Elanco Animal Health Incorporated
8-K on 01/14/2022   Download
SEC Document
SEC Filing
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): January 11, 2022


Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)


Indiana  001-38661  82-5497352

(State or other jurisdiction

of incorporation)

File Number)

(I.R.S. Employer

Identification No.)


2500 Innovation Way

Greenfield, Indiana

(Address of principal executive offices)



(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


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 8.01Other Events.


On January 11, 2022, the Board of Directors (the “Board”) of Elanco Animal Health Incorporated (the “Company”), on the recommendation of its Nominating and Corporate Governance Committee, determined to: (1) develop new “proxy access” provisions permitting eligible shareholders who qualify to nominate up to a specified number of their own director candidates using the Company’s proxy statement beginning with the 2023 annual meeting of shareholders, subject to customary conditions and requirements, including a 3-year holding period and 3 percent ownership requirements among other safeguards and (2) put forward for shareholder approval at the Company’s 2022 annual meeting of shareholders a Board-sponsored and recommended proposal to remove the supermajority two-thirds of outstanding shares voting requirements set forth in the Company’s governing documents and replace them with a majority standard.







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: January 14, 2022 By: /s/ Marcela Kirberger
    Name:  Marcela Kirberger
    Title:  Executive Vice President, General Counsel and Corporate Secretary