Eli Lilly 2012 Annual Report Download - page 157

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• On the Internet. You may vote online at www.proxyvote.com. Follow the instructions on your proxy card or
notice. If you received these materials electronically, follow the instructions in the e-mail message that notified
you of their availability. Voting on the Internet has the same effect as voting by mail. If you vote on the Internet,
do not return your proxy card.
• By mail. Sign and date each proxy card you receive and return it in the prepaid envelope. Sign your name exactly
as it appears on the proxy. If you are signing in a representative capacity (for example, as an attorney-in-fact,
executor, administrator, guardian, trustee, or the officer or agent of a corporation or partnership), please
indicate your name and your title or capacity. If the stock is held in custody for a minor (for example, under the
Uniform Transfers to Minors Act), the custodian should sign, not the minor. If the stock is held in joint
ownership, one owner may sign on behalf of all owners. If you return your signed proxy but do not indicate your
voting preferences, we will vote on your behalf with the board’s recommendations.
If you did not receive a proxy card in the materials you received from the company and you wish to vote by mail
rather than by telephone or on the Internet, you may request a paper copy of these materials and a proxy card
by calling 317-433-5112. If you received a notice or an e-mail message notifying you of the electronic availability
of these materials, please provide the control number, along with your name and mailing address.
• By telephone. Shareholders in the U.S., Puerto Rico, and Canada may vote by telephone by following the
instructions on your proxy card or notice. If you received these materials electronically, follow the instructions
in the e-mail message that notified you of their availability. Voting by telephone has the same effect as voting by
mail. If you vote by telephone, do not return your proxy card.
You have the right to revoke your proxy at any time before the meeting by (i) notifying the company’s secretary in
writing, or (ii) delivering a later-dated proxy via the Internet, by mail, or by telephone. If you are a shareholder of
record, you may also revoke your proxy by voting in person at the meeting.
Voting shares held by a broker
If your shares are held by a broker, the broker will ask you how you want your shares to be voted. You may instruct
your broker or other nominee to vote your shares by following instructions that the broker or nominee provides to
you. Most brokers offer voting by mail, by telephone, and on the Internet.
If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two
things can happen, depending on the type of proposal. For the ratification of the auditor, the broker may vote your
shares in its discretion. For all other proposals, the broker may not vote your shares at all.
Voting shares held in the 401(k) plan
You may instruct the plan trustee on how to vote your shares in the 401(k) plan via the Internet, by mail, or by
telephone as described above, except that, if you vote by mail, the card that you use will be a voting instruction card
rather than a proxy card.
In addition, unless you decline, your vote will apply to a proportionate number of other shares held by participants in
the 401(k) plan for which voting directions are not received (except for a small number of shares from a prior stock
ownership plan, which can be voted only on the directions of the participants to whose accounts the shares are
credited).
All participants are named fiduciaries under the terms of the 401(k) plan and under the Employee Retirement
Income Security Act (ERISA) for the limited purpose of voting shares credited to their accounts and the portion of
undirected shares to which their vote applies. Under ERISA, fiduciaries are required to act prudently in making
voting decisions.
If you do not want to have your vote applied to the undirected shares, you must so indicate when you vote.
Otherwise, the trustee will automatically apply your voting preferences to the undirected shares proportionally with
all other participants who elected to have their votes applied in this manner.
If you do not vote, your shares will be voted by other plan participants who have elected to have their voting
preferences applied proportionally to all shares for which voting instructions are not otherwise received.
Proxy cards and notices
If you received more than one proxy card, notice, or e-mail related to proxy materials, you hold shares in more than
one account. To ensure that all your shares are voted, sign and return each card. Alternatively, if you vote by