Current Report Filing (8-k)

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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): May 21, 2020

 

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]

 

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 5.07. Submission of Matters to a Vote of Security Holders

 

Elanco held its annual meeting of shareholders on May 21, 2020. Voting results for each matter submitted to a vote at the 2020 annual meeting are provided below.

 

Proposal 1. Election of Directors. All of the nominees nominated by the Board for director were elected to serve for a three-year term ending at the 2023 annual meeting of shareholders or until their respective successors are elected and qualified, by the votes set forth in the table below.

 

NOMINEE		FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
Michael J. Harrington		219,565,020			140,151,632			713,760			10,018,663
Deborah T. Kochevar		212,461,959			147,252,543			715,910			10,018,663
Kirk P. McDonald		211,917,206			147,796,398			716,808			10,018,663

 

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s principal independent auditor for 2020, by the votes set forth in the table below.

 

FOR				AGAINST				ABSTAIN
	370,283,678				42,172				123,225

 

Proposal 3. The shareholders approved, by non-binding vote, the compensation of named executive officers, by the votes set forth in the table below.

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	342,233,849				17,868,982				327,581				10,018,663

 

As of the record date of the meeting, 398,799,023 shares of common stock were issued and outstanding.

 

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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:  May 22, 2020	By:	/s/  Michael-Bryant Hicks
		Name: Michael-Bryant Hicks
		Title: Executive Vice President, General Counsel and Corporate Secretary

 

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