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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 21, 2025
Elanco Animal Health Incorporated
(Exact name of registrant as specified in its charter)
| Indiana | 001-38661 | 82-5497352 | ||
(State
or other jurisdiction |
(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 |
||
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed in the press release issued on May 28, 2025 by Elanco Animal Health Incorporated (the “Company”), the Company announced the appointment of Robert (Bob) VanHimbergen as Executive Vice President and Chief Financial Officer, effective July 7, 2025. Mr. VanHimbergen succeeds Todd Young who will continue to serve as an advisor, in a non-executive capacity, through August 31, 2025, to facilitate a smooth transition.
Mr. VanHimbergen, age 49, currently serves as the Senior Vice President and Chief Financial Officer of Hillenbrand, Inc., a global industrial company that provides processing equipment and solutions, a position he has held since April 2022, after joining Hillenbrand in March 2022 for a transition period before assuming his current position. Prior to joining Hillenbrand, Mr. VanHimbergen served in various roles of increasing responsibility over approximately 15 years at Johnson Controls International plc, a manufacturer of HVAC systems, security solutions, fire protection and smart building technologies, where he most recently served as Vice President, Corporate Controller beginning December 2017. Mr. VanHimbergen spent nearly the first 10 years of his career at PricewaterhouseCoopers LLP as a certified public accountant.
Pursuant to an employment offer letter agreement approved by the Company’s Compensation and Human Capital Committee, Mr. VanHimbergen’s initial annual compensation will consist of an annual base salary of $660,000, a target annual cash incentive opportunity equal to 75% of annual base salary earnings and annual target long-term incentive compensation valued at $2,645,000. For fiscal 2025, his annual cash incentive opportunity will be pro-rated for the portion of the year he is employed, and his pro-rated long-term incentive compensation, valued at $1,100,000, will be divided equally between restricted stock units and stock options, which will vest ratably over three years on each annual anniversary of Mr. VanHimbergen’s commencement of employment.
In addition, Mr. VanHimbergen will receive the following make-whole awards to incentivize him to join the Company and compensate him for awards that will forfeit from his current employment: (i) a cash bonus of $890,000 that is subject to repayment as to a pro-rated amount of such bonus in the event that Mr. VanHimbergen leaves the Company during the first three years of employment for any reason other than an involuntary termination without cause and (ii) a restricted stock unit with a grant date fair value of $1,735,000 that vests ratably over three years on each annual anniversary of the commencement of Mr. VanHimbergen’s employment.
Mr. Young will continue to receive his current compensation for his service in his transition role, after which he is eligible for severance benefits under the Company’s Executive Severance Pay Plan; provided that in lieu of a payment equal to the amount of Mr. Young’s annual cash incentive award, Mr. Young will remain eligible for payment of his fiscal 2025 annual cash incentive for the full year, based on the Company’s actual performance. In addition, the Compensation and Human Capital Committee approved the accelerated vesting of a pro-rata portion of Mr. Young’s unvested restricted stock units, stock options and performance awards (with such pro-rated vesting of the performance awards based on performance calculated by the Company as of the end of the most recently completed calendar quarter prior to separation), as well as an extension of the expiration date of Mr. Young’s stock options through December 31, 2026.
The employment offer letter agreement with Mr. VanHimbergen and the transition letter agreement with Mr. Young are attached hereto as Exhibits 10.1 and 10.2, respectively.
| Item 7.01 | Regulation FD Disclosure. |
The Company has issued a press release announcing the appointment of Mr. VanHimbergen as Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Employment Offer Letter, dated as of May 20, 2025, between Elanco Animal Health Incorporated and Robert VanHimbergen. | |
| 10.2 | Transition Agreement, dated as of May 21, 2025, between Elanco Animal Health Incorporated and Todd Young. | |
| 99.1 | Press Release issued by Elanco Animal Health Incorporated, dated as of May 28, 2025. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 28, 2025 | By: | /s/ Shiv O’Neill |
| Name: Shiv O’Neill | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||
Exhibit 10.1
05/20/2025
Robert VanHimbergen
8124 W. Knightsbridge Drive
Mequon, Wisconsin 53097
Dear Bob,
It is my pleasure to extend to you a formal offer of employment with Elanco US Inc. and to outline the provisions of that offer in detail. The position is Executive Vice President & Chief Financial Officer reporting to Jeff Simmons, President & Chief Executive Officer. This offer includes an opportunity for continued professional challenge and growth and an attractive compensation and benefit package. You will begin employment with Elanco on 07/07/2025
(your “start date”).
