Elanco Animal Health Incorporated
|
(Name of Issuer)
|
Common Stock, no par value
|
(Title of Class of Securities)
|
28414H103
|
(CUSIP Number)
|
Michael D. Adamski
Sachem Head Capital Management LP
250 West 55th Street, 34th Floor
New York, NY 10019
212-714-3300
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copies to:
Richard M. Brand
Joshua A. Apfelroth
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-6000
|
December 13, 2020
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 28414H103
|
SCHEDULE 13D
|
Page 2 of 8
|
1
|
NAME OF REPORTING PERSON OR
|
|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||||
Sachem Head Capital Management LP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
OO (See Item 3)
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
27,835,500
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
27,835,500
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
27,835,500
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
5.9%
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
IA
|
CUSIP No. 28414H103
|
SCHEDULE 13D
|
Page 3 of 8
|
1
|
NAME OF REPORTING PERSON OR
|
|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||||
Uncas GP LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
OO (See Item 3)
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
27,835,500
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
27,835,500
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
27,835,500
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
5.9%
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
OO
|
CUSIP No. 28414H103
|
SCHEDULE 13D
|
Page 4 of 8
|
1
|
NAME OF REPORTING PERSON OR
|
|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||||
Sachem Head GP LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
OO (See Item 3)
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
11,000,000
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
11,000,000
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
11,000,000
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
2.3%
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
OO
|
CUSIP No. 28414H103
|
SCHEDULE 13D
|
Page 5 of 8
|
1
|
NAME OF REPORTING PERSON OR
|
|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||||
Scott D. Ferguson
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
OO (See Item 3)
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States
|
||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
27,835,500
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
27,835,500
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
27,835,500
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
5.9%
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
IN
|
CUSIP No. 28414H103
|
SCHEDULE 13D
|
Page 6 of 8
|
Item 4.
|
Purpose of Transaction
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
•
|
William Doyle has been appointed to the board of directors (the “Board”) of the Issuer as a director in the class with a term expiring at the Issuer’s 2021 annual meeting of shareholders (the “2021
Annual Meeting”), Scott Ferguson has been appointed to the Board in the class with a term expiring at the Issuer’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”) and Paul Herendeen has been appointed to the Board
in the class with a term expiring at the Issuer’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”). The Board has agreed to rebalance its classes and appoint Mr. Herendeen to the class with a term expiring at the 2022
Annual Meeting no later than the completion of the 2021 Annual Meeting;
|
•
|
Mr. Doyle has been appointed to serve as a member of the Issuer’s Innovation, Science and Technology Committee and Finance and Oversight Committee. Mr. Ferguson and Mr. Herendeen have each been appointed to
serve as members of the Issuer’s Finance and Oversight Committee;
|
•
|
the Issuer will include Mr. Ferguson and Mr. Herendeen on the slate of nominees recommended by the Board in the Issuer’s proxy statement and proxy card relating to the 2022 Annual Meeting, subject to certain
conditions being met, and support each in a manner no less rigorous and favorable than the manner in which the Issuer supports its other nominees in the aggregate;
|
•
|
the Reporting Persons have agreed that, in the event the Reporting Persons and their affiliates’ aggregate economic exposure is less than 4.5% of the shares of Common Stock outstanding (as calculated pursuant
to the Cooperation Agreement), the Reporting Persons will cause Mr. Ferguson to tender his resignation from the Board to the Board, effective immediately, and cause Mr. Herendeen to tender his resignation from the Board to the Board,
effective as of immediately prior to the next annual meeting;
|
•
|
until the Standstill Termination Date (as defined below), the Reporting Persons shall, or in the case of shares beneficially owned, cause the record holder to, as of the record date for the applicable annual
meeting, be present for quorum purposes and (i) vote in favor of (a) all nominees of the Issuer in its proxy statement for election to the Board, (b) any advisory vote on executive compensation and (c) the ratification of the appointment of
the Issuer’s independent registered public accounting firm, and (ii) vote against (a) any stockholder nominations for directors which are not recommended by the Board for election to the Board and (b) any proposals or resolutions to remove
any member of the Board;
|
•
|
the Reporting Persons agreed to refrain from taking certain actions with respect to the Issuer until the later of (i) the date that is five (5) days after the date on which neither Mr. Ferguson nor any officer,
director, consultant, partner or employee of Sachem Head or affiliate of the foregoing continues to serve on the Board and (ii) the date that is forty-five (45) days before the closing of the non-proxy access shareholder director nomination
window for the 2023 Annual Meeting (the “Standstill Termination Date”); and
|
•
|
subject to certain exceptions, if Mr. Ferguson or Mr. Herendeen ceases to serve as a member of the Board before his term expires, the Reporting Persons shall be entitled to recommend another individual to be
appointed to the Board and, subject to certain conditions, the Board shall appoint such individual to the same class of the Board on which Mr. Ferguson or Mr. Herendeen, as applicable, served.
