Eli Lilly 2007 Annual Report Download - page 104

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PROXY STATEMENT
102102
Principal Holders of Stock
To the best of the company’s knowledge, the only benefi cial owners of more than 5 percent of the outstanding
shares of the company’s common stock are the shareholders listed below:
Number of Shares Percent of
Name and Address Benefi cially Owned Class
Lilly Endowment, Inc. (the “Endowment”) 137,505,804 12.1%
2801 North Meridian Street (as of 2/4/08)
Indianapolis, Indiana 46208
Capital World Investors 80,085,190 7.1%
333 South Hope Street (as of 12/31/07)
Los Angeles, California 90071
Wellington Management Company, LLP 67,709,168 6.0%
75 State Street (as of 12/31/07)
Boston, Massachusetts 02109
The Endowment has sole voting and sole investment power with respect to its shares. The board of directors of the
Endowment is composed of Mr. Thomas M. Lofton, chairman; Mr. N. Clay Robbins, president; Mrs. Mary K. Lisher;
Drs. Otis R. Bowen and William G. Enright; and Messrs. Daniel P. Carmichael, Eli Lilly II, and Eugene F. Ratliff
(Emeritus Director). Each of the directors is, either directly or indirectly, a shareholder of the company.
Capital World Investors is a division of Capital Research and Management Company. It has sole voting power
with respect to 4,350,000 shares (approximately 0.38 percent of shares outstanding) and sole investment power
with respect to all of its shares.
Wellington Management Company, LLP acts as investment advisor to various clients. It has shared voting
power with respect to 21,625,613 shares (approximately 1.9 percent of shares outstanding) and shared investment
power with respect to all of its shares.
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 2011. 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:
• Michael L. Eskew
• Alfred G. Gilman, M.D., Ph.D.
• Karen N. Horn, Ph.D.
• John C. Lechleiter, Ph.D.
Biographical information about these nominees may be found on pages 65–66 of this proxy statement. Information
about certain legal matters may be found on page 115.
Item 2. Proposal to Ratify the Appointment of Principal Independent Auditors
The audit committee has appointed the fi rm of Ernst & Young LLP as principal independent auditors for the com-
pany for the year 2008. In accordance with the bylaws, this appointment is being submitted to the shareholders for
ratifi cation. Ernst & Young served as the principal independent auditors for the company in 2007. Representatives
of Ernst & Young are expected to be present at the annual meeting and will be available to respond to questions.
Those representatives will have the opportunity to make a statement if they wish to do so.