UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 13, 2021, the Board of Directors of Eli Lilly and Company (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date.
The Amended and Restated Bylaws amend and restate the Company’s bylaws to, among other things, (1) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of shareholders, (2) provide that the annual meeting of shareholders shall be held on such date as determined by the Board of Directors (rather than on the third Monday in April each year or such other date as determined by the Board of Directors no later than June 30 of such year), (3) clarify that meetings of shareholders may be held by means of remote communication in addition to, or instead of, being held as a physical meeting, (4) provide that the chair of a shareholder meeting is entitled to prescribe rules relating to the conduct of a shareholder meeting and may adjourn any shareholder meeting whether or not there is a quorum present, (5) adopt gender neutral terms when referring to particular positions, offices or title holders, and (6) reflect certain administrative, modernizing, clarifying, and conforming changes.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Eli Lilly and Company Amended and Restated Bylaws, effective December 13, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 thereunto duly authorized.
| ELI LILLY AND COMPANY | ||||||
| (Registrant) | ||||||
| By: | /s/ Anat Hakim | |||||
| Name: | Anat Hakim | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
| Date: | December 16, 2021 | |||||