Eli Lilly 2011 Annual Report Download - page 141

PROXY STATEMENT
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 meet-
ing of shareholders held in 2015. 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 proxy may be voted for a substitute director.
The board recommends that you vote FOR each of the following nominees:
• Katherine Baicker, Ph.D.
• J. Erik Fyrwald
• Ellen R. Marram
• Douglas R. Oberhelman
Biographical information about these nominees and a statement of their qualifications may be found in the “Director
Biographies” section.
Item 2. Proposal to Ratify the Appointment of Principal Independent Auditor
The audit committee has appointed the firm of Ernst & Young LLP as principal independent auditor for the company
for the year 2012. In accordance with the bylaws, this appointment is being submitted to the shareholders for rat-
ification. Ernst & Young served as the principal independent auditor for the company in 2011. 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.
The board recommends that you vote FOR ratifying the appointment of Ernst & Young LLP as principal
independent auditor for 2012.
Item 3. Advisory Vote on Compensation Paid to Named Executive Officers
Our compensation philosophy is designed to attract and retain highly-talented individuals and motivate them to cre-
ate long-term shareholder value by achieving top-tier corporate performance while embracing the company’s values
of integrity, excellence, and respect for people. Our programs seek to:
• closely link compensation with company performance and individual performance
• foster a long-term focus
• reflect the market for pharmaceutical talent
• be efficient and egalitarian
• appropriately mitigate risk.
The compensation committee and the board of directors believe that our executive compensation aligns well
with our philosophy and with corporate performance. We urge shareholders to read the “Compensation Discussion
and Analysis” section of this proxy statement for a more detailed discussion of our executive compensation pro-
grams and how they reflect our philosophy and are linked to company performance.
Executive compensation is an important matter for our shareholders. We have a strong record of engagement
with shareholders on compensation matters and have made a number of changes to our programs and disclosures
in response to shareholder input, including several enhancements discussed in the “Compensation Discussion and
Analysis.”
We request shareholder approval, on an advisory basis, of the compensation of the company’s named executive
officers as disclosed in this proxy statement in the “Compensation Discussion and Analysis,” the compensation
tables, and related narratives. As an advisory vote, this proposal is not binding on the company. However, the com-
pensation committee values input from shareholders and will consider the outcome of the vote when making future
executive compensation decisions.
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