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 99.1
|
Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.*
|
Exhibit 99.2 |
Trading data.* |
Exhibit 99.3 |
Trading data.* |
Exhibit 99.4 |
Cooperation Agreement, dated December 13, 2020, by and between Elanco Animal Health Incorporated and Sachem Head Capital Management LP.
|
CUSIP No. 28414H103
|
SCHEDULE 13D
|
Page 7 of 8
|
SIGNATURE |
|
SACHEM HEAD CAPITAL MANAGEMENT LP
|
||
|
By: Uncas GP LLC, its General Partner
|
||
|
|
||
|
By:
|
/s/ Scott D. Ferguson
|
|
|
|
Scott D. Ferguson
Managing Member
|
|
UNCAS GP LLC
|
||
|
|
||
|
By:
|
/s/ Scott D. Ferguson
|
|
|
|
Scott D. Ferguson
Managing Member
|
|
SACHEM HEAD GP LLC
|
||
|
By:
|
/s/ Scott D. Ferguson
|
|
|
|
Scott D. Ferguson
Managing Member
|
|
By:
|
/s/ Scott D. Ferguson
|
|
|
|
Scott D. Ferguson
Managing Member
|
CUSIP No. 28414H103
|
SCHEDULE 13D
|
Page 8 of 8
|
INDEX TO EXHIBITS |
Exhibit Number
|
Description of Exhibits
|
Exhibit 99.1
|
Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.*
|
Exhibit 99.2
|
Trading data.*
|
Exhibit 99.3 |
Trading data.* |
Exhibit 99.4 |
Cooperation Agreement, dated December 13, 2020, by and between Elanco Animal Health Incorporated and Sachem Head Capital Management LP.
|
1.
|
Board Matters.
|
2.
|
Confidentiality. Notwithstanding any otherwise applicable Company Policies, Scott Ferguson may share confidential information with Sachem Head and its personnel
regarding the Company solely in accordance with and subject to the confidentiality agreement, which Sachem Head has entered into with the Company concurrently herewith (the “Confidentiality Agreement”).
|
3.
|
Trading in Company Securities. Except as the Parties may otherwise agree, with it being understood that Sachem Head (and any of their affiliated funds) would be
generally free to trade in the Company’s securities during open window trading
|
|
periods to the same extent that other directors of the Company would be free to trade with respect to any particular open window trading period, for so long as an officer,
director, consultant, partner (other than a partner who is solely a limited partner) or employee of Sachem Head (a “Sachem Head Insider”) remains a director of the Company, Sachem Head will not, other than through an approved Rule 10b5-1
compliant trading plan in accordance with Company Policies, trade in Company securities (including Common Stock) during trading blackout periods generally applicable to directors under the blackout calendar as currently in effect (as it may
reasonably be modified for all directors from time to time on a good faith basis). While a Sachem Head Insider is a member of the Board prior to the Standstill Termination Date, Sachem Head will consult with the Company regarding
engagement with proxy advisory services and shareholders to the extent reasonably requested by the Company.
|
4.
