Eli Lilly 2008 Annual Report Download - page 125

PROXY STATEMENT
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Appendix A
Proposed Amendments to the Company’s Articles of Incorporation
The changes to the company’s articles of incorporation proposed in Item 3, Items of Business To Be Acted Upon at the
Meeting, are shown below. Additions are indicated by underlining and deletions are indicated by strike-outs.
. . . . .
9. The following provisions are inserted for the management of the business and for the conduct of the affairs of
the Corporation, and it is expressly provided that the same are intended to be in furtherance and not in limitation or
exclusion of the powers conferred by statute:
(a) The number of directors of the Corporation, exclusive of directors who may be elected by the holders of any
one or more series of Preferred Stock pursuant to Article 7(b) (the “Preferred Stock Directors”), shall not be
less than nine, the exact number to be fi xed from time to time solely by resolution of the Board of Directors,
acting by not less than a majority of the directors then in offi ce.
(b) The Prior to the 2010 annual meeting of shareholders, the Board of Directors (exclusive of Preferred Stock
Directors) shall be divided into three classes, with the term of offi ce of one class expiring each year. At the
annual meeting of shareholders in 1985, fi ve directors of the fi rst class shall be elected to hold offi ce for a
term expiring at the 1986 annual meeting, fi ve directors of the second class shall be elected to hold offi ce
for a term expiring at the 1987 annual meeting, and six directors of the third class shall be elected to hold
offi ce for a term expiring at the 1988 annual meeting. Commencing with the annual meeting of shareholders
in 19862010, each class of directors whose term shall then expire shall be elected to hold offi ce for a three
one-year term expiring at the next annual meeting of shareholders. In the case of any vacancy on the Board of
Directors occurring after the 2009 annual meeting of shareholders, including a vacancy created by an increase
in the number of directors, the vacancy shall be fi lled by election of the Board of Directors with the director
so elected to serve for the remainder of the term of the director being replaced or, in the case of an additional
director, for the remainder of the term of the class to which the director has been assigned. until the next
annual meeting of shareholders. All directors shall continue in offi ce until the election and qualifi cation of their
respective successors in offi ce. When the number of directors is changed, any newly created directorships or
any decrease in directorships shall be so assigned among the classes by a majority of the directors then in
offi ce, though less than a quorum, as to make all classes as nearly equal in number as possible. No decrease
in the number of directors shall have the effect of shortening the term of any incumbent director. Election of
directors need not be by written ballot unless the By-laws so provide.
(c) Any director or directors (exclusive of Preferred Stock Directors) may be removed from offi ce at any time,
but only for cause and only by the affi rmative vote of at least 80% of the votes entitled to be cast by holders of
all the outstanding shares of Voting Stock (as defi ned in Article 13 hereof), voting together as a single class.
(d) Notwithstanding any other provision of these Amended Articles of Incorporation or of law which might
otherwise permit a lesser vote or no vote, but in addition to any affi rmative vote of the holders of any particu-
lar class of Voting Stock required by law or these Amended Articles of Incorporation, the affi rmative vote of
at least 80% of the votes entitled to be cast by holders of all the outstanding shares of Voting Stock, voting
together as a single class, shall be required to alter, amend or repeal this Article 9.
. . . . .