Elanco Animal Health Incorporated filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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.
As previously disclosed, the Board of Directors (the “Board”) of Elanco Animal Health Incorporated (“Elanco” or the “Company”) appointed Kathy Turner to the Board as a member of the class with a term expiring in 2026, with the understanding that Ms. Turner would ultimately be a member of, and be appointed to, the class of directors with a term expiring in 2025 with the classes being rebalanced by the Board re-allocating an existing member of the 2025 class to the 2026 class. To effect this re-allocation and rebalancing, Ms. Turner agreed to resign from her position as a member of the 2026 class and Lawrence Kurzius agreed to resign from his position as a member of the 2025 class, and the Board reappointed Ms. Turner to the Board as a member of the 2025 class and Mr. Kurzius to the Board as a member of the 2026 class, in all cases effective immediately upon completion of the Company’s annual meeting of shareholders on May 30, 2024 (the “2024 Annual Meeting”) and with Ms. Turner’s and Mr. Kurzius’ service on the Board deemed to have continued uninterrupted.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2024 Annual Meeting, Elanco’s shareholders approved, among other things, certain amendments to Elanco’s Articles of Incorporation (the “Articles”) to declassify the Board, adopt a majority vote standard for uncontested elections of directors, provide shareholders with the right to amend the Company’s Bylaws and provide shareholders with the right under certain circumstances to request special meetings of shareholders.
The Articles, as amended and restated to incorporate the amendments referred to above, are attached hereto as Exhibit 3.1.
Previously, the Board approved amendments to the Company’s Bylaws including to make corresponding changes to conform to the amendments to the Articles described above, effective upon shareholder approval of the amendments to the Articles described above. Other amendments to the Bylaws include updating and expanding the procedural and informational requirements for director nominations submitted by shareholders under the “advance notice” provisions; updates in response to the Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and requiring that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white; and other ministerial and clarifying changes.
The Bylaws, as amended and restated, and effective as of May 30, 2024, are attached hereto as Exhibit 3.2.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below.
Proposal 1. Election of Directors. All of the nominees for director nominated by the Board were elected to serve for a three-year term ending at the 2027 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 | ||||||||||||
| William Doyle | 373,318,271 | 67,425,671 | 428,146 | 15,291,110 | ||||||||||||
| Art Garcia | 337,173,908 | 103,570,406 | 427,774 | 15,291,110 | ||||||||||||
| Denise Scots-Knight | 339,982,765 | 100,759,700 | 429,623 | 15,291,110 | ||||||||||||
| Jeffrey Simmons | 343,139,650 | 97,563,208 | 469,230 | 15,291,110 | ||||||||||||
Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2024, by the votes set forth in the table below.
| For | Against | Abstain | ||||||||
| 454,375,829 | 1,564,686 | 522,683 | ||||||||
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 | |||||||||||
| 409,526,328 | 31,095,963 | 549,797 | 15,291,110 | |||||||||||
Proposal 4. The shareholders approved management’s proposal to amend the Articles to declassify the Board, by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 439,226,427 | 1,488,109 | 457,552 | 15,291,110 | |||||||||||
Proposal 5. The shareholders approved management’s proposal to amend the Articles to adopt a majority vote standard for uncontested elections of directors, by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 439,239,035 | 1,491,386 | 441,667 | 15,291,110 | |||||||||||
Proposal 6. The shareholders approved management’s proposal to amend the Articles to provide shareholders with the right to amend the Company’s Bylaws, by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 439,290,885 | 1,429,401 | 451,802 | 15,291,110 | |||||||||||
Proposal 7. The shareholders approved management’s proposal to amend the Articles to provide shareholders with the right to request special meetings of shareholders, by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 439,216,788 | 1,506,358 | 448,942 | 15,291,110 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Elanco Animal Health Incorporated Amended and Restated Articles of Incorporation, effective May 30, 2024. | |
| 3.2 | Elanco Animal Health Incorporated Amended and Restated Bylaws, effective May 30, 2024. | |
| 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: June 4, 2024 | By: | /s/ Todd Young |
| Name: Todd Young | ||
| Title: Executive Vice President and Chief Financial Officer | ||