Eli Lilly 2013 Annual Report Download - page 150

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the proxy statement. As described in the "Compensation Discussion and Analysis" section, above, and
elsewhere in this proxy statement, we believe our compensation philosophy is designed to attract and retain
highly-talented individuals and motivate them to create long-term shareholder value by achieving top-tier
corporate performance while embracing the company’s values of integrity, excellence, and respect for people.
The Compensation Committee and the Board of Directors believe that our executive compensation aligns well
with our philosophy and with corporate performance. Executive compensation is an important matter for our
shareholders. We routinely review our compensation practices and engage in ongoing dialog with our
shareholders in order to ensure our practices are aligned with stakeholder interests and reflect best practices.
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 CD&A, the compensation tables, and related
narratives. As an advisory vote, this proposal is not binding on the company. However, the Compensation
Committee values input from shareholders and will consider the outcome of the vote when making future
executive compensation decisions.
Board Proposal on Item 3
The Board recommends that you vote FOR the approval, on an advisory basis, of the compensation
paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including
the CD&A, the compensation tables, and related narratives in this proxy statement.
Meeting and Voting Logistics
Additional items of business
We do not expect any items of business other than those above because the deadline for shareholder
proposals and nominations has passed. Nonetheless, if necessary, the accompanying proxy gives
discretionary authority to the persons named on the proxy with respect to any other matters that might be
brought before the meeting. Those persons intend to vote that proxy in accordance with their best judgment.
Voting
Shareholders as of the close of business on February 28, 2014 (the record date) may vote at the annual
meeting. You have one vote for each share of common stock you held on the record date, including shares:
• held directly in your name as the shareholder of record
• held for you in an account with a broker, bank, or other nominee
• attributed to your account in the 401(k) plan.
If you are a shareholder of record, you may vote your shares in person at the meeting. However, we
encourage you to vote by mail, by telephone, or on the Internet even if you plan to attend the meeting.
Required vote
Below are the vote requirements for the various proposals.
• The five nominees for director will be elected if the votes cast for the nominee exceed the votes cast
against the nominee. Abstentions will not count as votes cast either for or against a nominee.
• The following items of business will be approved if the votes cast for the proposal exceed those cast
against the proposal:
• ratification of the appointment of principal independent auditor; and
• advisory approval of executive compensation.
Abstentions will not be counted either for or against these proposals.
Quorum
A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the annual
meeting. As of the record date, 1,119,757,288 shares of company common stock were issued and
outstanding.