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ELI LILLY AND CO. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and ELI LILLY AND CO.’s Form 8-K, filed 2024-05-09 (Item 5.07 on EDGAR). Page generated 02 October 2026.

38Reported items
1,577Asset managers
21,475Fund votes
2024-05-06Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore ELI LILLY AND CO. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by ELI LILLY AND CO.

These tallies are ELI LILLY AND CO.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-09 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

ELI LILLY AND CO. — official shareholder meeting results, meeting held 2024-05-06
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Katherine Baicker, Ph.D.	768,750,015	4,790,679	874,425	--	82,256,109	Majority: yes
Elect Director: J. Erik Fyrwald	707,022,149	66,489,475	903,495	--	82,256,109	Majority: yes
Elect Director: Jamere Jackson	756,573,062	16,842,872	999,185	--	82,256,109	Majority: yes
Elect Director: Gabrielle Sulzberger	758,868,317	14,553,438	993,364	--	82,256,109	Majority: yes
b) By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:	734,022,954	38,576,757	1,815,408	--	82,256,109	Majority: yes
c) The appointment of Ernst & Young LLP as the Company's independent auditor for 2024 was ratified by the following shareholder vote:	819,656,263	35,914,315	1,100,650	--	--	Majority: yes
d) The proposal to amend the Company's Articles of Incorporation (the "Articles") to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares.	666,456,836	106,518,999	1,439,284	--	82,256,109	Majority: yes
e) The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares.	665,237,870	108,058,286	1,118,963	--	82,256,109	Majority: yes
f) By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved:	194,184,250	567,382,406	12,848,463	--	82,256,109	Majority: no
g) By the following vote, a shareholder proposal requesting a report on the effectiveness of the Company's diversity, equity, and inclusion efforts was not approved:	183,128,839	586,886,679	4,399,601	--	82,256,109	Majority: no
i) By the following vote, a shareholder proposal for the Company to adopt a comprehensive human rights policy was not approved:	77,058,700	691,658,094	5,698,325	--	82,256,109	Majority: no

Source: ELI LILLY AND CO., Form 8-K, filed with the SEC on 2024-05-09 — read the filing on EDGAR.

How asset managers voted at the ELI LILLY AND CO. 2023-2024 meeting

Each item below shows how the 1,577 asset managers that disclosed a ELI LILLY AND CO. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of ELI LILLY AND CO.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval, on an advisory basis , of the compensation paid to the company's named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 56 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 734,022,954AGAINST: 38,576,757

ELI LILLY AND CO.’s own tally for this item (“b) By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:”): 734,022,954 for, 38,576,757 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 77% for, 4% against (81% of the company cast a for/against vote).

The 1,511 asset managers below cast 96% of the shares they voted on this item FOR (691,585,380 for, 26,442,422 against).

FOR 96%

FOR: 691,585,380 (96.3%)AGAINST: 26,442,422 (3.7%)ABSTAIN: 203,513 (0.0%)UNKNOWN: 86,560 (0.0%)NOT VOTED: 22,187 (0.0%)NO VOTE: 309 (0.0%)

Largest asset managers voting on “Approval, on an advisory basis , of the compensation paid to the company's named executive officers.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	97,414,781	5,103	For
Fidelity	71,393,013	0	For
Capital Group	65,444,484	1,088	For
BlackRock	52,268,442	8,638	For
T. Rowe Price	33,674,817	90,997	For
State Street	28,756,104	0	For
JPMorgan	24,938,922	0	For
PRIMECAP MANAGEMENT CO/CA/	21,041,129	0	For
GEODE CAPITAL MANAGEMENT, LLC	16,339,016	0	For
STATE FARM MUTUAL AUTOMOBILE INSURANCE CO	16,292,165	0	For
Wellington	10,295,518	0	For
Baron Financial Group, LLC	10,000,000	0	For
Putnam	9,427,605	0	For
Charles Schwab	9,347,756	0	For
Capital Research Global Investors	8,095,401	0	For
JENNISON ASSOCIATES LLC	6,786,438	6,447	For
Boston Partners	6,000,000	0	For
Invesco	5,739,000	0	For
Northern Trust	5,478,772	67,181	For
Nuveen	5,481,183	0	For
TIAA	5,076,841	0	For
UBS	4,135,776	584,958	For
AllianceBernstein	4,709,050	0	For
Foster Victor Wealth Advisors, LLC	4,585,578	0	For
MELLON INVESTMENTS Corp	4,493,647	0	For

Showing the 25 largest of 1,511 asset managers. See all 1,511 in the interactive database.

2. Shareholder proposal to adopt a comprehensive human rights policy

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCEMajority of the votes cast: no

Meeting held 2024-05-06.

Combines 12 wordings of this item as funds reported it.

10% Majority: no · of votes cast

10%AGAINST 90%

FOR: 77,058,700AGAINST: 691,658,094

ELI LILLY AND CO.’s own tally for this item (“i) By the following vote, a shareholder proposal for the Company to adopt a comprehensive human rights policy was not approved:”): 77,058,700 for, 691,658,094 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 8% for, 73% against (81% of the company cast a for/against vote).

The 257 asset managers below cast 1.0% of the shares they voted on this item FOR (2,818,027 for, 285,885,574 against).

