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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 16, 2025

 

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: (877) 352-6261

 

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

 

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 Animal Health Incorporated (the “Company”) held its annual meeting of shareholders on May 16, 2025. Voting results for each matter submitted to a vote at the 2025 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 one-year term ending at the 2026 annual meeting of shareholders and until their respective successors are elected and qualified, by the votes set forth in the table below.

 

Nominee  For   Against   Abstain   Broker Non-Votes 
Kapila K. Anand  300,900,004   156,032,826   208,081   16,176,812 
Paul Herendeen  432,060,248   24,992,504   88,159   16,176,812 

 

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2025, by the votes set forth in the table below.

 

For   Against   Abstain 
 470,067,158    3,077,086    173,479 

 

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

 

For   Against   Abstain   Broker Non-Votes 
 244,532,049    212,491,837    117,025    16,176,812 

 

Proposal 4. The shareholders approved, by non-binding vote, every one year as the frequency with which shareholders vote on executive compensation, by the votes set forth in the table below.

 

1 Year   2 Years   3 Years   Abstain   Broker Non-Votes 
 434,846,332    342,872    21,735,091    216,616    16,176,812 

 

Based on the results and consistent with the Board of Directors' recommendation, the Company has determined that it will conduct an advisory vote on executive compensation annually until the next required frequency vote, which will occur no later than the Company’s 2031 annual meeting of shareholders.

 

 

 

  

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 20, 2025 By: /s/ Shiv O’Neill
    Name:  Shiv O’Neill
    Title:  Executive Vice President, General Counsel and Corporate Secretary