Eli Lilly 2012 Annual Report Download - page 156

52
Plan category
(a) Number of securities to
be issued upon exercise of
outstanding options,
warrants, and rights
(b) Weighted-average
exercise
price of outstanding
options,
warrants, and rights
(c) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders 27,229,455 $63.89 91,863,392
Equity compensation plan not approved by security holders 12,200 $74.39 —
Total 27,231,655 $63.89 91,863,392
1 Represents shares in the Lilly GlobalShares Stock Plan, which permitted the company to grant stock options to
nonmanagement employees worldwide. The plan is administered by the senior vice president responsible for
human resources. The stock options are nonqualified for U.S. tax purposes. The option price cannot be less than the
fair market value at the time of grant. The options shall not exceed 11 years in duration and shall be subject to
vesting schedules established by the plan administrator. There are provisions for early vesting and early termination
of the options in the event of retirement, disability, and death. In the event of stock splits or other recapitalizations,
the administrator may adjust the number of shares available for grant, the number of shares subject to outstanding
grants, and the exercise price of outstanding grants.
The board recommends that you vote FOR reapproval of the material terms of the performance goals for the
2002 Lilly Stock Plan.
Meeting and Voting Logistics
Additional items of business
We do not expect any items of business other than those above because the deadline for shareholder proposals and
nominations has already passed. Nonetheless, if necessary, the accompanying proxy gives discretionary authority to
the persons named on the proxy with respect to any other matters that might be brought before the meeting. Those
persons intend to vote that proxy in accordance with their best judgment.
Voting
Shareholders as of the close of business on March 1, 2013 (the record date) may vote at the annual meeting. You
have one vote for each share of common stock you held on the record date, including shares:
• held directly in your name as the shareholder of record
• held for you in an account with a broker, bank, or other nominee
• attributed to your account in the 401(k) plan.
If you are a shareholder of record, you may vote your shares in person at the meeting. However, we encourage you
to vote by mail, by telephone, or on the Internet even if you plan to attend the meeting.
Required vote
Below are the vote requirements for the various proposals.
• The five nominees for director will be elected if the votes cast for the nominee exceed the votes cast against the
nominee. Abstentions will not count as votes cast either for or against a nominee.
• The following items of business will be approved if the votes cast for the proposal exceed those cast against the
proposal:
— ratification of the appointment of principal independent auditor;
— advisory approval of executive compensation; and
— reapproval of the material terms of the performance goals for the 2002 Lilly Stock Plan.
Abstentions will not be counted either for or against these proposals.
Quorum
A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the annual meeting.
As of the record date,1,129,678,645 shares of company common stock were issued and outstanding.
Voting by proxy
If you are a shareholder of record, you may vote your proxy by any one of the following methods: