UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Elanco Animal Health Incorporated Employee Stock Purchase Plan
At the annual meeting of shareholders of Elanco Animal Health Incorporated (“Elanco”) held on May 18, 2023, Elanco’s shareholders approved the Amended and Restated Elanco Animal Health Incorporated Employee Stock Purchase Plan (the “Amended and Restated ESPP”). The Amended and Restated ESPP was approved by Elanco’s Board of Directors (the “Board”) on March 31, 2023, subject to the approval of Elanco’s shareholders, and became effective with such shareholder approval on May 18, 2023.
A description of the terms of the Amended and Restated ESPP can be found in the “2023 Notice of Annual Meeting of Shareholders and Proxy Statement — Proposal No. 4: Approval of the Amended and Restated Elanco Animal Health Incorporated Employee Stock Purchase Plan” (pages 76 through 79) in Elanco’s definitive proxy statement dated April 6, 2023, and filed with the Securities and Exchange Commission on April 6, 2023 (the “Proxy Statement”), which description is incorporated by reference herein.
The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Amended and Restated ESPP.
Amended and Restated Elanco Animal Health Incorporated 2018 Stock Plan
At the annual meeting of shareholders of Elanco, Elanco’s shareholders also approved the Amended and Restated 2018 Elanco Animal Health Incorporated Stock Plan (the “Amended and Restated 2018 Stock Plan”). The Amended and Restated 2018 Stock Plan was approved by Elanco’s Board on March 31, 2023, subject to the approval of Elanco’s shareholders, and became effective with such shareholder approval on May 18, 2023.
A description of the terms of the Amended and Restated 2018 Stock Plan can be found in the “2023 Notice of Annual Meeting of Shareholders and Proxy Statement — Proposal No. 5: Approval of the Amended and Restated Elanco Animal Health Incorporated 2018 Stock Plan” (pages 80 through 87) in the Proxy Statement, which description is incorporated by reference herein.
The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Amended and Restated 2018 Stock Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Voting results for each matter submitted to a vote at the 2023 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 2026 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 | ||||||||||||
| Michael J. Harrington | 259,613,361 | 175,243,353 | 944,452 | 13,179,219 | ||||||||||||
| R. David Hoover | 125,220,272 | 309,651,471 | 929,423 | 13,179,219 | ||||||||||||
| Deborah T. Kochevar | 164,946,577 | 269,918,338 | 936,251 | 13,179,219 | ||||||||||||
| Kirk P. McDonald | 267,112,564 | 167,731,710 | 956,892 | 13,179,219 | ||||||||||||
Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2023, by the votes set forth in the table below.
| For | Against | Abstain | |||||
| 447,693,969 | 524,302 | 762,114 |
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 | |||||||
| 351,081,265 | 82,468,671 | 2,251,230 | 13,179,219 |
Proposal 4. The shareholders approved the Amended and Restated Elanco Animal Health Incorporated Employee Stock Purchase Plan, by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 434,472,778 | 566,174 | 762,214 | 13,179,219 |
Proposal 5. The shareholders approved the Amended and Restated 2018 Elanco Animal Health Incorporated Stock Plan, by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 417,966,666 | 17,058,140 | 776,360 | 13,179,219 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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, 2023 | By: | /s/ Todd Young |
| Name: Todd Young | ||
| Title: Executive Vice President and Chief Financial Officer | ||