AGAINST 99%

FOR: 2,818,027 (1.0%)AGAINST: 285,885,574 (98.7%)ABSTAIN: 872,744 (0.3%)NOT VOTED: 868 (0.0%)

Largest asset managers voting on “Shareholder proposal to adopt a comprehensive human rights policy” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	0	93,839,055	Against
Fidelity	3,577	39,748,133	Against
Capital Group	0	33,410,650	Against
BlackRock	6,061	23,323,698	Against
T. Rowe Price	0	11,453,959	Against
JPMorgan	0	9,848,070	Against
State Street	859	8,015,520	Against
Putnam	0	7,935,657	Against
TIAA	0	5,006,544	Against
Charles Schwab	0	4,582,868	Against
Dimensional	0	2,771,068	Against
Prudential/PGIM	0	2,558,208	Against
Invesco	0	2,261,874	Against
JANUS INVESTMENT FUND	0	2,231,996	Against
PRIMECAP Odyssey Funds	0	2,231,575	Against
MFS	0	2,156,812	Against
AMCAP FUND	0	2,133,617	Against
INVESTMENT CO OF AMERICA	0	2,102,860	Against
Jackson National	0	2,007,990	Against
American Century	0	1,582,490	Against
HARBOR FUNDS	0	1,522,202	Against
Franklin Custodian Funds	0	1,350,184	Against
Columbia Threadneedle	0	1,323,273	Against
ADVISORS' INNER CIRCLE FUND	0	1,307,620	Against
MASTER INVESTMENT PORTFOLIO	0	1,294,988	Against

Showing the 25 largest of 257 asset managers. See all 257 in the interactive database.

3. Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 12 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 819,656,263AGAINST: 35,914,315

ELI LILLY AND CO.’s own tally for this item (“c) The appointment of Ernst & Young LLP as the Company's independent auditor for 2024 was ratified by the following shareholder vote:”): 819,656,263 for, 35,914,315 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 86% for, 4% against (90% of the company cast a for/against vote).

The 256 asset managers below cast 98% of the shares they voted on this item FOR (289,193,203 for, 5,057,230 against).

FOR 98%

FOR: 289,193,203 (98.3%)AGAINST: 5,057,230 (1.7%)ABSTAIN: 92,185 (0.0%)UNKNOWN: 1,240 (0.0%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2024.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	93,833,952	5,103	For
Fidelity	39,751,710	0	For
Capital Group	33,410,650	0	For
BlackRock	23,329,759	0	For
T. Rowe Price	11,453,959	0	For
JPMorgan	9,848,070	0	For
State Street	8,016,286	93	For
Putnam	7,935,657	0	For
TIAA	5,006,544	0	For
RWC Asset Management LLP	0	4,937,755	Against
Charles Schwab	4,582,868	0	For
Dimensional	2,771,068	0	For
Prudential/PGIM	2,558,208	0	For
Invesco	2,261,874	0	For
JANUS INVESTMENT FUND	2,231,996	0	For
PRIMECAP Odyssey Funds	2,231,575	0	For
MFS	2,156,812	0	For
AMCAP FUND	2,133,617	0	For
INVESTMENT CO OF AMERICA	2,102,860	0	For
Jackson National	2,007,990	0	For
American Century	1,582,490	0	For
HARBOR FUNDS	1,522,202	0	For
Franklin Custodian Funds	1,350,184	0	For
Columbia Threadneedle	1,323,273	0	For
ADVISORS' INNER CIRCLE FUND	1,307,620	0	For

Showing the 25 largest of 256 asset managers. See all 256 in the interactive database.

4. Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 12 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%14%

FOR: 665,237,870AGAINST: 108,058,286

ELI LILLY AND CO.’s own tally for this item (“e) The proposal to amend the Articles to eliminate supermajority voting provisions did not receive the required vote of 80% of outstanding shares.”): 665,237,870 for, 108,058,286 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 70% for, 11% against (81% of the company cast a for/against vote).

The 255 asset managers below cast 99.9% of the shares they voted on this item FOR (289,886,723 for, 670 against).

FOR 99.9%

FOR: 289,886,723 (100.0%)AGAINST: 670 (0.0%)ABSTAIN: 3,677 (0.0%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Vote
Vanguard	93,839,055	For
Fidelity	39,751,710	For
Capital Group	33,410,650	For
BlackRock	23,329,759	For
T. Rowe Price	11,453,959	For
JPMorgan	9,848,070	For
State Street	8,016,379	For
Putnam	7,935,657	For
TIAA	5,006,544	For
Charles Schwab	4,582,868	For
Dimensional	2,771,068	For
Prudential/PGIM	2,558,208	For
Invesco	2,261,874	For
JANUS INVESTMENT FUND	2,231,996	For
PRIMECAP Odyssey Funds	2,231,575	For
MFS	2,156,812	For
AMCAP FUND	2,133,617	For
INVESTMENT CO OF AMERICA	2,102,860	For
Jackson National	2,007,990	For
American Century	1,582,490	For
HARBOR FUNDS	1,522,202	For
Franklin Custodian Funds	1,350,184	For
Columbia Threadneedle	1,323,273	For
ADVISORS' INNER CIRCLE FUND	1,307,620	For
MASTER INVESTMENT PORTFOLIO	1,294,988	For

Showing the 25 largest of 255 asset managers. See all 255 in the interactive database.

5. Shareholder proposal to report on effectiveness of the company's diversity, equity, and inclusion efforts.

DIVERSITY, EQUITY, AND INCLUSIONMajority of the votes cast: no

Meeting held 2024-05-06.

Combines 16 wordings of this item as funds reported it.

