8-K - ELAN - Equibles

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): May 21, 2020

Elanco

Animal Health Incorporated

(Exact name of registrant as specified in its charter)

Indiana	001-38661	82-5497352
(State<br> or other jurisdiction of<br> <br>incorporation)	(Commission<br><br><br> File Number)	(I.R.S.<br> Employer<br> <br>Identification<br> No.)
2500 Innovation Way<br><br> <br>Greenfield, Indiana<br> <br>(Address<br> of principal executive offices)	46140<br> <br>(Zip<br> 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<br> 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<br> 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<br> Animal Health Incorporated
Date: May 22, 2020	By:	/s/ Michael-Bryant<br> Hicks
		Name: Michael-Bryant Hicks
		Title: Executive Vice President, General<br> Counsel and Corporate Secretary