Eli Lilly 2008 Annual Report Download - page 70

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PROXY STATEMENT
6868
Notice of 2009 Annual Meeting and Proxy Statement
March 9, 2009
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders on Monday, April 20, 2009, at the Lilly Center
Auditorium, Lilly Corporate Center, Indianapolis, Indiana, at 11:00 a.m. EDT.
The notice of meeting and proxy statement that follow describe the business we will consider at the meeting.
Your vote is very important. I urge you to vote by mail, by telephone, or on the Internet in order to be certain your
shares are represented at the meeting, even if you plan to attend.
Please note our procedures for admission to the meeting described on page 71.
I look forward to seeing you at the meeting.
John C. Lechleiter, Ph.D.
Chairman, President, and Chief Executive Offi cer
Important notice regarding the availability of proxy materials for the shareholder meeting to be held April 20, 2009:
The annual report and proxy statement are available at http://www.lilly.com/pdf/lillyar2008.pdf
Notice of Annual Meeting of Shareholders
April 20, 2009
The annual meeting of shareholders of Eli Lilly and Company will be held at the Lilly Center Auditorium, Lilly
Corporate Center, Indianapolis, Indiana, on Monday, April 20, 2009, at 11:00 a.m. EDT for the following purposes:
• to elect four directors of the company to serve three-year terms
• to ratify the appointment by the audit committee of Ernst & Young LLP as principal independent auditor for the
year 2009
• to approve amendments to the articles of incorporation to provide for annual election of all directors
• to reapprove the material terms of performance goals for the Eli Lilly and Company Bonus Plan
• to consider and vote on a shareholder proposal requesting that the board eliminate all supermajority voting
provisions from the company’s articles of incorporation and bylaws
• to consider and vote on a shareholder proposal requesting that the company amend its articles of incorporation
to allow shareholders to amend the company’s bylaws by majority vote
• to consider and vote on a shareholder proposal requesting that the board of directors adopt a policy of asking
shareholders to ratify the compensation of named executive offi cers at the annual meeting of shareholders.
Shareholders of record at the close of business on February 13, 2009, will be entitled to vote at the meeting
and at any adjournment of the meeting.
Attendance at the meeting will be limited to shareholders, those holding proxies from shareholders, and
invited guests from the media and fi nancial community. A page at the back of this proxy statement contains an
admission ticket. If you plan to attend the meeting, please bring this ticket with you.
This combined proxy statement and annual report to shareholders and the proxy are being mailed on or about
March 9, 2009.
By order of the board of directors,
James B. Lootens
Secretary
March 9, 2009
Indianapolis, Indiana