Eli Lilly 2008 Annual Report Download - page 118

PROXY STATEMENT
116116
Equity Compensation Plan Information
The following table presents information as of December 31, 2008, about our other compensation plans under
which shares of Lilly stock have been authorized for issuance.
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
refl ected in (a))
Equity compensation plans approved by security holders 63,429,738 $68.48 87,996,763
Equity compensation plans not approved by security holders 1 8,594,960 $75.76 0 ²
Total 72,024,698 $69.35 87,996,763
1 Represents shares in the Lilly GlobalShares Stock Plan, which permits the company to grant stock options to non-
management employees worldwide. The plan is administered by the senior vice president responsible for human
resources. The stock options are nonqualifi ed 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 outstand-
ing grants, and the exercise price of outstanding grants.
2 The Lilly GlobalShares Stock Plan was terminated in February 2009. No more grants can be made under this plan.
The board recommends that you vote FOR reapproving the material terms of performance goals for the Eli Lilly
and Company Bonus Plan.
Item 5. Shareholder Proposal on Eliminating Supermajority Voting Provisions from the Company’s Articles of
Incorporation and Bylaws
Dana Chatfi eld Jones, 1354 Campus Drive, Berkeley, California 94708, benefi cial owner of approximately
100 shares, has submitted the following proposal:
Simple Majority Vote Standard
RESOLVED, Shareholders request that our board take the steps necessary so that each shareholder voting
requirement in our charter and bylaws, that calls for a greater than simple majority vote, be changed to a major-
ity of the votes cast for and against related proposals in compliance with applicable laws. This proposal applies to
each 80% provision in our charter and bylaws.
Supporting Statement: This proposal is submitted in part to support our Board and management in securing the
necessary vote to adopt the management proposals for annual election of each director, also known as declassify-
ing the board.
In 2007 and 2008 our management recommended that we vote in favor of management proposals for annual
election of each director. But although we responded and management won strong support of 75% and 77% of
shares outstanding it still fell disappointingly short of our 80% threshold.
This Simple Majority Vote proposal will reduce the threshold from 80% to 50% and one vote to adopt annual
election of each director. I believe this proposal will enable our management to secure the vote necessary to adopt
annual election of each director after these two disappointments.
Additionally this proposal topic to adopt simple majority voting received 63% of our yes and no votes at our
2008 annual meeting as a shareholder proposal. This proposal topic also won up to 89% support at the following
companies in 2008:
Whirlpool (WHR) 79%
Lear Corp. (LEA) 88%
Liz Claiborne (LIZ) 89%