ELI LILLY & Co PRE 14A, filed Mar 6, 2026

ELI LILLY & Co (LLY)

PRE 14A 2026-03-06 For: 2026-03-06

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Added on October 15, 2026

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x						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-12


Dear Fellow Shareholders,
Thank you for your continued support of Eli Lilly and Company. 2025 was another year of significant progress for our company. We delivered innovative medicines to more patients, advanced promising research, and expanded our capacity to meet rising global demand. Through year-end 2025, we achieved strong total shareholder returns, driven by share price appreciation and dividends.
We made significant progress this year with several drug approvals for treating cancer and digestive diseases and submitted orforglipron, our oral GLP-1 therapy, for obesity to regulatory authorities in the U.S. and Japan and for obesity and type 2 diabetes in the EU. We also advanced promising treatments for weight management, heart disease prevention, and various types of cancer through clinical testing. We worked to expand access to obesity medicines through a landmark agreement with the U.S. government to broaden availability through government programs. This initiative is designed to significantly reduce out-of-pocket costs for millions of Americans and reflects our commitment to affordability and patient access. To support future growth and patient needs, we announced record manufacturing investments, with new facilities and global expansions expected to strengthen our supply chain and enable delivery of medicines at scale. We pursued breakthrough discoveries on three fronts. Significant investments were made in expanding our research laboratories and capabilities, including building out advanced drug development platforms that could unlock new approaches to targeting disease. Partnerships were forged to deploy AI to help decode biology, with the potential to accelerate the discovery of new treatments with unprecedented speed and precision. We also expanded our network of collaborators, partners, and strategic biotech acquisitions, allowing us to harness collective expertise and assets. Together, these investments position us to strive toward delivering breakthrough therapies to patients faster than ever before. Our global health and sustainability initiatives remain central to our
purpose. We continue to progress our 30x30 goal of improving quality health care access for 30 million people living in resource-limited settings annually by 2030. We remain committed to advancing healthcare access and ensuring our innovative medicines are available to more people living in resource-limited settings. We also advanced toward our 2030 climate goals, including generating or purchasing approximately 80% of our electricity in 2025 from renewable sources (including onsite-generation, purchased energy, and renewable energy certificates). Your input continues to shape our governance priorities. Based on investor feedback, we again are proposing to eliminate the classified board structure and supermajority voting requirements from our articles of incorporation. As we approach Lilly’s 150th anniversary in May, we remain committed to building on our legacy of innovation to improve human health for generations to come. With your support, we will continue to invest in pioneering research and deliver medicines that make a meaningful difference for more people worldwide. We look forward to welcoming you to the annual meeting.
Sincerely,


Notice of 2026 Annual Meeting of Shareholders		1
Proxy Statement Summary		2
Governance		8
	Director Qualifications	8
	Item 1 - Election of Directors	10
	Director Nominations	24
	Director Compensation	26
	Leadership Structure	29
	Board Structure	31
	Governance Practices	34
	Board Alignment	39
	Communication with the Board of Directors	41
	Shareholder Engagement on Governance Issues	41
Ownership of Company Stock		42
Compensation		44
	Item 2 - Approval, on an Advisory Basis, of the Compensation Paid to the Company’s Named Executive Officers	44
	Talent and Compensation Committee Matters	44
	Compensation Discussion and Analysis	46
	Executive Compensation Tables	59
	CEO Pay Ratio	67
	Pay versus Performance	67
Audit Matters		71
	Item 3 - Ratification of the Appointment of the Independent Auditor	71
Management Proposals		74
	Item 4 - Proposal to Amend the Company’s Articles of Incorporation to Eliminate the Classified Board Structure	74
	Item 5 - Proposal to Amend the Company’s Articles of Incorporation to Eliminate Supermajority Voting Provisions	75
Shareholder Proposals		77
	Item 6 and Item 7	77
Other Information		82
	Meeting and Voting Logistics	82
	Other Matters	86
Appendix A - Summary of Adjustments Related to the Annual Cash Bonus		A-1
Appendix B - Proposed Amendments to the Company’s Articles of Incorporation		B-1



	Frequently Referenced Topics


Director Biographies		10
Director Skills Matrix		23
Director Compensation		26
Board Leadership Structure		29
Board and Committee Oversight of:
Sustainability		37
Cybersecurity		37
Artificial Intelligence		37
Political Activities		37
Human Capital Management		38
Transactions with Related Persons		39
Share Ownership and Retention Guidelines		58
Compensation Recovery Policy (Clawback)		58


