Current Report Filing (8-k)
22 Maggio 2020 - 10:32PM
Edgar (US Regulatory)
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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: (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
|
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.
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
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By:
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/s/ Michael-Bryant
Hicks
|
|
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Name: Michael-Bryant Hicks
|
|
|
Title: Executive Vice President, General
Counsel and Corporate Secretary
|
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