24% Majority: no · of votes cast

FOR 24%AGAINST 76%

FOR: 183,128,839AGAINST: 586,886,679

ELI LILLY AND CO.’s own tally for this item (“g) By the following vote, a shareholder proposal requesting a report on the effectiveness of the Company's diversity, equity, and inclusion efforts was not approved:”): 183,128,839 for, 586,886,679 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 19% for, 62% against (81% of the company cast a for/against vote).

The 254 asset managers below cast 14% of the shares they voted on this item FOR (41,200,574 for, 247,405,734 against).

FOR 14%AGAINST 85%

FOR: 41,200,574 (14.2%)AGAINST: 247,405,734 (85.5%)ABSTAIN: 872,622 (0.3%)NOT VOTED: 868 (0.0%)

Largest asset managers voting on “Shareholder proposal to report on effectiveness of the company's diversity, equity, and inclusion efforts.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	72,500	93,766,555	Against
Fidelity	24,102,881	15,648,829	For
Capital Group	0	33,410,650	Against
BlackRock	6,061	23,323,698	Against
T. Rowe Price	32,957	11,421,002	Against
JPMorgan	0	9,848,070	Against
State Street	1,175	8,015,204	Against
Putnam	0	7,935,657	Against
TIAA	5,006,544	0	For
Charles Schwab	0	4,582,868	Against
Dimensional	85,469	2,685,599	Against
Prudential/PGIM	115,126	2,443,082	Against
Invesco	0	2,261,874	Against
JANUS INVESTMENT FUND	0	2,231,996	Against
PRIMECAP Odyssey Funds	0	2,231,575	Against
MFS	2,156,812	0	For
AMCAP FUND	0	2,133,617	Against
INVESTMENT CO OF AMERICA	0	2,102,860	Against
Jackson National	49,006	1,958,984	Against
American Century	0	1,582,490	Against
HARBOR FUNDS	0	1,522,202	Against
Franklin Custodian Funds	1,350,184	0	For
Columbia Threadneedle	0	1,323,273	Against
ADVISORS' INNER CIRCLE FUND	38,866	1,268,754	Against
MASTER INVESTMENT PORTFOLIO	0	1,294,988	Against

Showing the 25 largest of 254 asset managers. See all 254 in the interactive database.

6. Election of the following directors, each to serve a three-year term: Gabrielle Sulzberger

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 11 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 758,868,317AGAINST: 14,553,438

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Gabrielle Sulzberger”): 758,868,317 for, 14,553,438 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 80% for, 2% against (81% of the company cast a for/against vote).

The 252 asset managers below cast 99.9% of the shares they voted on this item FOR (298,702,779 for, 79,801 against).

FOR 99.9%

FOR: 298,702,779 (99.9%)AGAINST: 79,801 (0.0%)ABSTAIN: 92,197 (0.0%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: Gabrielle Sulzberger” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Vote
Vanguard	93,839,055	For
Fidelity	39,751,710	For
Capital Group	33,410,650	For
BlackRock	23,329,759	For
T. Rowe Price	11,453,959	For
JPMorgan	9,848,070	For
RWC Asset Management LLP	9,475,863	For
State Street	8,016,379	For
Putnam	7,935,657	For
TIAA	5,006,544	For
Charles Schwab	4,582,868	For
Dimensional	2,771,068	For
Prudential/PGIM	2,558,208	For
Invesco	2,261,874	For
JANUS INVESTMENT FUND	2,231,996	For
PRIMECAP Odyssey Funds	2,231,575	For
MFS	2,156,812	For
AMCAP FUND	2,133,617	For
INVESTMENT CO OF AMERICA	2,102,860	For
Jackson National	2,007,990	For
American Century	1,582,490	For
HARBOR FUNDS	1,522,202	For
Franklin Custodian Funds	1,350,184	For
Columbia Threadneedle	1,323,273	For
ADVISORS' INNER CIRCLE FUND	1,307,620	For

Showing the 25 largest of 252 asset managers. See all 252 in the interactive database.

7. Election of the following directors, each to serve a three-year term: J. Erik Fyrwald

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 11 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 707,022,149AGAINST: 66,489,475

ELI LILLY AND CO.’s own tally for this item (“Elect Director: J. Erik Fyrwald”): 707,022,149 for, 66,489,475 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 74% for, 7% against (81% of the company cast a for/against vote).

The 252 asset managers below cast 93% of the shares they voted on this item FOR (277,026,369 for, 21,754,976 against).

FOR 93%7%

FOR: 277,026,369 (92.7%)AGAINST: 21,754,976 (7.3%)ABSTAIN: 92,192 (0.0%)UNKNOWN: 1,240 (0.0%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: J. Erik Fyrwald” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	87,554,513	6,284,542	For
Fidelity	39,621,740	129,970	For
Capital Group	33,410,650	0	For
BlackRock	23,329,759	0	For
T. Rowe Price	10,688,268	765,691	For
JPMorgan	9,848,070	0	For
RWC Asset Management LLP	9,475,863	0	For
State Street	8,016,286	93	For
Putnam	0	7,935,657	Against
TIAA	5,006,544	0	For
Charles Schwab	4,582,868	0	For
Dimensional	2,771,068	0	For
Prudential/PGIM	2,090,180	468,028	For
Invesco	2,261,874	0	For
JANUS INVESTMENT FUND	2,231,996	0	For
PRIMECAP Odyssey Funds	2,231,575	0	For
MFS	2,156,812	0	For
AMCAP FUND	2,133,617	0	For
INVESTMENT CO OF AMERICA	2,102,860	0	For
Jackson National	1,842,290	165,700	For
American Century	1,582,490	0	For
HARBOR FUNDS	1,522,202	0	For
Franklin Custodian Funds	1,350,184	0	For
Columbia Threadneedle	1,323,273	0	For
ADVISORS' INNER CIRCLE FUND	1,307,620	0	For

Showing the 25 largest of 252 asset managers. See all 252 in the interactive database.