Your annualized base salary will be $660,000.00, prorated based on your start date in 2025. You will be eligible to be considered for a salary increase effective January 1, 2026. You will be classified as an exempt employee under the federal Fair Labor Standards Act and any applicable state or local law.
In addition, you will be eligible to participate in the Elanco Corporate Bonus Plan, which provides the variable part of your total annual cash compensation. This annual incentive program for eligible employees is designed to align employee performance with company goals. The bonus is comprised generally of three components:
| · | Your individual bonus target, which is based on your job path, level and pay scale is currently equal to 75% of your base salary earnings; and | |
| · | Company performance as determined by the Compensation and Human Capital Committee of the Elanco Board of Directors (the “Compensation Committee”), which, for fiscal 2025 is currently measured by the year-over-year change in "Elanco Cash Earnings," a cashflow-based measure of economic profit. |
Annual Equity Compensation
In addition to your base salary and bonus, you will be eligible to participate in the Elanco Stock Plan, which reinforces Elanco’s pillar of Ownership and helps align the decision-making of our internal stakeholders with long-term shareholder interests. The form of equity awards and their associated performance metrics will be provided at time of grant following approval by the Compensation Committee.
For fiscal 2025, you will receive annual equity awards with a grant date fair value equal to the pro-rated amount of your annual target equity award grant value (which is $1,100,000), which will be delivered 50% in the form of restricted stock units and 50% in the form of stock options, which will vest as to one-third of the shares on each annual anniversary of your start date.
These equity awards (and the Make-Whole Equity Award described below) will be granted to you on October 1, 2025 pursuant to the Company’s equity grant timing policy. The number of shares subject to each award will be determined by dividing the value of the award by (i) in the case of restricted stock units, the closing price of a share of the Company’s common stock on the grant date and (ii) in the case of stock options, the Black-Scholes value of a share of the Company’s common stock on the grant date.
Make-Whole Cash Bonus
You will receive a one-time make-whole cash bonus payment of $890,000, less applicable taxes, payable to you no later than 30 days from your start date to compensate you for certain cash incentive and equity awards scheduled to vest in the short term that you will forfeit in connection with your resignation from your current employment. Assuming you remain actively employed with Elanco for a continuous 3-year period following your employment, you will have no repayment obligation for the sign-on bonus. Should you cease to be employed by the company prior to that time, you will be responsible for repaying a portion of the sign-on bonus on your last day with Elanco as described in the Retention Bonus Agreement.
Please review and sign the Retention Bonus Agreement which you received contemporaneously with this offer letter.
Make Whole Equity Award
In addition to the annual equity program, you will receive a one-time make-whole equity award valued at $1,735,000 in the form of restricted stock units that vest as to one-third of the shares each annual anniversary of your start date.
Relocation Program
The company is pleased to offer a competitive relocation program when you relocate to Indianapolis, IN. A relocation counselor will be assigned to you to fully assist you throughout the complete process.
Comprehensive Benefit Program
This offer includes a comprehensive benefits package which is among the best in the industry today. Major aspects of these benefits are explained in the Benefits Enrollment Guide you have been provided.
Offer Contingencies
Your employment also will be subject to the terms and conditions outlined in this letter, which override anything previously communicated to you about your employment with Elanco.
As a part of our employment process, your offer and anticipated start date are contingent upon the following conditions:
| · | Approval of the compensation terms set forth herein by the Compensation Committee; |
| · | Approval of your appointment as Executive Vice President & Chief Financial Officer by the Elanco Board of Directors; |
| · | Satisfying Elanco’s background check requirements, including but not limited to an acceptable criminal background check, educational verification and motor vehicle report (for positions required to have a fleet vehicle); |
| · | Proof of identity, eligibility, and authorization to be lawfully employed in the United States; |
| · | Compliance with the Elanco Code of Conduct or any subsequent code of conduct adopted by Elanco, including its training due within 30 calendar days of your start date; |
| · | Signature and completion of the Employee Confidentiality and Invention Agreement due within 30 calendar days of your start date; and |
| · | Evaluation and approval of any potential conflict of interest (e.g. board or committee service for a company involved in Animal Health/Healthcare or matters related to Elanco's business). |
If you accept this offer, your employment with Elanco will be at-will, meaning that you or Elanco may terminate the employment relationship at any time, with or without cause, and with or without notice.
To accept Elanco’s offer of employment, please scroll to the very bottom of this document and sign to indicate your acceptance.
Sincerely,
| /s/ Dave Kinard |
Dave Kinard
Exec. VP Human Resources,
Communication &
Administration
On behalf of Elanco US Inc.
Signature:
| /s/ Robert VanHimbergen |
Robert VanHimbergen
Current Date:
Anticipated Start Date: 07/07/2025
For more information about Elanco’s processing of your personal information and your individual rights, view our Workforce Privacy Notice, which is also available from privacy.elanco.com. or email privacy@elancoah.com
Exhibit 10.2
May 21, 2025
Todd Young
Re: Transition Agreement
Dear Todd,
The purpose of this letter (“Transition Agreement”) is to confirm the terms of your transition and separation from employment with Elanco Animal Health Incorporated (the “Company”).
Transition Period
Your last day of employment with the Company will be August 31, 2025 (your “Separation Date”). Between now and the close of business on July 6, 2025, you will remain in the role of Executive Vice President and Chief Financial Officer; thereafter you will remain employed by the Company in a non-officer advisor capacity working on such matters as reasonably requested by me to facilitate a smooth transition of your duties. Between now and your Separation Date you will continue to earn your current base salary and receive normal benefits for work performed from the date of this Transition Agreement through your Separation Date and will continue vesting in your outstanding equity awards.
Separation Arrangements
In connection with your separation from the Company, you are eligible to receive severance benefits under the Elanco Executive Severance Pay Plan (the “Severance Plan”), subject to the terms and conditions thereof. However, notwithstanding anything to the contrary in the Severance Plan, in lieu of a benefit equal to one (1) times the amount of your target annual cash incentive bonus for fiscal 2025 as set forth in Section 5(A) of the Severance Plan, you will remain eligible for payment of your full annual cash incentive bonus for fiscal 2025 based on the Company’s actual performance for fiscal 2025, which amount, if any, will be paid to you at the same time such payments are made to the Company’s other executive officers, no later than March 15, 2026. All other payments under the Severance Plan will be made pursuant to the terms of Section 6 of the Severance Plan based on a separation from service occurring on the Separation Date,
In recognition of your service to the Company your facilitation of a smooth transition of your duties, and subject to you continuing to perform your obligations to the Company as set forth in this Transition Agreement, and you executing (and not revoking) the Severance Agreement and Release contemplated by the Severance Plan following your Separation Date and continuing to comply with all of your obligations pursuant to the Severance Agreement and Release, you will be eligible for the following additional benefits:
| (a) | Accelerated vesting of a pro-rated portion of your unvested restricted stock units and stock options eligible to vest on the next scheduled vesting date (with the pro-rated portion based on the ratio of (i) the number of full or partial months you worked from the later of the grant date or the most recent scheduled vesting date prior to the Separation Date to (ii) the total number of months from (A) the later of the grant date or the most recent scheduled vesting date prior to the Separation Date to (B) the next scheduled vesting date of such award), and an extension of the exercise period for all vested stock options through December 31, 2026; and |
| (b) | Accelerated vesting of a pro-rated portion of your performance awards (with the pro-rated portion based on the ratio of (i) the number of months you worked during the performance period prior to the Separation Date to (ii) the total number of months in the performance period, with performance calculated by the Company as of the end of the most recently completed calendar quarter immediately preceding the Separation Date, consistent with the Company’s past practice. |
Otherwise, any outstanding equity award you hold as of the date of this Transition Agreement will remain subject to the terms and conditions identified in the applicable award agreements and will be unaffected by this Transition Agreement.
