Eli Lilly and Company
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 12/20/2019   Download
SEC Document
SEC Filing
(a) Amendment to the Bylaws to Update Emergency Succession Authority

On December 16, 2019, the Board of Directors of Eli Lilly and Company (the “Company”) approved amendments to the Company’s bylaws (the “Bylaws”) regarding the temporary authority to assume the duties and exercise the powers of the Chief Executive Officer in the event of the sudden death or incapacity of the incumbent. Such temporary authority is granted only until the Board of Directors appoints a successor or determines that the incumbent is able to resume the office.

The amendments are set forth below and attached. Deletions are indicated by strikeouts and new language is indicated by underlining. A black-line version of the Bylaws is filed as an exhibit to this Form 8-K.

SECTION 3.6. Chairman of the Board of Directors. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors if present and shall have such powers and perform such duties as are assigned to him or her by the Bylaws and by the Board of Directors. At any time in which the Chairman of the Board is unable to discharge the powers and duties of the office, then until such time as the Board shall appoint a new Chairman or determines that the Chairman is able to resume office, temporary authority to perform such duties and exercise such powers shall be granted to the Chief Executive Officer, or if he or she is unable to perform such duties and exercise such powers, to the Board’s presiding or lead director (if one shall have been previously selected).

SECTION 3.7. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision over the management and direction of the business of the Corporation. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have such other powers and perform such other duties as are assigned to him or her by the Bylaws or the Board of Directors. At any time in which the Chief Executive Officer is unable to discharge the powers and duties of the office, then until such time as the Board shall appoint a new Chief Executive Officer or determines that the Chief Executive Officer is able to resume office, temporary authority to perform such duties and exercise such powers shall be granted in the following manner:

(a)    First, to the President; or if he or she is unable to discharge such powers and duties,

(b)
To the Chief Financial Officer executive officer in charge of the Corporation’s largest business unit, measured by total revenue on a consolidated basis for the most recently completed fiscal year; or if he or she is unable to discharge such powers and duties,

(c)
To the executive officer serving as chief scientific officer Chief Financial Officer; or if he or she is unable to discharge such powers and duties,

(d)
To the executive officer in charge of the Corporation’s largest business unit, measured by total revenue on a consolidated basis for the most recently completed fiscal year.

(b) Amendment to the Bylaws to Implement a Proxy Access

On December 16, 2019, the Board of Directors of the Company amended and restated the Company’s Bylaws to implement a “proxy access” bylaw, effective immediately. Section 1.10 of the Bylaws permits a shareholder or a group of up to twenty shareholders that has owned 3% or more of the outstanding capital stock of the Company continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director candidates constituting up to the greater of (i) two directors or (ii) 20% of the number of the Company’s directors then serving on the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. The Bylaws also contain related conforming changes.