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): September 7, 2022

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

As discussed in the press release issued on September 8, 2022 by Elanco Animal Health Incorporated (the “Company”) and referred to in Item 8.01 below, Scott D. Ferguson, a member of the Board of Directors (the “Board”) of the Company and founder and managing partner of Sachem Head Capital Management (“Sachem Head”), an investor in the Company, has stepped down from the Board, effective September 7, 2022, in connection with Mr. Ferguson and Sachem Head refocusing his time across other Sachem Head Board commitments. Mr. Ferguson’s resignation from the Board is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 8.01

Other Events.

The Company has issued a press release regarding Mr. Scott Ferguson’s departure from the Board and related items. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by Elanco Animal Health Incorporated, dated September 8, 2022.
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 hereunto duly authorized.

	Elanco Animal Health Incorporated

Date: September 8, 2022	By:	/s/ Todd Young
		Name: Todd Young
		Title: Executive Vice President and Chief Financial Officer

Elanco Animal Health Incorporated filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits