UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 16, 2025

 

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

 

Indiana		001-38661		82-5497352
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2500 Innovation Way Greenfield, Indiana (Address of principal executive offices)

46140 (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 registered
Common stock, no par value		ELAN		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 Animal Health Incorporated (the “Company”) held its annual meeting of shareholders on May 16, 2025. Voting results for each matter submitted to a vote at the 2025 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 one-year term ending at the 2026 annual meeting of shareholders and until their respective successors are elected and qualified, by the votes set forth in the table below.

 

Nominee		For			Against			Abstain			Broker Non-Votes
Kapila K. Anand		300,900,004			156,032,826			208,081			16,176,812
Paul Herendeen		432,060,248			24,992,504			88,159			16,176,812

 

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2025, by the votes set forth in the table below.

 

For				Against				Abstain
	470,067,158				3,077,086				173,479

 

Proposal 3. The shareholders approved, by non-binding vote, the compensation of Elanco’s named executive officers, by the votes set forth in the table below.

 

For				Against				Abstain				Broker Non-Votes
	244,532,049				212,491,837				117,025				16,176,812

 

Proposal 4. The shareholders approved, by non-binding vote, every one year as the frequency with which shareholders vote on executive compensation, by the votes set forth in the table below.

 

1 Year				2 Years				3 Years				Abstain				Broker Non-Votes
	434,846,332				342,872				21,735,091				216,616				16,176,812

 

Based on the results and consistent with the Board of Directors' recommendation, the Company has determined that it will conduct an advisory vote on executive compensation annually until the next required frequency vote, which will occur no later than the Company’s 2031 annual meeting of shareholders.

 

  

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 Animal Health Incorporated
Date: May 20, 2025	By:	/s/ Shiv O’Neill
		Name:  Shiv O’Neill
		Title:  Executive Vice President, General Counsel and Corporate Secretary