ELI LILLY AND CO. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of the following directors, each to serve a three-year term: Gabrielle Sulzberger

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Gabrielle Sulzberger”): 758,868,317 for, 14,553,438 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below. a) The four nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2027, as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 239 managers: 289,189,925 for, 79,801 against, 92,197 abstained, 150 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 14 managers: 9,538,412 for.

Description as filed by funds: Election of the following directors, each to serve a three-year term: J. Erik Fyrwald

ELI LILLY AND CO.’s own tally for this item (“Elect Director: J. Erik Fyrwald”): 707,022,149 for, 66,489,475 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below. a) The four nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2027, as follows:”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 239 managers: 267,514,755 for, 21,754,976 against, 92,192 abstained, 150 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 14 managers: 9,537,172 for, 1,240 unknown.

Description as filed by funds: Election of the following directors, each to serve a three-year term: Jamere Jackson

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Jamere Jackson”): 756,573,062 for, 16,842,872 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below. a) The four nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2027, as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 239 managers: 289,192,663 for, 77,062 against, 92,198 abstained, 150 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 14 managers: 9,538,334 for, 78 against.

Description as filed by funds: Election of the following directors, each to serve a three-year term: Katherine Baicker, Ph.D.

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Katherine Baicker, Ph.D.”): 768,750,015 for, 4,790,679 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Voting results for each matter submitted to a vote at the 2024 Annual Meeting are provided below. a) The four nominees for director were elected to serve three-year terms ending at the Company's annual meeting of shareholders in 2027, as follows:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 239 managers: 289,268,315 for, 1,418 against, 92,190 abstained, 150 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 14 managers: 9,538,412 for.

Description as filed by funds: Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions.

ELI LILLY AND CO.’s own tally for this item (“e) The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares.”): 665,237,870 for, 108,058,286 against — failed, per its Form 8-K filed May 9, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “e) The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares.”
Not approved under the vote the filing states was required: “80% of outstanding”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“80% of outstanding”).

The 256 asset managers below reported 289,912,281 for, 720 against, 3,677 abstained, 150 not voted.

Showing the 25 largest of 256 asset managers. See all 256 in the interactive database.

Description as filed by funds: Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure.

ELI LILLY AND CO.’s own tally for this item (“d) The proposal to amend the Company's Articles of Incorporation (the "Articles") to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares.”): 666,456,836 for, 106,518,999 against — failed, per its Form 8-K filed May 9, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “d) The proposal to amend the Company's Articles of Incorporation (the "Articles") to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares.”
Not approved under the vote the filing states was required: “80% of outstanding”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“80% of outstanding”).

The 247 asset managers below reported 289,219,794 for, 557 against, 24,178 abstained, 150 not voted.

Showing the 25 largest of 247 asset managers. See all 247 in the interactive database.

Description as filed by funds: Approval, on an advisory basis , of the compensation paid to the company's named executive officers.

ELI LILLY AND CO.’s own tally for this item (“b) By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:”): 734,022,954 for, 38,576,757 against — passed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “b) By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of ELI LILLY AND CO.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Section 14a Executive Compensation” (26 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Compensation” (2 managers, 4,009 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 241 managers: 289,124,636 for, 165,366 against, 92,253 abstained, 150 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1,319 managers: 503,917,045 for, 26,257,191 against, 3,241 withheld, 108,019 abstained, 22,346 not voted, 86,560 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2024.

ELI LILLY AND CO.’s own tally for this item (“c) The appointment of Ernst & Young LLP as the Company's independent auditor for 2024 was ratified by the following shareholder vote:”): 819,656,263 for, 35,914,315 against — passed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “c) The appointment of Ernst & Young LLP as the Company's independent auditor for 2024 was ratified by the following shareholder vote:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 240 managers: 289,157,327 for, 118,841 against, 92,185 abstained, 150 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 17 managers: 61,434 for, 4,938,389 against, 1,240 unknown.

Description as filed by funds: Shareholder proposal to adopt a comprehensive human rights policy

ELI LILLY AND CO.’s own tally for this item (“i) By the following vote, a shareholder proposal for the Company to adopt a comprehensive human rights policy was not approved:”): 77,058,700 for, 691,658,094 against — failed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “i) By the following vote, a shareholder proposal for the Company to adopt a comprehensive human rights policy was not approved:”
Support: 10% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 258 asset managers below reported 2,843,585 for, 285,885,624 against, 872,744 abstained, 150 not voted, 718 unknown.

Showing the 25 largest of 258 asset managers. See all 258 in the interactive database.

Description as filed by funds: Shareholder proposal to report on effectiveness of the company's diversity, equity, and inclusion efforts.

ELI LILLY AND CO.’s own tally for this item (“g) By the following vote, a shareholder proposal requesting a report on the effectiveness of the Company's diversity, equity, and inclusion efforts was not approved:”): 183,128,839 for, 586,886,679 against — failed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “g) By the following vote, a shareholder proposal requesting a report on the effectiveness of the Company's diversity, equity, and inclusion efforts was not approved:”
Support: 24% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 255 asset managers below reported 41,226,132 for, 247,405,734 against, 872,622 abstained, 150 not voted, 718 unknown.

Showing the 25 largest of 255 asset managers. See all 255 in the interactive database.

Description as filed by funds: Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.

ELI LILLY AND CO.’s own tally for this item (“h) By the following vote, a shareholder proposal requesting to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for”): 68,370,561 for, 699,538,270 against — failed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “h) By the following vote, a shareholder proposal requesting to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents was not approved:”
Support: 9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 254 asset managers below reported 8,400,963 for, 280,752,152 against, 872,774 abstained, 150 not voted, 718 unknown.

Showing the 25 largest of 254 asset managers. See all 254 in the interactive database.

Description as filed by funds: Shareholder proposal to publish an annual report disclosing lobbying activities.

ELI LILLY AND CO.’s own tally for this item (“f) By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved:”): 194,184,250 for, 567,382,406 against — failed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “f) By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved:”
Support: 25% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of ELI LILLY AND CO.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Report on Lobbying Payments and Policy” (15 managers, 222,357 for, 24,692,414 against, 3,598 abstained).

The 245 asset managers below reported 21,751,874 for, 241,076,537 against, 1,756,816 abstained, 150 not voted, 1,958 unknown.

Showing the 25 largest of 245 asset managers. See all 245 in the interactive database.