Eli Lilly 2010 Annual Report Download - page 151

PROXY STATEMENT
Appendix A
Proposed Amendments to the Company’s Articles of Incorporation
Proposed changes to the company’s articles of incorporation are shown below related to Items 5 and 6, “Items of
Business To Be Acted Upon at the Meeting.” The changes shown to Article 9(b) will be effective if “Item 5. Proposal to
Amend the Company’s Articles of Incorporation to Provide for Annual Election of All Directors” (pages 52-53)
receives the vote of at least 80 percent of the outstanding shares. The changes to Articles 9(c), 9(d), and 13 will be
effective if “Item 6. Proposal to Amend the Company’s Articles of Incorporation to Eliminate All Supermajority Voting
Requirements” (pages 53-54) receives the vote of at least 80 percent of the outstanding shares. Additions are
indicated by underlining and deletions are indicated by strike-outs.
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9. The following provisions are inserted for the management of the business and for the conduct of the affairs of the
Corporation, and it is expressly provided that the same are intended to be in furtherance and not in limitation or
exclusion of the powers conferred by statute:
(a) The number of directors of the Corporation, exclusive of directors who may be elected by the holders of any
one or more series of Preferred Stock pursuant to Article 7(b) (the “Preferred Stock Directors”), shall not be
less than nine, the exact number to be fixed from time to time solely by resolution of the Board of Directors,
acting by not less than a majority of the directors then in office.
(b) The Prior to the 2012 annual meeting of directors, the Board of Directors (exclusive of Preferred Stock
Directors) shall be divided into three classes, with the term of office of one class expiring each year. At the
annual meeting of shareholders in 1985, five directors of the first class shall be elected to hold office for a term
expiring at the 1986 annual meeting, five directors of the second class shall be elected to hold office for a term
expiring at the 1987 annual meeting, and six directors of the third class shall be elected to hold office for a term
expiring at the 1988 annual meeting. Commencing with the annual meeting of shareholders in 19862012, each
class of directors whose term shall then expire shall be elected to hold office for a three one-year term expiring
at the next annual meeting of shareholders. In the case of any vacancy on the Board of Directors, including a
vacancy created by an increase in the number of directors, the vacancy shall be filled by election of the Board of
Directors with the director so elected to serve for the remainder of the term of the director being replaced or, in
the case of an additional director, for the remainder of the term of the class to which the director has been
assigned. until the next annual meeting of shareholders. All directors shall continue in office until the election
and qualification of their respective successors in office. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be so assigned among the classes by a majority of
the directors then in office, though less than a quorum, as to make all classes as nearly equal in number as
possible. No decrease in the number of directors shall have the effect of shortening the term of any incumbent
director. Election of directors need not be by written ballot unless the By-laws so provide.
(c) Any director or directors (exclusive of Preferred Stock Directors) may be removed from office at any time, but
only for cause and only by the affirmative vote of at least 80% of the votes entitled to be cast by holders of all the
outstanding shares a majority of votes cast by the holders of Voting Stock (as defined in Article 13 hereof), voting
together as a single class.
(d) Notwithstanding any other provision of these Amended Articles of Incorporation or of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular
class of Voting Stock required by law or these Amended Articles of Incorporation, the affirmative vote of at least
80% of the votes entitled to be cast by holders of all the outstanding shares of Voting Stock, voting together as a
single class, shall be required to alter, amend or repeal this Article 9.
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13. In addition to all other requirements imposed by law and these Amended Articles and except as otherwise
expressly provided in paragraph (c) of this Article 13, none of the actions or transactions listed in paragraph (a)
below shall be effected by the Corporation, or approved by the Corporation as a shareholder of any majority-owned
subsidiary of the Corporation if, as of the record date for the determination of the shareholders entitled to vote
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