Additional Terms
This Transition Agreement shall be construed in accordance with and governed by the laws of the State of Indiana, without regard to conflicts of law principles.
This Transition Agreement, the Separation Plan to the extent not expressly superseded by this Transition Agreement and the Severance Agreement and Release constitute the entire agreement between you and the Company with respect to the subject matter of this Transition Agreement.
Sincerely,
| ELANCO ANIMAL HEALTH INCORPORATED | |||
| /s/ Jeffrey Simmons | 5/22/2025 | ||
| by: Jeffrey Simmons | Date | ||
| Title: President, Chief Executive Officer |
ACCEPTED AND AGREED:
By signing below, I voluntarily accept and agree to the terms and conditions of this Transition Agreement as set forth above.
| /s/ Todd Young | 5/22/2025 | ||
| Todd Young | Date |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact: Tiffany Kanaga (765) 740-0314 tiffany.kanaga@elancoah.com
Media Contact: Colleen Dekker (317) 989-7011 colleen.dekker@elancoah.com
Elanco Appoints Robert (Bob) VanHimbergen as Chief Financial Officer
GREENFIELD, Ind. (May 28, 2025) Elanco Animal Health Incorporated (NYSE: ELAN) today announced the appointment of Robert VanHimbergen as Executive Vice President and Chief Financial Officer, effective July 7, 2025. VanHimbergen’s appointment follows an extensive and competitive search as part of the company’s commitment to long-term, sustained value creation. VanHimbergen succeeds Todd Young, who will remain with the company as an advisor through August 31, 2025, to facilitate a smooth transition.
VanHimbergen currently serves as the Senior Vice President and Chief Financial Officer of Hillenbrand, Inc., where he contributed to the company’s transformation into a pure-play industrial company. Prior to joining Hillenbrand, he spent 15 years at Johnson Controls where he led the global finance, accounting and reporting functions, was a member of the executive leadership team and was deeply involved in Johnson Controls' enterprise transformation initiative. He previously held roles within Johnson Controls, including CFO of the $9 billion automotive interiors business in Shanghai, China, and led the battery division in Asia. Prior to Johnson Controls, VanHimbergen spent nearly a decade at PricewaterhouseCoopers LLP working with large multi-national companies.
“We are excited for Bob to join the Elanco Executive Committee to help guide the continuation of our increasing value creation. With seven consecutive quarters of growth and a portfolio of potential blockbusters in launch mode, Elanco is focused on accelerating growth, globalizing and maximizing existing innovation, supporting the next wave of innovation, expanding margins, and improving cash generation,” said Jeff Simmons, Elanco President and CEO. “Bob’s nearly three decades of experience leading finance organizations, along with his leadership style focused on value creation will be extremely beneficial to build on our current momentum as we maximize the opportunity in front of us.”
“I am thrilled to join Elanco at this exciting time with the company’s momentum and diverse portfolio of innovation,” commented VanHimbergen. “I look forward to working with the leadership team to execute on the company’s strategy, accelerate growth and enhance shareholder value.”
Simmons continued, “On behalf of the entire Elanco organization, we are grateful for Todd’s contributions as we stood up Elanco as an independent company, completed acquisitions to diversify our portfolio, increased our global scale, delivered innovation, enhanced capabilities and took important steps to pay down debt. I express my appreciation to Todd for his more than six years of leadership with the Elanco team and enhancing animal health. I greatly value everything Todd has done to put Elanco in a position of strength. This is the right time for a proactive change.”
“It has been my privilege to work alongside such a dedicated Elanco team to position the company for its next stage of growth,” said Todd Young. “Elanco is well positioned to execute its strategy, and I look forward to supporting this transition.”
The company also reconfirms the second quarter and full year guidance issued on the first quarter earnings call on May 7, 2025.
ABOUT ELANCO
Elanco Animal Health Incorporated (NYSE: ELAN) is a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders and society as a whole. With 70 years of animal health heritage, we are committed to breaking boundaries and going beyond to help our customers improve the health of animals in their care, while also making a meaningful impact on our local and global communities. At Elanco, we are driven by our vision of Food and Companionship Enriching Life and our Elanco Healthy Purpose™ sustainability pillars – all to advance the health of animals, people, the planet and our enterprise. Learn more at www.elanco.com.
