8-K
Elanco Animal Health Inc (ELAN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2023
Elanco
Animal Health Incorporated
(Exact name of registrant as specified in its charter)
| Indiana | 001-38661 | 82-5497352 |
|---|---|---|
| (State<br> or other jurisdiction <br><br>of incorporation) | (Commission<br> <br><br>File Number) | (IRS Employer<br> <br>Identification Number) |
| 2500 Innovation Way<br><br> <br>Greenfield, Indiana<br> <br>(Address of principal executive offices) | 46140<br> <br>(Zip<br> Code) | |
| --- | --- |
Registrant’s telephone number, including area code:
(877
)
352-6261
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<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>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 7.01 | Regulation FD Disclosure. |
|---|
A copy of the press release issued by Elanco Animal Health Incorporated (the “Company”) announcing certain corporate governance enhancements is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01, including the information contained in the accompanying Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for 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, whether made before or after the date hereof, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| 99.1 | Press Release issued by Elanco Animal Health Incorporated dated October 4, 2023 |
|---|---|
| 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: October 4, 2023 | By: | /s/ Todd Young |
| Name: | Todd Young | |
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit 99.1
| Elanco Animal Health<br><br><br><br>2500 Innovation Way<br><br><br><br>Greenfield, IN 46140 |
|---|
FOR IMMEDIATE RELEASE
Media Contact: Colleen Parr Dekker, +1.317.989.7011, colleen.dekker@elancoah.com
Investor Contact: Kathryn Grissom, +1.317.273.9284, kathryn.grissom@elancoah.com
Elanco Announces Corporate Governance Enhancements
GREENFIELD, Ind. (October 4,2023) – Elanco Animal Health Incorporated (NYSE: ELAN) announced today that the Board of Directors has commenced a process to amend the Company’s corporate governing documents as part of a comprehensive governance review following the Company’s 2023 Annual Meeting of Shareholders. The Board expects to seek shareholder approval at the 2024 Annual Meeting of Shareholders for amendments to the Company’s Articles of Incorporation that will:
| · | Commence a process to declassify the Board of Directors; |
|---|---|
| · | Allow shareholders to amend the Company’s Bylaws; and |
| --- | --- |
| · | Allow shareholders under certain circumstances to call special meetings of<br>shareholders. |
| --- | --- |
“We have engaged with our shareholders, particularly during the past three years, on corporate governance matters,” said R. David Hoover, Chairman of the Board and the Corporate Governance Committee. “We value our shareholders’ opinions and appreciate the feedback we have received that informed the Board’s actions.”
“Last year we eliminated the supermajority vote requirements to amend the Company’s Articles of Incorporation and Bylaws,” Hoover continued. “Given the solid foundation Elanco has built during the five years since our IPO, we believe now is the time to make these additional governance changes. At Elanco, we are committed to strong corporate governance and will continue to foster open communication with our shareholders.”
More information regarding the proposals requiring shareholder approval will be included in the Company’s proxy statement to be filed with the Securities and Exchange Commission prior to the 2024 Annual Meeting of Shareholders. The proposed amendments to the Articles of Incorporation will not be effective unless and until shareholders approve such amendments. Upon shareholder approval, the amended Articles of Incorporation and Bylaws will be filed with the Securities and Exchange Commission.
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 Pledges –all to advance the health of animals, people, and the planet. Learn more at elanco.com.