Eli Lilly 2015 Annual Report Download - page 173

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includes a section on “Upholding Human Rights throughout the Supply Chain” and outlines our investments in our
employees and their well-being. This report also includes information on our diversity initiatives.
As our 2012-2013 Corporate Responsibility report notes: “In mid-2012, Lilly, in conjunction with the other
participating companies of PSCI [Pharmaceutical Supply Chain Initiative], began developing baseline supplier
questionnaires that address not only compliance with HSE standards, but also human rights and ethics. We also
began collaboration with PSCI to conduct joint industry audits of selected suppliers. These on-site audits are aimed
at assessing and verifying the adherence of our suppliers to high standards in HSE performance, human rights, and
ethics.”
This proposal requests that the Board review our guidelines for selecting countries/regions for our operations and
that we issue a report outlining criteria for operating in high-risk regions. Given our publicly stated commitments to
global health, diversity and inclusion, and human rights, we do not believe this report would provide new meaningful
information for the company or its shareholders.
Board Recommendation on Item 4
The Board recommends that you vote AGAINST this proposal.
Other Information
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 26, 2016 (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.
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:
• advisory approval of executive compensation;
• ratification of the appointment of principal independent auditor; and
• shareholder proposal seeking a report regarding how we select the countries in which we operate.
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, 1,104,492,346 shares of company common stock were issued and outstanding.
Other Information