Items of Business		Board Vote Recommendation	See Page
Item 1	Election of each of the four director nominees to serve three-year terms	FOR each nominee	10
Item 2	Approval, on an advisory basis, of the compensation paid to the company’s named executive officers	FOR	44
Item 3	Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2026	FOR	71
Item 4	Approval of amendments to the company’s articles of incorporation to eliminate the classified board structure	FOR	74
Item 5	Approval of amendments to the company’s articles of incorporation to eliminate supermajority voting provisions	FOR	75
Item 6	Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair	Against	77
Item 7	Shareholder proposal to prepare an annual lobbying report	Against	80


ELI LILLY AND COMPANY
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



WHEN 9:30 a.m. EDT Monday, May 4, 2026	WHERE Virtually at www.virtualshareholder meeting.com/LLY2026	RECORD DATE February 25, 2026



ONLINE	BY TELEPHONE	BY MAIL	AT THE MEETING*
Visit the website listed on your notice, proxy card, or voting instruction form	Call 1-800-690-6903 and follow the instructions provided	Sign, date, and return your paper proxy card or voting instruction form	virtualshareholdermeeting.com/LLY2026 on Monday, May 4, 2026, at 9:30 a.m. EDT
*Shareholders who hold their shares in the 401(k) Plan must vote by April 29, 2026.


AVAILABILITY OF PROXY MATERIALS FOR THE MAY 4, 2026 SHAREHOLDER MEETING: The proxy statement is dated March 20, 2026, and a notice of internet availability of proxy materials was mailed on or about that date to our shareholders of record as of February 25, 2026. The annual report to shareholders and proxy statement are available at ProxyVote.com as well as on our website at lilly.com/about/annual-reports.


	Operating Performance
$65.2 billion in revenue		$22.95 earnings per share (EPS) on a reported basis	$24.21 EPS on a non-GAAP basis
Reported results were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and include all revenue and expenses recognized during the periods. A reconciliation of EPS on a reported basis to EPS on a non-GAAP basis is included in Appendix A.


Name	Age	Director Since	Other Public Boards	Principal Occupation	Committee Membership
Carolyn Bertozzi Independent Director	59	2025	1	Professor of Chemistry, Stanford University; Investigator, Howard Hughes Medical Institute	üEthics and Compliance ü Science and Technology
William Kaelin, Jr. Independent Director	68	2012	1	Sidney Farber Professor of Medicine, Harvard Medical School; Professor, Dana-Farber Cancer Institute; Investigator, Howard Hughes Medical Institute	ü Directors and Corporate Governance ü Science and Technology (Chair)
Jon Moeller Independent Director	61	2024	1	Executive Chairman, Former Chairman, President and Chief Executive Officer, The Procter & Gamble Company	ü Audit ü Directors and Corporate Governance
David Ricks President, CEO and Chair	58	2017	1	Chair, President and Chief Executive Officer, Eli Lilly and Company


•Bonus Plan Result: In 2025, the company exceeded its annual bonus target objectives for product revenue, EPS, and pipeline advancements. For bonus purposes, the Talent and Compensation Committee adjusted non-GAAP EPS to exclude the impact of business development transactions and acquired in-process research and development (IPR&D) charges, both of which were not included in original 2025 bonus targets. Foreign exchange impact was also neutralized.			218% Bonus Plan Payout
•2023 Shareholder Value Award (SVA) Result: Our stock price growth exceeded our SVA program’s target range at the end of the three-year performance period. This performance resulted in an SVA payout above target.			200% SVA Payout
•2023 Relative Value Award (RVA) Result: Lilly’s TSR performance exceeded the peer median TSR over the three-year performance period. This performance resulted in an RVA payout above target.			200% RVA Payout


			Our directors are elected by our shareholders to oversee Lilly’s business operations, strategy, and management. The Directors and Corporate Governance Committee, led by our lead independent director, regularly assesses the board to ensure that directors have the skills, experience and diverse perspectives needed to oversee our complex and evolving business. Our board assessment process, corporate governance guidelines, and refreshment efforts have resulted in a board that balances institutional knowledge with fresh viewpoints and reflects diverse backgrounds. This structure creates an effective board capable of providing strategic guidance and rigorous oversight to drive long-term shareholder value.


