitate shareholder attendance and to provide a consistent experience to all shareholders, regardless of location. You will be able to attend the Annual Meeting, vote, and submit questions virtually via live webcast by visiting virtualshareholdersmeeting.com/LLY2024 . To be admitted to the Annual Meeting webcast, you must enter the 16-digit control number found on the proxy card, voting instruction form, or notice you received. For further information on Annual Meeting logistics, see the section titled " Other Information—Meeting and Voting Logistics ." This proxy statement is dated March 22, 2024. We mailed a notice of internet availability of proxy materials on or about that date to our shareholders of record as of February 28, 2024 (other than those who previously requested electronic or paper delivery of our proxy materials and certain participants in The Lilly Employee 401(k) plan (401(k) Plan)). WHERE Virtually at www.virtualshareholder meeting.com/LLY2024 RECORD DATE February 28, 2024 YOUR VOTE IS IMPORTANT Every shareholder vote is important. Even if you plan to attend the Annual Meeting, we encourage you to vote promptly online, by telephone, or, if you received or requested paper copies of your proxy materials, by signing, dating, and returning your proxy card or voting instruction form by mail, so that a quorum may be represented at the meeting. By order of the Board of Directors, Anat Hakim Executive Vice President, General Counsel and Secretary March 22, 2024 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD MAY 6, 2024: The annual report

Executive Compensation Summary for 2023

Executive Compensation Summary for 2023 In 2023, the average total target compensation for our named executive officers was comparable to the median of the company's peer group. Bonus and equity payouts exceeded target, consistent with strong company performance over the respective performance periods. Pay for Performance As described in the Compensation Discussion and Analysis (CD&A), we link our incentive pay programs to a mix of measures on three dimensions of company performance: operating performance; progress with our innovation pipeline; and shareholder return (both absolute and relative). The Talent and Compensation Committee adjusts reported revenue and EPS results to eliminate the distorting effect of certain unusual items on incentive compensation performance measures. The summary below highlights how our incentive pay programs are intended to align with company performance. Please also see Appendix A for adjustments made to revenue and EPS for incentive compensation programs. Bonus Plan Result: In 2023, the company exceeded its annual cash bonus targets for revenue and EPS. We also made significant pipeline advances. For purposes of the bonus, the Talent and Compensation Committee adjusted revenue and adjusted non-GAAP EPS to exclude the impact of transactions associated with the divestiture of certain legacy products, as well as acquired in-process research and development (IPR&D) charges, both of which were not included in 2023 bonus targets. See the CD&A for further discussion of the Eli Lilly and Company Bonus Plan (Bonus Plan). 1.81 Bonus Plan Multiple 8 2022-2024 Performance Award (PA) Result: We exceeded the two-year EPS growth target set for our PA program. The PA target is based on expected EPS growth of peer companies over a two-year period. As a result of exceeding the EPS growth target set for our PA program, the PA payout was above target. See the CD&A for further discussion on the PA program. 128% 2022-2024 PA Payout 2021-20

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