8-K

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): October 4, 2023

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)	(IRS Employer Identification Number)

2500 Innovation Way Greenfield, Indiana (Address of principal executive offices) 46140 (Zip Code)

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

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

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 7.01 Regulation FD Disclosure.

A copy of the press release issued by Elanco Animal Health Incorporated (the “Company”) announcing certain corporate governance enhancements is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01, including the information contained in the accompanying Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as otherwise expressly stated in such filing.

 Item 9.01 Financial Statements and Exhibits.

(d)            Exhibits

99.1	Press Release issued by Elanco Animal Health Incorporated dated October 4, 2023
104.1	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 hereunto duly authorized.

	ELANCO ANIMAL HEALTH INCORPORATED
Date: October 4, 2023	By:	/s/ Todd Young
	Name:	Todd Young
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Elanco Animal Health  2500 Innovation Way  Greenfield, IN 46140

FOR IMMEDIATE RELEASE

Media Contact: Colleen Parr Dekker, +1.317.989.7011, colleen.dekker@elancoah.com

Investor Contact: Kathryn Grissom, +1.317.273.9284, kathryn.grissom@elancoah.com

Elanco Announces Corporate Governance Enhancements

GREENFIELD, Ind. (October 4, 2023) – Elanco Animal Health Incorporated (NYSE: ELAN) announced today that the Board of Directors has commenced a process to amend the Company’s corporate governing documents as part of a comprehensive governance review following the Company’s 2023 Annual Meeting of Shareholders. The Board expects to seek shareholder approval at the 2024 Annual Meeting of Shareholders for amendments to the Company’s Articles of Incorporation that will:

· Commence a process to declassify the Board of Directors;

· Allow shareholders to amend the Company’s Bylaws; and

· Allow shareholders under certain circumstances to call special meetings of shareholders.

“We have engaged with our shareholders, particularly during the past three years, on corporate governance matters,” said R. David Hoover, Chairman of the Board and the Corporate Governance Committee. “We value our shareholders’ opinions and appreciate the feedback we have received that informed the Board’s actions.”

“Last year we eliminated the supermajority vote requirements to amend the Company’s Articles of Incorporation and Bylaws,” Hoover continued. “Given the solid foundation Elanco has built during the five years since our IPO, we believe now is the time to make these additional governance changes. At Elanco, we are committed to strong corporate governance and will continue to foster open communication with our shareholders.”

More information regarding the proposals requiring shareholder approval will be included in the Company’s proxy statement to be filed with the Securities and Exchange Commission prior to the 2024 Annual Meeting of Shareholders. The proposed amendments to the Articles of Incorporation will not be effective unless and until shareholders approve such amendments. Upon shareholder approval, the amended Articles of Incorporation and Bylaws will be filed with the Securities and Exchange Commission.

ABOUT ELANCO

Elanco Animal Health Incorporated (NYSE: ELAN) is a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders, and society as a whole. With nearly 70 years of animal health heritage, we are committed to helping our customers improve the health of animals in their care, while also making a meaningful impact on our local and global communities. At Elanco, we are driven by our vision of Food and Companionship Enriching Life and our Elanco Healthy Purpose™ Sustainability Pledges –all to advance the health of animals, people, and the planet. Learn more at elanco.com.

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XML

Cover	Oct. 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 04, 2023
Entity File Number	001-38661
Entity Registrant Name	Elanco Animal Health Incorporated
Entity Central Index Key	0001739104
Entity Tax Identification Number	82-5497352
Entity Incorporation, State or Country Code	IN
Entity Address, Address Line One	2500 Innovation Way
Entity Address, City or Town	Greenfield
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46140
City Area Code	877
Local Phone Number	352-6261
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	ELAN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false