The board considered that certain non-employee directors are affiliated with entities that transact with the company in the ordinary course of business. Drs. Baicker, Bertozzi, Kaelin, and Hedley are employed at medical or academic institutions with which the company engages in clinical research, provides grants, or conducts
			commercial transactions. Mr. Luciano is employed by Archer-Daniels-Midland Company, with which the company engaged in routine business transactions. The board determined that these transactions did not impair the independence of any directors.


9 Years Average Director Tenure						Tenure: Our director composition reflects a mix of board tenure, which provides an effective balance of historical perspective and an understanding of the evolution of our business with fresh perspectives and insights.


Nominees

Carolyn Bertozzi Independent Director	William Kaelin, Jr. Independent Director	Jon Moeller Independent Director	David Ricks President, CEO and Chair


67% Percentage of board service annual retainer linked to the long-term performance of Lilly stock			5x required multiple of the annual board retainer in share ownership for non-employee directors			CAPPED total annual compensation for non-employee directors


Compensation Element	Payment or Value
Board Service1
Annual board retainer	$110,000
Annual stock grant2	$220,000 in deferred stock units
Lead independent director	$40,000
Committee Service3
Annual Committee Retainer	Chair	Member
Audit Committee	$29,000	$6,000
Science and Technology Committee	$23,000	$6,000
Talent and Compensation Committee	$22,000	$3,000
Ethics and Compliance Committee	$22,000	$3,000
Directors and Corporate Governance Committee	$22,000	$3,000
Total Compensation Value Cap of $800,0004


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)1	All Other Compensation and Payments ($)2	Total ($)3
Mr. Alvarez	141,000	220,000	—	361,000
Dr. Baicker	141,000	220,000	—	361,000
Dr. Bertozzi	7,677	—	—	7,677
Mr. Fyrwald	119,000	220,000	4,803	343,803
Dr. Hedley	119,000	220,000	—	339,000
Mr. Jackson	148,000	220,000	—	368,000
Ms. Johnson	116,000	220,000	—	336,000
Dr. Kaelin	142,000	220,000	30,000	392,000
Mr. Luciano	178,000	220,000	—	398,000
Mr. Moeller	119,000	238,333	—	357,333
Ms. Sulzberger	119,000	220,000	26,500	365,500


We believe that high board effectiveness promotes the long-term interests of our shareholders, strengthens the accountability of the board of directors and management, and improves our standing as a trusted member of the communities we serve. There are many factors involved in our board’s effectiveness, including a combined chair and CEO leadership structure with a strong lead independent director that provides robust independent oversight, comprehensive annual assessments driving continuous improvement, and a committee structure composed of only independent directors, which provide focused oversight across critical areas.


Members: •Mr. Alvarez* •Mr. Jackson* (Chair) •Mr. Moeller* •Ms. Sulzberger* * Financial Experts Meetings in 2025: 7			Key responsibilities and areas of risk oversight: •oversees integrity of financial information provided to our shareholders and others •oversees management’s systems of internal controls and disclosure controls •oversees performance of internal and independent audit functions •establishes qualifications and determines independence of the company’s independent auditor •has sole authority to appoint or replace the independent auditor •oversees compliance with legal and regulatory requirements •oversees processes and procedures related to identifying and mitigating enterprise-level risks •oversees the company’s programs, policies, procedures, and risk management activities related to information security, cybersecurity and data protection •together with the Ethics and Compliance Committee, oversees the company’s compliance with the company’s code of ethics


Members: •Mr. Jackson •Dr. Kaelin •Mr. Luciano (Chair) •Mr. Moeller •Ms. Sulzberger Meetings in 2025: 3			Key responsibilities and areas of risk oversight: •reviews and recommends to the board the size and composition of the board and its committees •leads the process for director recruitment, together with the lead independent director •reviews recommendations for nominees for the board of directors •oversees matters of corporate governance, including board performance, non-employee director independence and compensation, corporate governance guidelines, and shareholder engagement on governance matters •identifies and brings to the attention of the board, as appropriate, current and emerging environmental, social, political, and governance trends and public policy issues that may affect the business operations, performance, or reputation of the company •annually assesses the performance of the board, board committees and board processes, and reviews such findings with the board


