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, 2026

 

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.)

 

450 Elanco Circle Indianapolis, Indiana (Address of principal executive offices)

46221 (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 21, 2026. Voting results for each matter submitted to a vote at the 2026 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 2027 annual meeting of shareholders and until their respective successors are elected and qualified, by the votes set forth in the table below.

 

Class I Nominees		For				Against				Abstain				Broker Non-Votes
Kapila K. Anand			375,459,071				91,840,502				655,918				15,365,167
Paul Herendeen			441,252,058				26,575,629				127,804				15,365,167

 

Class II Nominees		For				Against				Abstain				Broker Non-Votes
Michael Harrington			373,406,333				94,421,261				127,897				15,365,167
Lawrence Kurzius			442,964,897				24,863,542				127,052				15,365,167
Kirk McDonald			440,842,458				26,978,663				134,370				15,365,167

 

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2026, by the votes set forth in the table below.

 

For			Against				Abstain
480,470,647				2,611,450				238,561

 

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
383,528,222				84,173,798				253,471				15,365,167

 

 

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 27, 2026	By:	/s/ Shiv O’Neill
		Name:  Shiv O’Neill
		Title:  Executive Vice President, General Counsel and Corporate Secretary