Eli Lilly 2013 Annual Report Download - page 151

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53
Voting by proxy
If you are a shareholder of record, you may vote your proxy by any one of the following methods:
On the Internet. You may vote online at www.proxyvote.com. Follow 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 on the Internet has the same effect as voting by
mail. If you vote on the Internet, do not return your proxy card.
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.
By mail. Sign and date each proxy card you receive and return it in the prepaid envelope. Sign your
name exactly as it appears on the proxy. If you are signing in a representative capacity (for example,
as an attorney-in-fact, executor, administrator, guardian, trustee, or the officer or agent of a
corporation or partnership), please indicate your name and your title or capacity. If the stock is held in
custody for a minor (for example, under the Uniform Transfers to Minors Act), the custodian should
sign, not the minor. If the stock is held in joint ownership, one owner may sign on behalf of all owners.
If you return your signed proxy but do not indicate your voting preferences, we will vote on your behalf
with the Board’s recommendations.
If you did not receive a proxy card in the materials you received from the company and you wish to
vote by mail rather than by telephone or on the Internet, you may request a paper copy of these
materials and a proxy card by calling 317-433-5112. If you received a notice or an e-mail message
notifying you of the electronic availability of these materials, please provide the control number, along
with your name and mailing address.
You have the right to revoke your proxy at any time before the meeting by (i) notifying the company’s
secretary in writing, or (ii) delivering a later-dated proxy via the Internet, by mail, or by telephone. If you are a
shareholder of record, you may also revoke your proxy by voting in person at the meeting.
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
telephone as described above, except that, if you vote by mail, the card that you use will be a voting
instruction form rather than a proxy card.
In addition, unless you decline, your vote will apply to a proportionate number of other shares held by
participants in the 401(k) plan for which voting directions are not received (except for a small number of
shares from a prior stock ownership plan, which can be voted only on the directions of the participants to
whose accounts the shares are credited).
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 voting decisions.