Eli Lilly 2005 Annual Report Download - page 88

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PROX Y S TATEM ENT
8686
Items of Business to Be Acted Upon at the Meeting
Item 1. Election of Directors
Under the company’s articles of incorporation, the board is divided into three classes with approximately one-third
of the directors standing for election each year. The term for directors elected this year will expire at the annual
meeting of shareholders held in 2009. Each of the nominees listed below has agreed to serve that term. If any
director is unable to stand for election, the board may, by resolution, provide for a lesser number of directors or
designate a substitute. In the latter event, shares represented by proxies may be voted for a substitute director.
The board recommends that you vote FOR each of the following nominees:
• Martin S. Feldstein, Ph.D.
• J. Erik Fyrwald
• Ellen R. Marram
• Sidney Taurel
Biographical information about these nominees can be found on pages 64–65 of this proxy statement.
Item 2. Proposal to Ratify the Appointment of Principal Independent Auditors
The audit committee has appointed the firm of Ernst & Young LLP as principal independent auditors for the com-
pany for the year 2006. In accordance with the bylaws, this appointment is being submitted to the shareholders for
ratification. Ernst & Young served as the principal independent auditors for the company in 2005. Representatives
of Ernst & Young are expected to be present at the annual meeting and will be available to respond to appropriate
questions. Those representatives will have the opportunity to make a statement if they wish to do so.
The board recommends that you vote FOR ratifying the appointment of Ernst & Young LLP as principal indepen-
dent auditors for 2006.
Item 3. Shareholder Proposal Regarding Care and Use of Animals
Meredith Page, on behalf of People for the Ethical Treatment of Animals (PETA), 501 Front Street, Norfolk, Virginia
23510, beneficial owner of approximately 100 shares, has submitted the following proposal.
The board recommends that you vote AGAINST this proposal.
WHEREAS, the Company conducts tests on animals as part of its product research and development; and
WHEREAS, the Company also retains independent laboratories to conduct tests on animals as part of product
research and development; and
WHEREAS, Covance Inc. is an independent laboratory testing facility that the Company has retained to perform
animal-based testing; and
WHEREAS, abuses of animals at Covance have been recently revealed and disclosed by the media; and
WHEREAS, the Company has an Animal Care and Use Policy posted on its website;
NOW THEREFORE,
BE IT RESOLVED,
that the shareholders request that the Board issue a report to shareholders on the feasibility of
amending the Company’s Animal Care and Use Policy to ensure (a) that it extends to all contract laboratories and
is reviewed with such outside laboratories on a regular basis, and (b) superior standards of care for animals who
continue to be used for these purposes, both by the Company itself and by all independently retained laboratories,
including provisions to ensure that animals’ psychological, social and behavioral needs are met. Further, the share-
holders request that the Board issue an annual report to shareholders on the extent to which in-house and contract
laboratories are adhering to this policy, including the implementation of the psychological enrichment measures.
Statement of Support: A number of pharmaceutical companies have adopted and prominently published animal
welfare policies on their websites relating to the care of animals used in product research and development. Eli
Lilly as an industry leader is commended for its recognition of an “ethical and scientific obligation to ensure the
appropriate treatment of animals used in research …”1