Form 8-K - Current report

 

 

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): November 11, 2024

 

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: [phone]

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 11, 2024, the Board of Directors (the “Board”) of Elanco Animal Health Incorporated (the “Company”) appointed Stacey Ma, PhD, to the Board, effective immediately, joining the Class III with a term expiring in 2027. In connection with the appointment of Dr. Ma, the size of the Board was increased from 14 to 15 members. The Board also appointed Dr. Ma to serve on the Innovation, Science and Technology Committee of the Board.

  

There were no arrangements or understandings pursuant to which Dr. Ma was appointed to the Board, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Dr. Ma that would be reportable under Item 404(a) of Regulation S-K.

 

Dr. Ma will participate in the same compensation program as each of the Company’s other non-employee directors, as described under “Non-Employee Director Compensation” in the Company’s proxy statement for its 2024 annual meeting of shareholders filed with the Securities and Exchange Commission on April 19, 2024.

 

Item 7.01

Regulation FD Disclosure.

 

On November 12, 2024, the Company issued a press release announcing the appointment of Dr. Ma to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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, except as otherwise expressly stated in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by Elanco Animal Health Incorporated, dated as of November 12, 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: November 12, 2024	By:	/s/ Shiv O’Neill
		Name: Shiv O’Neill
		Title: Executive Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

Exhibit 99.1

 

	Elanco Animal Health
	2500 Innovation Way
	Greenfield, IN 46140

 

FOR IMMEDIATE RELEASE

Investor Contact: Kathryn Grissom, +1.317.273.9284, [e-mail]

Media Contact: Colleen Parr Dekker, +1.317.989.7011, [e-mail]

 

 

Elanco Strengthens Board of Directors with Addition of Stacey Ma

 

Ma brings deep manufacturing and innovation expertise

 

GREENFIELD, Ind. (November 12, 2024) Elanco Animal Health Incorporated (NYSE: ELAN) today announced the appointment of Dr. Stacey Ma to its Board of Directors, effective immediately. Dr. Ma brings extensive global leadership experience in biopharmaceutical development and manufacturing, further strengthening Elanco's expertise in these critical areas.

 

"We are delighted to add Stacey to the Elanco Board," said Lawrence Kurzius, Chairman of the Elanco Board of Directors. "Her deep understanding of product development, Chemistry, Manufacturing and Controls (CMC) strategy, and technical operations, combined with her proven leadership in driving innovation will be a welcome addition in the board room."

 

Dr. Ma currently serves as Executive Vice President, Pharmaceutical Development and Manufacturing at Gilead Sciences, Inc., where she is responsible for product and portfolio strategy, technical development, supply chain, quality, CMC regulatory, and manufacturing operations for Gilead's small- and large-molecule pipeline. Prior to Gilead, she held leadership positions at Sana Biotechnology, Inc. and Genentech/Roche, including Global Head of Pharma Technical Innovation, Manufacturing, Science and Technology.

 

"I am honored to join the Elanco Board of Directors," said Dr. Ma. "I am passionate about innovation and technical excellence in life sciences and look forward to contributing to Elanco's mission of improving the health and wellbeing of animals."

 

Dr. Ma's impressive career also includes significant contributions to the broader scientific community. She has co-chaired multiple international scientific conferences, served as an Associate Director of the Board of CASSS, and is a Fellow of the American Institute for Medical and Biological Engineering (AIMBE). She was recognized as one of the "Top 20 Women Leaders in Biopharma R&D" by Endpoints News in 2020.

 

“Stacey’s guidance will be highly valuable as Elanco’s Innovation, Portfolio and Productivity (IPP) strategy comes to life with our significant blockbuster potential products transitioning from research and regulatory to manufacturing scale up,” said Jeff Simmons, CEO at Elanco Animal Health. “Her drug development and CMC experience will also be beneficial as part of our Innovation, Science and Technology Committee as we develop our growing next generation pipeline to deliver a consistent flow of high-impact innovation.”

 

Dr. Ma holds masters and doctorate degrees in chemical engineering from Yale University and a bachelor’s in chemical engineering from the University of Minnesota.

 

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 pillars – all to advance the health of animals, people, the planet and our enterprise. Learn more at www.elanco.com.

 

 

 

 

 

Cover	Nov. 11, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2024
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
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	ELAN
Security Exchange Name	NYSE

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