|
Non-Disparagement. Until the Standstill Termination Date, (a) Sachem Head agrees that it will not (including without limitation through other persons), and will cause
its controlled affiliates, managing members, advisory board members, partners (other than partners who are solely limited partners), directors, officers and employees not to (and will direct its agents and representatives not to at Sachem
Head’s direction or on Sachem Head’s behalf), make, or cause to be made, directly or indirectly, any statement or announcement (including on social media or in any written communication to the Company) that constitutes an ad hominem attack
on, disparages, impugns or is reasonably likely to damage the reputation of the Company, its officers, directors, advisory board members, or employees or any person who has served as an officer, director or employee of the Company on or
following the date hereof in any public communication, in any communication that would reasonably be expected to enter the public domain or in any other statement to shareholders, analysts or representatives of the media and (b) the Company
agrees that it will not, and will cause its controlled affiliates, directors, officers and employees (to the extent acting at the direction of a Company director or officer) (and direct its agents and representatives not to at the Company’s
direction or on the Company’s behalf) not to, make, or cause to be made, directly or indirectly, any statement or announcement (including on social media or in any written communication to Sachem Head) that constitutes an ad hominem attack
on, disparages, impugns or is reasonably likely to damage the reputation of Sachem Head, its affiliates, managing members, partners (other than partners who are solely limited partners), officers, directors, advisory board members, or
employees or any person who has served as an officer, director or employee of Sachem Head on or following the date hereof in any public communication, in any communication that would reasonably be expected to enter the public domain or in
any other statement to shareholders, analysts or representatives of the media. The foregoing shall not prevent the making of any factual statement in the event that the Company or any of its representatives or Sachem Head or any of its
representatives is required to make that statement by applicable subpoena or legal process or privately communicates such statement to the other party, any directors or executive officers of the other party, or any of Sachem Head’s limited
partner investors or potential limited partner investors so long as such communications would not reasonably be expected to
|
|
require any public disclosure of such communications and, with respect to such private communications to Sachem Head’s current or potential
limited partner investors, they are consistent with prior practice, are understood to be private communications and not undertaken with the intent to circumvent the restrictions in this Agreement.
|
5.
|
Registration Rights. Promptly following the execution of this Letter Agreement, the Company and
Sachem Head shall enter into a registration rights agreement granting to Sachem Head customary and reasonable registration rights (and limits and restrictions as to such registration rights) with respect to shares of Common Stock
beneficially owned by Sachem Head.
|
6.
|
Press Release. The Parties agree that the Company will issue the press release attached to this Letter Agreement as Exhibit A promptly following the
execution and delivery of this Letter Agreement by the Parties. The Company acknowledges that Sachem Head may file this Letter Agreement and the Press Release as exhibits to its Schedule 13D pursuant to an amendment and Sachem Head agrees
that the Company will have a reasonable opportunity to review such amendment in advance of filing and that Sachem Head will consider in good faith any changes requested by the Company to the foregoing filing. Sachem Head acknowledges that
the Company may file this Letter Agreement and the Press Release as exhibits to its Form 8-K and the Company agrees that Sachem Head will have a reasonable opportunity to review such Form 8-K in advance of filing and that the Company will
consider in good faith any changes requested by Sachem Head to the foregoing filing.
|
7.
|
Power and Authority of the Company. The Company represents and warrants to Sachem Head that (a) the Company has the corporate power and authority to execute this
Letter Agreement and to bind it thereto, (b) this Letter Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable
against the Company in accordance with its terms, and (c) the execution, delivery and performance of this Letter Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or
decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or
result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is
a party or by which it is bound.
|
8.
|
Power and Authority of Sachem Head. Sachem Head represents and warrants to the Company that (a) Sachem Head Capital Management LP has the power and authority to
execute this Letter Agreement on behalf of itself and to bind each member of Sachem Head thereto, (b) this Letter Agreement has been duly authorized, executed and delivered by such member of Sachem Head, constitutes a valid and binding
obligation of such member of Sachem Head, and is enforceable against each such member of Sachem Head in accordance with its terms, (c) the
|
|
execution of this Letter Agreement by such member of Sachem Head does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree
applicable to such member of Sachem Head, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant
to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such
member is a party or by which it is bound and (d) Sachem Head beneficially owns in the aggregate 27,835,500 shares of Common Stock and has economic exposure to an additional 15,022,790 shares of Common Stock. Sachem Head also represents
and warrants that, to its knowledge and following discussion with Mr. Herendeen, Mr. Herendeen is not subject to any restrictions or obligations (including with respect to his previous employers) that would restrict or interfere with his
ability to serve as a director of the Company, receive or use confidential information and perform customary duties as a director of the Company.
|
9.