8. Election of the following directors, each to serve a three-year term: Jamere Jackson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 11 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 756,573,062AGAINST: 16,842,872

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Jamere Jackson”): 756,573,062 for, 16,842,872 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 80% for, 2% against (81% of the company cast a for/against vote).

The 252 asset managers below cast 99.9% of the shares they voted on this item FOR (298,705,439 for, 77,140 against).

FOR 99.9%

FOR: 298,705,439 (99.9%)AGAINST: 77,140 (0.0%)ABSTAIN: 92,198 (0.0%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: Jamere Jackson” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	93,833,952	5,103	For
Fidelity	39,751,710	0	For
Capital Group	33,410,650	0	For
BlackRock	23,329,759	0	For
T. Rowe Price	11,453,959	0	For
JPMorgan	9,848,070	0	For
RWC Asset Management LLP	9,475,863	0	For
State Street	8,016,379	0	For
Putnam	7,935,657	0	For
TIAA	5,006,544	0	For
Charles Schwab	4,582,868	0	For
Dimensional	2,771,068	0	For
Prudential/PGIM	2,558,208	0	For
Invesco	2,261,874	0	For
JANUS INVESTMENT FUND	2,231,996	0	For
PRIMECAP Odyssey Funds	2,231,575	0	For
MFS	2,156,812	0	For
AMCAP FUND	2,133,617	0	For
INVESTMENT CO OF AMERICA	2,102,860	0	For
Jackson National	2,007,990	0	For
American Century	1,582,490	0	For
HARBOR FUNDS	1,522,202	0	For
Franklin Custodian Funds	1,350,184	0	For
Columbia Threadneedle	1,323,273	0	For
ADVISORS' INNER CIRCLE FUND	1,307,620	0	For

Showing the 25 largest of 252 asset managers. See all 252 in the interactive database.

9. Election of the following directors, each to serve a three-year term: Katherine Baicker, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 12 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 768,750,015AGAINST: 4,790,679

ELI LILLY AND CO.’s own tally for this item (“Elect Director: Katherine Baicker, Ph.D.”): 768,750,015 for, 4,790,679 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 81% for, 0.6% against (81% of the company cast a for/against vote).

The 252 asset managers below cast 99.9% of the shares they voted on this item FOR (298,781,169 for, 1,418 against).

FOR 99.9%

FOR: 298,781,169 (100.0%)AGAINST: 1,418 (0.0%)ABSTAIN: 92,190 (0.0%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: Katherine Baicker, Ph.D.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	93,839,055	0	For
Fidelity	39,751,710	0	For
Capital Group	33,410,650	0	For
BlackRock	23,329,759	0	For
T. Rowe Price	11,453,959	0	For
JPMorgan	9,848,070	0	For
RWC Asset Management LLP	9,475,863	0	For
State Street	8,016,355	24	For
Putnam	7,935,657	0	For
TIAA	5,006,544	0	For
Charles Schwab	4,582,868	0	For
Dimensional	2,771,068	0	For
Prudential/PGIM	2,558,208	0	For
Invesco	2,261,874	0	For
JANUS INVESTMENT FUND	2,231,996	0	For
PRIMECAP Odyssey Funds	2,231,575	0	For
MFS	2,156,812	0	For
AMCAP FUND	2,133,617	0	For
INVESTMENT CO OF AMERICA	2,102,860	0	For
Jackson National	2,007,990	0	For
American Century	1,582,490	0	For
HARBOR FUNDS	1,522,202	0	For
Franklin Custodian Funds	1,350,184	0	For
Columbia Threadneedle	1,323,273	0	For
ADVISORS' INNER CIRCLE FUND	1,307,620	0	For

Showing the 25 largest of 252 asset managers. See all 252 in the interactive database.

10. Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2024-05-06.

Combines 8 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%14%

FOR: 666,456,836AGAINST: 106,518,999

ELI LILLY AND CO.’s own tally for this item (“d) The proposal to amend the Company's Articles of Incorporation (the "Articles") to eliminate the classified board structure did not receive the required vote of 80% of outstanding shares.”): 666,456,836 for, 106,518,999 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 70% for, 11% against (81% of the company cast a for/against vote).

The 247 asset managers below cast 99.9% of the shares they voted on this item FOR (289,219,794 for, 557 against).

FOR 99.9%

FOR: 289,219,794 (100.0%)AGAINST: 557 (0.0%)ABSTAIN: 100 (0.0%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Vote
Vanguard	93,839,055	For
Fidelity	39,751,710	For
Capital Group	33,410,650	For
BlackRock	23,329,759	For
T. Rowe Price	11,453,959	For
JPMorgan	9,848,070	For
State Street	8,016,379	For
Putnam	7,935,657	For
TIAA	5,006,544	For
Charles Schwab	4,582,868	For
Dimensional	2,771,068	For
Prudential/PGIM	2,558,208	For
Invesco	2,261,874	For
JANUS INVESTMENT FUND	2,231,996	For
PRIMECAP Odyssey Funds	2,231,575	For
MFS	2,156,812	For
AMCAP FUND	2,133,617	For
INVESTMENT CO OF AMERICA	2,102,860	For
Jackson National	2,007,990	For
American Century	1,582,490	For
HARBOR FUNDS	1,522,202	For
Franklin Custodian Funds	1,350,184	For
Columbia Threadneedle	1,323,273	For
ADVISORS' INNER CIRCLE FUND	1,307,620	For
MASTER INVESTMENT PORTFOLIO	1,294,988	For

Showing the 25 largest of 247 asset managers. See all 247 in the interactive database.

