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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 21, 2020

 

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

  

Indiana  001-38661  82-5497352

(State or other jurisdiction of

incorporation)

  (Commission
File Number)
 

(I.R.S. Employer

Identification No.)

 

2500 Innovation Way

Greenfield, Indiana

(Address of principal executive offices)

 

46140

(Zip Code)

 

Registrant’s telephone number, including area code: (877) 352-6261

 

Not Applicable

(Former Name or Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, no par value ELAN New York Stock Exchange
5.00% Tangible Equity Units ELAT New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

Elanco held its annual meeting of shareholders on May 21, 2020. Voting results for each matter submitted to a vote at the 2020 annual meeting are provided below.

 

Proposal 1. Election of Directors. All of the nominees nominated by the Board for director were elected to serve for a three-year term ending at the 2023 annual meeting of shareholders or until their respective successors are elected and qualified, by the votes set forth in the table below.

 

NOMINEE  FOR   AGAINST   ABSTAIN   BROKER
NON-VOTES
 
Michael J. Harrington  219,565,020   140,151,632   713,760   10,018,663 
Deborah T. Kochevar  212,461,959   147,252,543   715,910   10,018,663 
Kirk P. McDonald  211,917,206   147,796,398   716,808   10,018,663 

 

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s principal independent auditor for 2020, by the votes set forth in the table below.

 

FOR   AGAINST   ABSTAIN 
 370,283,678    42,172    123,225 

 

Proposal 3. The shareholders approved, by non-binding vote, the compensation of named executive officers, by the votes set forth in the table below.

 

FOR   AGAINST   ABSTAIN   BROKER
NON-VOTES
 
 342,233,849    17,868,982    327,581    10,018,663 

 

As of the record date of the meeting, 398,799,023 shares of common stock were issued and outstanding.

 

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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:  May 22, 2020 By: /s/  Michael-Bryant Hicks
    Name: Michael-Bryant Hicks

 

  Title: Executive Vice President, General Counsel and Corporate Secretary

 

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