Eli Lilly 2011 Annual Report Download - page 148

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PROXY STATEMENT
By telephone. Shareholders in the U.S., Puerto Rico, and Canada may vote by telephone by following the instructions
on your proxy card or notice. If you received these materials electronically, follow the instructions in the e-mail
message that notified you of their availability. Voting by telephone has the same effect as voting by mail. If you vote by
telephone, do not return your proxy card. Telephone voting will be available until 11:59 p.m. EDT, April 15, 2012.
Voting shares held by a broker
If your shares are held by a broker, the broker will ask you how you want your shares to be voted. You may instruct
your broker or other nominee to vote your shares by following instructions that the broker or nominee provides to
you. Most brokers offer voting by mail, by telephone, and on the Internet.
If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of
two things can happen, depending on the type of proposal. For the ratification of the auditor, the broker may vote
your shares in its discretion. For all other proposals, the broker may not vote your shares at all.
Voting shares held in the 401(k) plan
You may instruct the plan trustee on how to vote your shares in the 401(k) plan via the Internet, by mail, or by tele-
phone as described above, except that, if you vote by mail, the card that you use will be a voting instruction card
rather than a proxy card.
In addition, unless you decline, your vote will apply to a proportionate number of other shares held in the 401(k)
plan for which voting directions are not received. These undirected shares include:
• shares credited to the accounts of participants who do not return their voting instructions (except for a small
number of shares from a prior stock ownership plan, which can be voted only on the directions of the partic-
ipants to whose accounts the shares are credited)
• shares held in the plan that are not yet credited to individual participants’ accounts.
All participants are named fiduciaries under the terms of the 401(k) plan and under the Employee Retirement
Income Security Act (ERISA) for the limited purpose of voting shares credited to their accounts and the portion of
undirected shares to which their vote applies. Under ERISA, fiduciaries are required to act prudently in making vot-
ing decisions.
If you do not want to have your vote applied to the undirected shares, you must so indicate when you vote.
Otherwise, the trustee will automatically apply your voting preferences to the undirected shares proportionally with
all other participants who elected to have their votes applied in this manner.
If you do not vote, your shares will be voted by other plan participants who have elected to have their voting pref-
erences applied proportionally to all shares for which voting instructions are not otherwise received.
Proxy cards and notices
If you received more than one proxy card, notice, or e-mail related to proxy materials, you hold shares in more than
one account. To ensure that all your shares are voted, sign and return each card. Alternatively, if you vote by tele-
phone or on the Internet, you will need to vote once for each proxy card, notice, or e-mail you receive. If you do not
receive a proxy card, you may have elected to receive your proxy statement electronically, in which case you should
have received an e-mail with directions on how to access the proxy statement and how to vote your shares. If you
wish to request a paper copy of these materials and a proxy card, please call 317-433-5112.
Vote tabulation
Votes are tabulated by an independent inspector of election, IVS Associates, Inc.
Attending the annual meeting
All shareholders as of the record date may attend by presenting the admission ticket that appears at the end of this
proxy statement. Please fill it out and bring it with you to the meeting. The meeting will be held at the Lilly Center
Auditorium. Please use the Lilly Center entrance to the south of the fountain at the intersection of Delaware and
McCarty streets. You will need to pass through security, including a metal detector. Present your ticket to an usher
at the meeting.
Parking will be available on a first-come, first-served basis in the garage indicated on the map at the end of this
report. If you have questions about admittance or parking, you may call 317-433-5112.
The 2013 annual meeting
The company’s 2013 annual meeting is currently scheduled for May 6, 2013.
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