UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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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. |
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 | ||