Eli Lilly 2009 Annual Report Download - page 99

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Notice of 2010 Annual Meeting and Proxy Statement
March 8, 2010
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders on Monday, April 19, 2010, 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 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 4.
I look forward to seeing you at the meeting.
John C. Lechleiter, Ph.D.
Chairman, President, and Chief Executive Officer
Important notice regarding the availability of proxy materials for the shareholder meeting to be held April 19, 2010:
The annual report and proxy statement are available at http://www.lilly.com/pdf/lillyar2009.pdf
Notice of Annual Meeting of Shareholders
April 19, 2010
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 19, 2010, at 11:00 a.m. EDT for the following purposes:
• to elect five 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 2010
• to approve amendments to the articles of incorporation to provide for annual election of all directors
• to approve amendments to the articles of incorporation to eliminate all supermajority voting requirements
• to consider and vote on a shareholder proposal requesting that the board amend the bylaws to allow holders
of 10 percent of the outstanding shares of stock to call special meetings of shareholders
• to consider and vote on a shareholder proposal requesting that the board of directors adopt a policy of
prohibiting CEOs from serving on the compensation committee of the board
• 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 officers at the annual meeting of
shareholders
• to consider and vote on a shareholder proposal requesting that the compensation committee of the board of
directors establish a policy requiring senior executives to retain equity awards until two years after leaving
the company.
Shareholders of record at the close of business on February 12, 2010, 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 financial community. A page at the back of this report 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 voter card are being mailed
on or about March 8, 2010.
By order of the board of directors,
James B. Lootens
Secretary
March 8, 2010
Indianapolis, Indiana
1
PROXY STATEMENT