ELI LILLY AND CO. 2024-2025 Proxy Voting Records

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

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Ralph Alvarez”): 724,174,318 for, 36,267,076 against, per its Form 8-K filed May 8, 2025 (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 2025 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 2028, as follows:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 273 asset managers below reported 270,785,452 for, 854,165 against, 48,947 abstained, 925 not voted, 10,249 unknown.

Showing the 25 largest of 273 asset managers. See all 273 in the interactive database.

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

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Mary Lynne Hedley”): 754,599,984 for, 5,904,923 against, per its Form 8-K filed May 8, 2025 (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 2025 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 2028, as follows:”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 273 asset managers below reported 268,559,542 for, 3,080,078 against, 48,944 abstained, 925 not voted, 10,249 unknown.

Showing the 25 largest of 273 asset managers. See all 273 in the interactive database.

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

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Kimberly Johnson”): 756,799,570 for, 3,694,183 against, per its Form 8-K filed May 8, 2025 (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 2025 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 2028, as follows:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 273 asset managers below reported 270,829,206 for, 810,414 against, 48,945 abstained, 925 not voted, 10,249 unknown.

Showing the 25 largest of 273 asset managers. See all 273 in the interactive database.

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

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Juan Luciano”): 726,529,639 for, 33,547,286 against, per its Form 8-K filed May 8, 2025 (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 2025 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 2028, as follows:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 273 asset managers below reported 269,628,112 for, 2,011,473 against, 48,979 abstained, 925 not voted, 10,249 unknown.

Showing the 25 largest of 273 asset managers. See all 273 in the interactive database.

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.”): 655,797,749 for, 103,931,990 against — failed, per its Form 8-K filed May 8, 2025 (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 278 asset managers below reported 271,704,385 for, 13,688 against, 110 abstained, 925 not voted.

Showing the 25 largest of 278 asset managers. See all 278 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.”): 658,827,716 for, 100,815,677 against — failed, per its Form 8-K filed May 8, 2025 (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: 87% 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”).

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: “Repeal of Classified Board” (5 managers, 235,087 for).

The 269 asset managers below reported 271,092,874 for, 383 against, 115 abstained, 925 not voted.

Showing the 25 largest of 269 asset managers. See all 269 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:”): 731,376,577 for, 28,008,877 against — passed, per its Form 8-K filed May 8, 2025 (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: 96% 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” (28 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “COMPENSATION” (3 managers, 4,767 for); “SECTION 14A SAY-ON-PAY VOTES” (2 managers, 654 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 251 managers: 270,587,473 for, 749,562 against, 49,028 abstained, 925 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1,426 managers: 469,927,233 for, 18,323,500 against, 238,619 abstained, 59,032 not voted, 11,818 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 2025.

ELI LILLY AND CO.’s own tally for this item (“c) The appointment of Ernst & Young LLP as the Company's independent auditor for 2025 was ratified by the following shareholder vote:”): 805,143,438 for, 40,773,622 against — passed, per its Form 8-K filed May 8, 2025 (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 2025 was ratified by the following shareholder vote:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 279 asset managers below reported 270,863,756 for, 804,450 against, 48,936 abstained, 925 not voted, 1,040 unknown.

Showing the 25 largest of 279 asset managers. See all 279 in the interactive database.