11. Shareholder proposal to publish an annual report disclosing lobbying activities.

OTHER SOCIAL ISSUESMajority of the votes cast: no

Meeting held 2024-05-06.

Combines 9 wordings of this item as funds reported it.

25% Majority: no · of votes cast

FOR 25%AGAINST 75%

FOR: 194,184,250AGAINST: 567,382,406

ELI LILLY AND CO.’s own tally for this item (“f) By the following vote, a shareholder proposal requesting publication of an annual report disclosing lobbying activities was not approved:”): 194,184,250 for, 567,382,406 against, per its Form 8-K filed 2024-05-09 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 20% for, 60% against (80% of the company cast a for/against vote).

The 245 asset managers below cast 8% of the shares they voted on this item FOR (21,751,874 for, 241,076,537 against).

8%AGAINST 91%

FOR: 21,751,874 (8.2%)AGAINST: 241,076,537 (91.1%)ABSTAIN: 1,756,816 (0.7%)UNKNOWN: 1,240 (0.0%)NOT VOTED: 868 (0.0%)

Largest asset managers voting on “Shareholder proposal to publish an annual report disclosing lobbying activities.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	6,449,736	87,389,319	Against
Fidelity	101,464	39,650,246	Against
Capital Group	0	33,410,650	Against
T. Rowe Price	734,448	10,719,511	Against
JPMorgan	0	9,848,070	Against
State Street	1,272	8,015,107	Against
Putnam	0	7,935,657	Against
TIAA	0	5,006,544	Against
Charles Schwab	0	4,582,868	Against
Dimensional	0	2,771,068	Against
Prudential/PGIM	583,154	1,975,054	Against
Invesco	0	2,261,874	Against
JANUS INVESTMENT FUND	0	2,231,996	Against
PRIMECAP Odyssey Funds	0	2,231,575	Against
MFS	2,156,812	0	For
AMCAP FUND	0	2,133,617	Against
INVESTMENT CO OF AMERICA	0	2,102,860	Against
Jackson National	214,706	1,793,284	Against
American Century	0	1,582,490	Against
HARBOR FUNDS	0	1,522,202	Against
Franklin Custodian Funds	1,350,184	0	For
Columbia Threadneedle	1,323,273	0	For
ADVISORS' INNER CIRCLE FUND	38,866	1,268,754	Against
Six Circles Trust	0	1,122,493	Against
Hartford	1,057,881	0	For

Showing the 25 largest of 245 asset managers. See all 245 in the interactive database.

12. Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.

OTHER

Meeting held 2024-05-06.

Combines 6 wordings of this item as funds reported it.

3% fund support · no official result

AGAINST 97%

The 242 asset managers below cast 3% of the shares they voted on this item FOR (7,670,416 for, 256,044,031 against).

FOR: 7,670,416 (2.9%)AGAINST: 256,044,031 (96.8%)ABSTAIN: 869,176 (0.3%)NOT VOTED: 150 (0.0%)

Largest asset managers voting on “Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,103	93,833,952	Against
Fidelity	0	39,751,710	Against
Capital Group	0	33,410,650	Against
T. Rowe Price	0	11,453,959	Against
JPMorgan	0	9,848,070	Against
State Street	859	8,015,520	Against
Putnam	0	7,935,657	Against
TIAA	5,006,544	0	For
Charles Schwab	0	4,582,868	Against
Dimensional	0	2,771,068	Against
Prudential/PGIM	0	2,558,208	Against
Invesco	0	2,261,874	Against
JANUS INVESTMENT FUND	0	2,231,996	Against
PRIMECAP Odyssey Funds	0	2,231,575	Against
MFS	0	2,156,812	Against
AMCAP FUND	0	2,133,617	Against
INVESTMENT CO OF AMERICA	0	2,102,860	Against
Jackson National	0	2,007,990	Against
American Century	0	1,582,490	Against
HARBOR FUNDS	0	1,522,202	Against
Franklin Custodian Funds	0	1,350,184	Against
Columbia Threadneedle	0	1,323,273	Against
ADVISORS' INNER CIRCLE FUND	0	1,307,620	Against
Six Circles Trust	0	1,122,493	Against
Hartford	506	1,057,375	Against

Showing the 25 largest of 242 asset managers. See all 242 in the interactive database.

13. Section 14a Executive Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-05-06.

95% Majority: yes · of votes cast

FOR 95%

FOR: 734,022,954AGAINST: 38,576,757

The 26 asset managers below cast 8% of the shares they voted on this item FOR (34,506 for, 412,530 against).

