Eli Lilly 2012 Annual Report Download - page 152

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48
Principal Holders of Stock
To the best of the company’s knowledge, the only beneficial owners of more than 5 percent of the outstanding
shares of the company’s common stock, as of December 31, 2012, are the shareholders listed below:
Name and Address Number of Shares
Beneficially Owned Percent of Class
Lilly Endowment, Inc. (the Endowment)
2801 North Meridian Street
Indianapolis, Indiana 46208 135,670,804 11.8%
BlackRock, Inc.
40 East 52nd Street
New York, New York 10022
63,874,976 5.5%
The Endowment has sole voting and sole investment power with respect to its shares. The board of directors of the
Endowment is composed of Thomas M. Lofton, chairman; N. Clay Robbins, president; Mary K. Lisher; Otis R.
Bowen, emeritus director; William G. Enright; Daniel P. Carmichael; Charles E. Golden; Eli Lilly II; David N. Shane;
and Rev. Dr. Craig R. Dykstra. Each of the Endowment board members, with the exception of Rev. Dykstra, is either
directly or indirectly, a shareholder of the company.
BlackRock, Inc. provides investment management services for various clients. It has sole voting and sole
investment power with respect to 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 2016. 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.
The board recommends that you vote FOR each of the following nominees:
• Ralph Alvarez
• Sir Winfried Bischoff
• R. David Hoover
• Franklyn G. Prendergast, M.D., Ph.D.
• Kathi P. Seifert
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 believes that the continued retention of Ernst & Young LLP to serve as the company's
independent external auditor is in the best interests of the company and its investors, and has therefore appointed
the firm of Ernst & Young LLP as principal independent auditor for the company for the year 2013. In accordance
with the bylaws, this appointment is being submitted to the shareholders for ratification.
Ernst & Young LLP served as the principal independent auditor for the company in 2012. Representatives of Ernst &
Young LLP 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 2013.
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