Members: •Mr. Alvarez (Chair) •Mr. Fyrwald •Ms. Johnson •Mr. Luciano Meetings in 2025: 8			Key responsibilities and areas of risk oversight: •establishes the compensation of the CEO (in consultation with independent directors and external compensation consultant) and other executive officers •oversees global compensation philosophy, human capital management, and inclusion efforts •has authority to appoint or replace the compensation consultant •acts as the oversight committee for the company’s deferred compensation plans, management stock plans, and other management incentive and benefit programs •reviews succession plans for the CEO and other key senior leadership positions, including a broad review of our succession management •advises management and the board regarding other employee compensation and benefits matters •reviews, monitors, and oversees stock ownership guidelines for executive officers •oversees the company’s executive compensation recovery policy •oversees the company’s engagement with shareholders regarding executive compensation matters, including reviewing and evaluating the results of advisory votes on executive compensation


Members: •Dr. Baicker •Dr. Bertozzi •Mr. Fyrwald •Dr. Hedley •Dr. Kaelin (Chair) Meetings in 2025: 7			Key responsibilities and areas of risk oversight: •reviews and advises the board regarding the company’s long-term strategic goals and objectives and the quality and direction of the company’s research and development programs •reviews and advises the board and management on the company’s major technology positions and strategies relative to emerging technologies, emerging concepts of therapy and health care, and changing market requirements •monitors and evaluates developments, technologies, and trends in pharmaceutical research and development (including those related to AI) •advises the board and management on scientific aspects of major acquisitions and business development transactions •regularly reviews the company’s product pipeline •assists the board with its oversight responsibility for enterprise risk management in areas affecting the company’s research and development


Members: •Dr. Baicker (Chair) •Dr. Bertozzi •Dr. Hedley •Ms. Johnson Meetings in 2025: 4			Key responsibilities and areas of risk oversight: •reviews, identifies and, when appropriate, brings to the attention of the board legal and regulatory trends and issues, and compliance and quality matters that may have an impact on the business operations, financial performance, or reputation of the company •reviews, monitors, and makes recommendations to the board on corporate policies and practices related to compliance, including those related to employee health and safety •together with the Audit Committee, assists the board in its oversight of legal and regulatory compliance and oversees the company’s compliance with its code of ethics


We are committed to ensuring pay is administered equitably across our workforce. For more than 20 years, we have regularly conducted pay equity studies of our workforce in the United States and have more recently started conducting studies of our workforce outside of the United States. Where appropriate, we have made pay adjustments as warranted and expect to continue to do so moving forward.						20+
						Years
						of pay equity studies in the U.S.


	Common Stock1
Beneficial Owners	Shares Owned2	Stock Units Distributable Within 60 Days3	Percent of Class	Stock Units Not Distributable Within 60 Days4
Ralph Alvarez	758	—	*	55,492
Katherine Baicker, Ph.D.	—	—	*	23,536
Carolyn Bertozzi, Ph.D.	2,000	—	*	—
J. Erik Fyrwald	1,683	—	*	73,437
Anat Hakim	55,562	—	*	—
Mary Lynne Hedley	346	—	*	2,005
Jamere Jackson	200	—	*	9,449
Kimberly Johnson	—	—	*	3,269
William Kaelin, Jr., M.D.	—	—	*	21,867
Juan Luciano	—	—	*	16,772
Jonathan Moeller	71	—	*	233
Lucas Montarce	16,258	—	*	1,981
David Ricks5	815,535	—	*	—
Daniel Skovronsky, M.D., Ph.D.	235,688	—	*	—
Gabrielle Sulzberger	117	—	*	2,849
Jake Van Naarden	36,270	—	*	—
All directors and current executive officers as a group (25 people):	1,362,076	—	*	227,279


Name and Address		Number of Shares Beneficially Owned	Percent of Class*
Lilly Endowment Inc. (the Endowment) 2801 North Meridian Street Indianapolis, IN 46208	1	92,190,516	9.8%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	2	80,952,595	8.6%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	3	64,376,027	6.8%
The PNC Financial Services Group, Inc. 300 Fifth Avenue Pittsburgh, PA 15222	4	51,153,837	5.4%


