Eli Lilly 2015 Annual Report Download - page 140

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existing committees.
• If a director is involved in the transaction, he or she will be recused from all discussions and decisions
about the transaction.
• The transaction must be approved in advance whenever practicable, and if not practicable, must be
ratified as promptly as practicable.
• The Board or relevant committee will review the transaction annually to determine whether it
continues to be in the company’s best interests.
The Directors and Corporate Governance Committee has approved the following employment relationships
which are considered related-party transactions under the SEC rules.
We have three current employees who are relatives of executive officers. Dr. John Bamforth, vice president,
chief marketing officer, Lilly Bio-Medicines, is the spouse of Dr. Susan Mahony, an executive officer. Myles
O’Neill, senior vice president, global drug products, is the spouse of Dr. Fionnuala Walsh, an executive officer.
Finally, Andrew Lechleiter, advisor, strategy and operations, Amyvid, is the son of Dr. John Lechleiter, Lilly's
CEO. For 2015, these three employees received compensation, including cash compensation, and, in the
case of Dr. Bamforth and Mr. O'Neill, equity grants, of between $176,000 and $1.5 million.
All three individuals participate in the company’s benefit programs generally available to U.S. employees.
Their compensation is consistent with the compensation paid to other employees at their levels and with the
Company's overall compensation principles based on their years of experience, performance, and positions
within the company.
Communication with the Board of Directors
You may send written communications to one or more members of the Board, addressed to:
Board of Directors
Eli Lilly and Company
c/o Corporate Secretary
Lilly Corporate Center
Indianapolis, IN 46285
Shareholder Engagement on Governance Issues
Each year, the company engages large shareholders and other key constituents to discuss key areas of
interest or concern related to corporate governance, as well as any specific issues for the coming proxy
season. In 2015, we spoke with a number of our largest investors. Issues discussed included shareholders'
perspectives regarding a potential management proposal to eliminate the company's classified board and
supermajority voting requirements, proxy access, board composition and recruitment, and the company's
executive compensation, among other topics. The overall tone from these conversations was positive and the
investors with whom we spoke were generally supportive of our overall compensation and governance
policies. We have shared the feedback we received from these conversations with our Compensation
Committee and Directors and Corporate Governance Committee. We are committed to continuing to engage
with our investors to ensure their diverse perspectives are thoughtfully considered.
Prior Management Proposals to Eliminate Classified Board and Supermajority Voting Requirements
Between 2007 and 2012, each year we submitted management proposals to eliminate the company's
classified board structure. The proposals did not pass because they failed to receive a “supermajority vote” of
80 percent of the outstanding shares, as required in the company's articles of incorporation. In addition, in
2010, 2011, 2012, we submitted management proposals to eliminate the supermajority voting requirements
themselves. Those proposals also fell short of the required 80 percent vote.
Prior to 2012, these proposals received support ranging from 72 to 77 percent of the outstanding shares. In
2012, the vote was even lower, approximately 63 percent of the outstanding shares, driven in part by a 2012
NYSE rule revision prohibiting brokers from voting their clients' shares on corporate governance matters