ELI LILLY & Co
Shareholder Proposals
Item 6
Adopt a policy and amend the bylaws to require the Board Chair be an independent director.
Requests the board adopt a policy and amend the bylaws so that, whenever possible, the board chair must be an independent director, with a prospective phase-in at the next CEO transition and a waiver if no independent director is available. The proposal also asks that if an independent chair loses independence, the board appoint a new independent chair within a reasonable time. Proponents argue an independent chair strengthens board oversight and reduces conflicts of interest between CEO and board, citing investor preference data and recent legal/regulatory controversies involving the company. The measure is narrowly focused on board leadership structure and governance processes rather than personnel or compensation.
Item 7
Prepare and publish an annual report disclosing Lilly’s direct and indirect lobbying payments by federal and state, including amounts to trade associations and social welfare groups.
Requests an annual, web-posted report (omitting proprietary data) showing payments used for direct lobbying (federal and by individual state) and payments to trade associations or social welfare groups used for lobbying, including amounts and recipients. The proponent argues current disclosures are fragmented across federal and state filings and often omit amounts for indirect lobbying, making it difficult for shareholders to assess political spending and related risks. The proposal cites the company’s 2024 federal lobbying total and requests consistent disclosure practices comparable to those adopted by many peers and large companies. The report is requested to be produced at reasonable cost and updated annually.