8%AGAINST 92%

FOR: 34,506 (7.7%)AGAINST: 412,530 (92.1%)NOT VOTED: 896 (0.2%)

Largest asset managers voting on “Section 14a Executive Compensation” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Vote
Alecta Tjanstepension Omsesidigt	0	395,000	Against
Baker Avenue Asset Management, LP	0	11,661	Against
Exome Asset Management LLC	7,400	0	For
Penobscot Investment Management Company, Inc.	6,784	0	For
Simplify Exchange Traded Funds	6,431	0	For
PEDDOCK CAPITAL ADVISORS, LLC	5,107	0	For
GRIMES & COMPANY, INC.	3,647	0	For
Campion Asset Management	0	3,375	Against
TOWNSEND ASSET MANAGEMENT CORP /NC/ /ADV	2,208	0	For
WOODARD & CO ASSET MANAGEMENT GROUP INC /ADV	0	1,938	Against
SIERRA SUMMIT ADVISORS LLC	0	0	Not Voted
Sculati Wealth Management, LLC	800	0	For
Pinnacle Family Advisors, LLC	774	0	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	50	556	Against
BALLAST ADVISORS LLC	453	0	For
Waverly Advisors, LLC	314	0	For
BOSUN ASSET MANAGEMENT, LLC	186	0	For
Williamson Legacy Group, LLC	129	0	For
Mirae Asset Global Investments (USA) LLC	108	0	For
Lido Advisors, LLC	58	0	For
O'Brien Wealth Partners LLC	37	0	For
Barnett & Company, Inc.	20	0	For
Moisand Fitzgerald Tamayo, LLC	0	0	--
Port Capital LLC	0	0	--
SCHOLTZ & COMPANY, LLC	0	0	--

Showing the 25 largest of 26 asset managers. See all 26 in the interactive database.

14. Report on Lobbying Payments and Policy

OTHER SOCIAL ISSUESMajority of the votes cast: no

Meeting held 2024-05-06.

25% Majority: no · of votes cast

FOR 25%AGAINST 75%

FOR: 194,184,250AGAINST: 567,382,406

The 14 asset managers below cast 0.8% of the shares they voted on this item FOR (196,799 for, 24,692,414 against).

AGAINST 99.1%

FOR: 196,799 (0.8%)AGAINST: 24,692,414 (99.2%)ABSTAIN: 3,598 (0.0%)

Largest asset managers voting on “Report on Lobbying Payments and Policy” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	8,887	23,320,872	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,294,988	0	Against
Empower	93,960	41,652	0	For
RWC Asset Management LLP	80,180	0	0	For
Lincoln Financial	0	15,203	0	Against
Brighthouse	0	12,388	0	Against
Aspiration Funds	6,692	0	0	For
Managed Account Series	0	5,737	0	Against
Symmetry Panoramic Trust	0	1,574	3,598	Abstain
Aspiriant Trust	3,345	0	0	For
Tidal Trust III	2,152	0	0	For
CIDEL ASSET MANAGEMENT INC	767	0	0	For
Milliman Variable Insurance Trust	453	0	0	For
Warren Street Wealth Advisors, LLC	363	0	0	For

15. Report on Impact of Extended Patent Exclusivities on Product Access

OTHER SOCIAL ISSUES

Meeting held 2024-05-06.

3% fund support · no official result

AGAINST 97%

The 13 asset managers below cast 3% of the shares they voted on this item FOR (704,989 for, 24,705,277 against).

FOR: 704,989 (2.8%)AGAINST: 24,705,277 (97.2%)ABSTAIN: 3,598 (0.0%)

Largest asset managers voting on “Report on Impact of Extended Patent Exclusivities on Product Access” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	6,061	23,323,698	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,294,988	0	Against
RWC Asset Management LLP	602,000	0	0	For
Empower	93,960	41,652	0	For
Lincoln Financial	0	15,203	0	Against
Brighthouse	0	12,388	0	Against
Aspiration Funds	0	6,692	0	Against
Managed Account Series	0	5,737	0	Against
Symmetry Panoramic Trust	0	1,574	3,598	Abstain
Aspiriant Trust	0	3,345	0	Against
Tidal Trust III	2,152	0	0	For
Milliman Variable Insurance Trust	453	0	0	For
Warren Street Wealth Advisors, LLC	363	0	0	For

16. Declassify the Board of Directors

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2024-05-06.

100% fund support · no official result

FOR 99.9%

The 10 asset managers below cast 100% of the shares they voted on this item FOR (9,650,425 for, 0 against).

FOR: 9,650,425 (100.0%)ABSTAIN: 3,598 (0.0%)

Largest asset managers voting on “Declassify the Board of Directors” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Abstain	Vote
RWC Asset Management LLP	9,475,863	0	For
Empower	135,612	0	For
Lincoln Financial	15,203	0	For
Brighthouse	12,388	0	For
Aspiration Funds	6,692	0	For
Symmetry Panoramic Trust	1,574	3,598	Abstain
Tidal Trust III	2,152	0	For
Milliman Variable Insurance Trust	453	0	For
Warren Street Wealth Advisors, LLC	363	0	For
Douglass Winthrop Advisors, LLC	125	0	For

17. Approval, on an advisory basis, of the compensation paid to the company's named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-05 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 731,376,577AGAINST: 28,008,877

ELI LILLY AND CO.’s own tally for this item (“b) By the following vote, the shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers:”): 731,376,577 for, 28,008,877 against, per its Form 8-K filed 2025-05-08 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 950,405,386 outstanding shares: 77% for, 3% against (80% of the company cast a for/against vote).

The 7 asset managers below cast 100% of the shares they voted on this item FOR (13,687 for, 0 against).

