Elanco Animal Health Incorporated : Material Event - Form 8-K
January 14, 2022 at 08:22 am EST
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 11, 2022
Elanco Animal Health Incorporated
(Exact name of registrant as specified in its charter)
Indiana
001-38661
82-5497352
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
2500 Innovation Way
Greenfield, Indiana
(Address of principal executive offices)
46140
(Zip Code)
Registrant's telephone number, including area code: (877) 352-6261
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common stock, no par value
ELAN
New York Stock Exchange
5.00% Tangible Equity Units
ELAT
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01
Other Events.
On January 11, 2022, the Board of Directors (the "Board") of Elanco Animal Health Incorporated (the "Company"), on the recommendation of its Nominating and Corporate Governance Committee, determined to: (1) develop new "proxy access" provisions permitting eligible shareholders who qualify to nominate up to a specified number of their own director candidates using the Company's proxy statement beginning with the 2023 annual meeting of shareholders, subject to customary conditions and requirements, including a 3-year holding period and 3 percent ownership requirements among other safeguards and (2) put forward for shareholder approval at the Company's 2022 annual meeting of shareholders a Board-sponsored and recommended proposal to remove the supermajority two-thirds of outstanding shares voting requirements set forth in the Company's governing documents and replace them with a majority standard.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Elanco Animal Health Incorporated
Date: January 14, 2022
By:
/s/ Marcela Kirberger
Name: Marcela Kirberger
Title: Executive Vice President, General Counsel and Corporate Secretary
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Elanco Animal Health Inc. published this content on 14 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 January 2022 13:21:01 UTC.
Elanco Animal Health Incorporated is an animal health company. The Company is focused on delivering products and services to prevent and treat disease in farm animals and pets. Its diverse, durable product portfolio serves animals across many species, primarily: dogs, cats and cattle, poultry, swine, and sheep. It offers products in two primary categories: Pet Health and Farm Animal. Its Pet Health portfolio is focused on parasiticides, vaccines and therapeutics. Its Pet Health portfolio has products that protect pets from fleas, ticks and internal parasites. Its Farm Animal portfolio of products is primarily focused on cattle, swine, and poultry. Its Pet Health products include Advantage Family, Atopica, Claro/ Neptra, Credelio Family, Drontal Family, Galliprant, Interceptor Plus, Milbemax, Onsior, Seresto, Trifexis, and TruCan. Its Farm Animal products include AviPro, Baycox, Catosal, Comforta, Denagard, Experior, Hemicell, Maxiban, Monteban, Pulmotil, Rumensin, and others.