|
Termination. Except as otherwise set forth herein, each Party’s obligations under this Letter Agreement will extend until, and terminate at, 12:00 a.m., Eastern
time, on the later of (a) forty-five calendar days after the date that Scott Ferguson (or any Successor Director) ceases to serve on the Board of Directors and (b) the date that is forty-five days before the closing of the non-proxy access
shareholder director nomination window for the 2023 Annual Meeting; provided that Sachem Head’s and the Company’s rights with respect to a Successor Director in accordance with Section 1(f) shall survive termination of this Agreement until
the Company’s 2025 annual meeting of shareholders while the Successor Director replacement process is underway until such time as the identified replacement Successor Director is appointed to the Board, unless Sachem Head has waived in
writing its rights regarding a replacement Successor Director (which shall be deemed waived (1) if Sachem Head does not initiate such replacement director process within forty-five days of Mr. Ferguson or Mr. Herendeen departing from the
Board or (2) if Sachem Head nominates a director slate or engages in a proxy contest once permitted to do so following the Standstill Termination Date and has not initiated a replacement director process). Notwithstanding the foregoing,
the Confidentiality Agreement contemplated by Section 2 shall survive in accordance with its terms.
|
10.
|
Fiduciary Duties. Nothing in this Letter Agreement will be deemed to require the violation of the fiduciary duties of any director of the Company (including any New
Director) under Indiana law in the director’s capacity as such.
|
11.
|
Expenses. No later than five business days following the execution of this Letter Agreement, the Company shall reimburse Sachem Head for its reasonable, documented,
out-of-pocket costs, fees and expenses (including reasonable attorney’s fees and other legal expenses and expenses related to the engagement of other advisors and consultants) incurred as of or prior to the date hereof by Sachem Head in
connection with its engagement with the Company, the negotiation and
|
|
execution of this Letter Agreement and related matters, up to the aggregate amount previously agreed to by the Parties.
|
12.
|
Counterparts. This Letter Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and will become
effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).
|
13.
|
Specific Performance. Each Party acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event that any of the provisions of
this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages are not an adequate remedy for such a breach. It is accordingly agreed that each Party may be entitled to
specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof. Each Party agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of
equitable relief.
|
14.
|
Applicable Law and Jurisdiction. This Letter Agreement will be governed by and enforced in accordance with the laws of the State of Indiana without reference to
conflicts of laws principles. Each of the Parties hereto irrevocably agrees that any legal action or proceeding arising out of this Letter Agreement will be brought exclusively in the courts of Hancock County, Indiana or the federal courts
for the Southern District of Indiana (or, if such courts decline to accept jurisdiction, any state or federal court within the State of Indiana). Each of the Parties irrevocably waives the right to trial by jury in any such action or
proceeding. Each of the Parties hereto hereby irrevocably submits to the personal jurisdiction of the aforesaid courts, and irrevocably waives any argument that such courts are an inconvenient or improper forum. Each Party consents to
service of process by a reputable overnight delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law.
|
15.
|
Notice. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in
writing and shall be deemed validly given, made or served, (a) if given by telecopy or email, when such telecopy is transmitted to the telecopy number set forth below or sent to the email address set forth below, as applicable, and the
appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this section:
|
16.
|
Entire Agreement. This Letter Agreement, including Exhibit A attached to this Letter Agreement, contains the entire understanding of the Parties with respect
to the subject matter hereof.
|
ELANCO ANIMAL HEALTH INCORPORATED | |||
By:
|
/s/ Michael-Bryant Hicks | ||
Name: Michael-Bryant Hicks |
|||
Title: EVP, General Counsel, Secretary |
|||
SACHEM HEAD CAPITAL MANAGEMENT LP | |||
By:
|
Uncas GP LLC, its general partner |
||
By: |
/s/ Scott D. Ferguson |
||
Name: Scott D. Ferguson |
|||
Title: Managing Partner |
|||
•
|
Distinguished Healthcare Executive, Animal Health Director and Investor William F. Doyle Joins Elanco Animal Health Board of Directors
|
•
|
Company Announces Cooperation Agreement with Sachem Head Capital Management; Founder Scott Ferguson and Animal Health Executive Paul Herendeen Join
Elanco Board of Directors
|
•
|
Newly Formed Innovation, Science and Technology Committee of the Board to Focus on Pipeline Innovation and R&D
Optimization; Expert, Independent Science and Technology Advisory Board to Support Committee’s Efforts
|
•
|
Expanded Scope of Board-Level Finance and Oversight Committee to Focus on Margin Expansion, Integration and Operational Initiatives
|