						Dave Ricks Chair, President, and Chief Executive Officer (2017 - Present) In 2025, under Mr. Ricks’ leadership, Lilly generated positive clinical data in more than 25 Phase 3 trials, and reached over 71 million people around the world with our medicines. Highlights include: •Increased company revenue by 45% to $65 billion •Increased non-GAAP earnings per share by 86% to $24.21 per share. •Obtained FDA approvals for Omvoh for Crohn's disease, Inluriyo for ER+ breast cancer, Amyvid for Alzheimer’s disease diagnosis, and Kisunla for early symptomatic Alzheimer’s disease •Secured European Commission marketing authorizations for Jaypirca and Kisunla for the treatment of early symptomatic Alzheimer's disease
•Oversaw major manufacturing investments including facilities in Texas ($6.5B), Alabama ($6B), Virginia ($5B), the Netherlands ($3B), Puerto Rico ($1.2B), and India ($1B) •Acquired Verve Therapeutics, Scorpion Therapeutics, SiteOne Therapeutics, and Adverum Biotechnologies •Expanded LillyDirect™, Lilly’s direct-to-patient platform, to reach over 1 million patients •Drove initiatives including NVIDIA AI supercomputer partnership, and U.S. government obesity medicine access agreement


			Lucas Montarce Executive Vice President and Chief Financial Officer (2024 - Present) Mr. Montarce’s key 2025 highlights include: •Facilitated the company exceeding its revenue and non-GAAP earnings per share targets •Drove the company’s strategic planning process, focusing on current execution while also making necessary investments and provisions for the next decade •Engaged in all business development, balancing near-term risks with long-term outcomes •Continued to build credibility and trust with the investment community
			Dan Skovronsky, M.D., Ph.D. Executive Vice President, Chief Scientific and Product Officer and President, Lilly Research Labs (2018 - Present) Dr. Skovronsky’s key 2025 highlights include: •Directed the performance of Lilly’s R&D organization, which continues to perform above industry peers for clinical development speed, success rate, and the quality of the pipeline as valued by the external market. Lilly’s clinical development is among the fastest in the industry •Advanced obesity and diabetes pipeline with positive SURMOUNT-5 results (Zepbound: 20.2% weight loss vs. Wegovy's 13.7%), advancement of eloralintide to Phase 3, and eight positive Phase 3 trials for orforglipron for obesity leading to FDA submission •Oversaw positive SURPASS-CVOT results where Mounjaro demonstrated 8% lower MACE-3 events vs. Trulicity with greater reductions in A1C and weight outcomes •Presented long-term extension study data on Ebglyss, showing similar levels of skin clearance when administered as a single 250mg injection once every eight weeks •Opened Gateway Lab in Philadelphia and launched TuneLab for AI-enabled drug discovery
			Anat Hakim Executive Vice President, General Counsel and Secretary (2020 - Present) Ms. Hakim’s key 2025 highlights include: •Transformed Lilly’s enterprise risk strategy and structure, leading to a more focused and streamlined approach to risk and issue management •Navigated an evolving and complex litigation and enforcement environment, providing strategic counsel on legal matters critical to company interests and obtaining numerous favorable litigation outcomes •Engaged policymakers and industry partners to promote balanced reforms that strengthen U.S. markets and protect innovation •Led an initiative to combat counterfeiting and compounding across the globe •Provided strategic leadership on key business development initiatives and complex corporate transactions aimed at advancing long-term growth objectives


			Jake Van Naarden Executive Vice President and President, Lilly Oncology and Head of Corporate Business Development (2021 - Present) Mr. Van Naarden’s key 2025 highlights include: •Gained FDA approvals for Jaypirca (EU for CLL) and Inluriyo for ER+ breast cancer. Secured FDA Breakthrough Therapy designation for olomorasib in KRAS G12C-mutant lung cancers •Achieved EU approval for Jaypirca for adults with relapsed or refractory chronic lymphocytic leukemia (CLL) previously treated with a BTK inhibitor •Delivered positive survival data from monarchE trial showing Verzenio reduced death risk by 15.8% in HR+/HER2- early breast cancer •Expanded leadership scope to include corporate business development function


At our 2025 annual meeting, over 96 percent of votes cast were in favor of the company’s say-on-pay proposal. Management and the Committee view this result as broadly supportive of our compensation approach.			96% Support for Say-on-Pay


Lilly 2025 Goals			Weighting
Product revenue			33.3%
EPS performance			33.3%
Pipeline progression			33.3%
Bonus multiple			100%


Name	2024 Annual Base Salary	2025 Annual Base Salary	Increase
Mr. Ricks	$1,700,000	$1,700,000	0.0	%
Mr. Montarce	$1,000,000	$1,000,000	0.0	%
Dr. Skovronsky	$1,450,000	$1,500,000	3.4	%
Ms. Hakim	$1,000,000	$1,000,000	0.0	%
Mr. Van Naarden	$900,000	$925,000	2.8	%