Cautionary Statement Regarding Forward-Looking Statements
The reconfirmation of guidance contained in this press release involves forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important risk factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including but not limited to the following:
| · | operating in a highly competitive industry; |
| · | the success of our research and development (R&D), regulatory approval and licensing efforts; |
| · | the impact of disruptive innovations and advances in veterinary medical practices, animal health technologies and alternatives to animal-derived protein; |
| · | competition from generic products that may be viewed as more cost-effective; |
| · | changes in regulatory restrictions on the use of antibiotics in farm animals; |
| · | an outbreak of infectious disease carried by farm animals; |
| · | risks related to the evaluation of animals; |
| · | consolidation of our customers and distributors; |
| · | the impact of increased or decreased sales into our distribution channels resulting in fluctuations in our revenues; |
| · | our dependence on the success of our top products; |
| · | our ability to complete acquisitions and divestitures and to successfully integrate the businesses we acquire; |
| · | our ability to implement our business strategies or achieve targeted cost efficiencies and gross margin improvements; |
| · | manufacturing problems and capacity imbalances, including at our contract manufacturers; |
| · | fluctuations in inventory levels in our distribution channels; |
| · | risks related to the use of artificial intelligence in our business; |
| · | our dependence on sophisticated information technology systems and infrastructure, including the use of third-party, cloud-based technologies, and the impact of outages or breaches of the information technology systems and infrastructure we rely on; |
| · | the impact of weather conditions, including those related to climate change, and the availability of natural resources; |
| · | demand, supply and operational challenges associated with the effects of a human disease outbreak, epidemic, pandemic or other widespread public health concern; |
| · | the loss of key personnel or highly skilled employees; |
| · | adverse effects of labor disputes, strikes and/or work stoppages; |
| · | the effect of our substantial indebtedness on our business, including restrictions in our debt agreements that limit our operating flexibility and changes in our credit ratings that lead to higher borrowing expenses and restrict access to credit; |
| · | changes in interest rates that adversely affect our earnings and cash flows; |
| · | risks related to the write-down of goodwill or identifiable intangible assets; |
| · | the lack of availability or significant increases in the cost of raw materials; |
| · | risks related to foreign and domestic economic, political, legal and business environments; |
| · | risks related to foreign currency exchange rate fluctuations; |
| · | risks related to underfunded pension plan liabilities; |
| · | our current plan not to pay dividends and restrictions on our ability to pay dividends; |
| · | the potential impact that actions by activist shareholders could have on the pursuit of our business strategies; |
| · | risks related to tax expense or exposures; |
| · | actions by regulatory bodies, including as a result of their interpretation of studies on product safety; |
| · | the possible slowing or cessation of acceptance and/or adoption of our farm animal sustainability initiatives; |
| · | the impact of increased regulation or decreased governmental financial support related to the raising, processing or consumption of farm animals; |
| · | risks related to tariffs, trade protection measures or other modifications of foreign trade policy; |
| · | the impact of litigation, regulatory investigations and other legal matters, including the risk to our reputation and the risk that our insurance policies may be insufficient to protect us from the impact of such matters; |
| · | challenges to our intellectual property rights or our alleged violation of rights of others; |
| · | misuse, off-label or counterfeiting use of our products; |
| · | unanticipated safety, quality or efficacy concerns and the impact of identified concerns associated with our products; |
| · | insufficient insurance coverage against hazards and claims; |
| · | compliance with privacy laws and security of information; |
| · | risks related to environmental, health and safety laws and regulations; and |
| · | inability to achieve goals or meet expectations of stakeholders with respect to environmental, social and governance matters. |
For additional information about the factors that could cause actual results to differ materially from forward-looking statements, please see the company’s latest Form 10-K and Form 10-Qs filed with the Securities and Exchange Commission. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this press release. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this press release. We caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this press release. Any forward-looking statement made by us in this press release speaks only as of the date thereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.