FOR 100%

FOR: 13,687 (100.0%)

Largest asset managers voting on “Approval, on an advisory basis, of the compensation paid to the company's named executive officers.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Vote
Argyle Capital Management, LLC	6,887	For
Freedom Day Solutions, LLC	4,208	For
First County Bank /CT/	1,473	For
Foster Victor Wealth Advisors, LLC	558	For
MBA Advisors LLC	507	For
Weil Company, Inc.	39	For
Meixler Investment Management, Ltd.	15	For

18. S/H Proposal - Corporate Governance

CORPORATE GOVERNANCE

Meeting held 2024-05-06.

Combines 3 wordings of this item as funds reported it.

15% fund support · no official result

FOR 15%AGAINST 84%

The 5 asset managers below cast 15% of the shares they voted on this item FOR (1,154 for, 6,431 against).

FOR: 1,154 (15.1%)AGAINST: 6,431 (84.3%)ABSTAIN: 48 (0.6%)

Largest asset managers voting on “S/H Proposal - Corporate Governance” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Simplify Exchange Traded Funds	0	6,431	0	Against
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	606	0	0	For
Members Trust Co	419	0	0	For
Williamson Legacy Group, LLC	129	0	0	For
HARBOUR INVESTMENT MANAGEMENT LLC	0	0	48	Abstain

19. Declassify Board

DIRECTOR ELECTIONSCORPORATE GOVERNANCE

Meeting held 2024-05-06.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (6,634 for, 0 against).

FOR: 6,634 (100.0%)

Largest asset managers voting on “Declassify Board” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Vote
Simplify Exchange Traded Funds	6,431	For
Williamson Legacy Group, LLC	129	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	50	For
HARBOUR INVESTMENT MANAGEMENT LLC	24	For

20. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2024-05-06.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%

Largest asset managers voting on “Election of Directors (Majority Voting)” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Vote
Simplify Exchange Traded Funds	6,431	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	606	For
Williamson Legacy Group, LLC	129	For
HARBOUR INVESTMENT MANAGEMENT LLC	96	For

21. S/H Proposal - Political/Government

OTHER SOCIAL ISSUES

Meeting held 2024-05-06.

Combines 2 wordings of this item as funds reported it.

10% fund support · no official result

10%AGAINST 90%

The 4 asset managers below cast 10% of the shares they voted on this item FOR (685 for, 6,431 against).

FOR: 685 (9.6%)AGAINST: 6,431 (90.1%)ABSTAIN: 24 (0.3%)

Largest asset managers voting on “S/H Proposal - Political/Government” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Simplify Exchange Traded Funds	0	6,431	0	Against
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	556	0	0	For
Williamson Legacy Group, LLC	129	0	0	For
HARBOUR INVESTMENT MANAGEMENT LLC	0	0	24	Abstain

22. Executive Salary

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-05-06.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (45,931 for, 0 against).

FOR: 45,931 (100.0%)

Largest asset managers voting on “Executive Salary” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Vote
Northside Capital Management, LLC	17,625	For
Bell & Brown Wealth Advisors, LLC	15,124	For
WESPAC Advisors SoCal, LLC	13,182	For

23. Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions.

SHAREHOLDER RIGHTS AND DEFENSES

Reported under meeting date 2024-02-28; no official results on file for that date.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,336 for, 0 against).

FOR: 37,336 (100.0%)

Largest asset managers voting on “Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	3,867	0	0	0	For

24. Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure.

SHAREHOLDER RIGHTS AND DEFENSES

Reported under meeting date 2024-02-28; no official results on file for that date.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,336 for, 0 against).

FOR: 37,336 (100.0%)

Largest asset managers voting on “Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	3,867	0	0	0	For

25. Approval, on an advisory basis, of the compensation paid to the company's named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2024-02-28; no official results on file for that date.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,336 for, 0 against).

FOR: 37,336 (100.0%)

Largest asset managers voting on “Approval, on an advisory basis, of the compensation paid to the company's named executive officers.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	3,867	0	0	0	For

26. Election of the following directors, each to serve a three-year term: Gabrielle Sulzberger

DIRECTOR ELECTIONS

Reported under meeting date 2024-02-28; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,336 for, 0 against).

FOR: 37,336 (100.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: Gabrielle Sulzberger” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	3,867	0	0	0	For

27. Election of the following directors, each to serve a three-year term: J. Erik Fyrwald

DIRECTOR ELECTIONS

Reported under meeting date 2024-02-28; no official results on file for that date.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 37,336 against).

AGAINST: 37,336 (100.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: J. Erik Fyrwald” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	0	33,469	0	0	Against
Federated Hermes	0	3,867	0	0	Against

28. Election of the following directors, each to serve a three-year term: Jamere Jackson

DIRECTOR ELECTIONS

Reported under meeting date 2024-02-28; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,336 for, 0 against).

FOR: 37,336 (100.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: Jamere Jackson” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	3,867	0	0	0	For

29. Election of the following directors, each to serve a three-year term: Katherine Baicker, Ph.D.

DIRECTOR ELECTIONS

Reported under meeting date 2024-02-28; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,336 for, 0 against).

FOR: 37,336 (100.0%)

Largest asset managers voting on “Election of the following directors, each to serve a three-year term: Katherine Baicker, Ph.D.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	3,867	0	0	0	For

30. Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2024.

AUDIT-RELATED

Reported under meeting date 2024-02-28; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (37,336 for, 0 against).

FOR: 37,336 (100.0%)

Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2024.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	3,867	0	0	0	For

31. Shareholder proposal to adopt a comprehensive human rights policy.

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE

Reported under meeting date 2024-02-28; no official results on file for that date.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 37,336 against).

AGAINST: 37,336 (100.0%)

Largest asset managers voting on “Shareholder proposal to adopt a comprehensive human rights policy.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	0	33,469	0	0	Against
Federated Hermes	0	3,867	0	0	Against

32. Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.

OTHER SOCIAL ISSUES

Reported under meeting date 2024-02-28; no official results on file for that date.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 37,336 against).

AGAINST: 37,336 (100.0%)

Largest asset managers voting on “Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	0	33,469	0	0	Against
Federated Hermes	0	3,867	0	0	Against

33. Shareholder proposal to publish an annual report disclosing lobbying activities.

OTHER SOCIAL ISSUES

Reported under meeting date 2024-02-28; no official results on file for that date.

90% fund support · no official result

FOR 90%10%

The 2 asset managers below cast 90% of the shares they voted on this item FOR (33,469 for, 3,867 against).

FOR: 33,469 (89.6%)AGAINST: 3,867 (10.4%)

Largest asset managers voting on “Shareholder proposal to publish an annual report disclosing lobbying activities.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	33,469	0	0	0	For
Federated Hermes	0	3,867	0	0	Against

34. Shareholder proposal to report on effectiveness of the company s diversity, equity, and inclusion efforts.

DIVERSITY, EQUITY, AND INCLUSION

Reported under meeting date 2024-02-28; no official results on file for that date.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 37,336 against).

AGAINST: 37,336 (100.0%)

Largest asset managers voting on “Shareholder proposal to report on effectiveness of the company s diversity, equity, and inclusion efforts.” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	0	33,469	0	0	Against
Federated Hermes	0	3,867	0	0	Against

35. Annual

DIRECTOR ELECTIONS

Meeting held 2024-05-06.

72% fund support · no official result

FOR 72%AGAINST 28%

The 2 asset managers below cast 72% of the shares they voted on this item FOR (12,195 for, 4,629 against).

FOR: 12,195 (72.5%)AGAINST: 4,629 (27.5%)

Largest asset managers voting on “Annual” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Colony Group, LLC	12,188	4,629	0	0	For
PERRITT CAPITAL MANAGEMENT INC	7	0	0	0	For

36. Compensation

COMPENSATIONMajority of the votes cast: yes

Meeting held 2024-05-06.

95% Majority: yes · of votes cast

FOR 95%

FOR: 734,022,954AGAINST: 38,576,757

The 2 asset managers below cast 100% of the shares they voted on this item FOR (4,009 for, 0 against).

FOR 100%

FOR: 4,009 (100.0%)

Largest asset managers voting on “Compensation” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Capital Group	3,590	0	0	0	For
Members Trust Co	419	0	0	0	For

37. Meeting

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-05-06.

100% fund support · no official result

FOR 94%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,443 for, 0 against).

FOR: 1,443 (94.3%)UNKNOWN: 88 (5.7%)

Largest asset managers voting on “Meeting” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
WESPAC Advisors, LLC	1,443	0	0	0	For
Gibson Capital, LLC	0	0	0	0	Unknown

38. Security Holder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.

CORPORATE GOVERNANCE

Meeting held 2024-05-06.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 2,415 against).

AGAINST: 2,415 (100.0%)

Largest asset managers voting on “Security Holder proposal to establish and report on a process by which the impact of extended patent exclusivi” at ELI LILLY AND CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Tributary Funds, Inc.	0	1,535	0	0	Against
Connors Funds	0	880	0	0	Against

Largest ELI LILLY AND CO. shareholders voting in 2023-2024

Ranked by the number of ELI LILLY AND CO. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 950,405,386 shares outstanding at the time of that meeting.

Top ELI LILLY AND CO. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	10.25%
2	Fidelity	7.51%
3	Capital Group	6.89%
4	BlackRock	5.50%
5	T. Rowe Price	3.55%
6	State Street	3.03%
7	JPMorgan	2.62%
8	PRIMECAP MANAGEMENT CO/CA/	2.21%
9	GEODE CAPITAL MANAGEMENT, LLC	1.72%
10	STATE FARM MUTUAL AUTOMOBILE INSURANCE CO	1.71%

Reported ELI LILLY AND CO. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

ELI LILLY AND CO. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	8.52%	13F
State Street	3.60%	13F
FMR (Fidelity)	2.54%	13F
T. Rowe Price	2.17%	13F
Geode Capital	1.74%	13F
Morgan Stanley	1.60%	13F
Wellington Management	1.16%	13F
JPMorgan Chase	1.08%	13F
Norges Bank	1.02%	13F
The PNC Financial Services Group, Inc.	<0.01%	DEF14A

Percentages above are of 950,405,386 shares outstanding, as reported by ELI LILLY AND CO. on its Form 10-Q dated 2024-04-25 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from ELI LILLY AND CO.’s 10-Q dated 2024-04-25. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At ELI LILLY AND CO.'s shareholder meeting held 2024-05-06, in the 2023-2024 proxy season, 1,577 asset managers reported how they voted in their SEC Form N-PX filings, covering 21,475 separate fund positions. Their filings are grouped here into 38 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval, on an advisory basis , of the compensation paid to the company's named executive… — FOR was 95% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: ELI LILLY AND CO.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-09.

ELI LILLY AND CO. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.