Eli Lilly and Company (NYSE:LLY) held its 2026 annual meeting of shareholders virtually, with Vice President of Sustainability Jim Greffet moderating and Chair, President, and CEO Dave Ricks leading the formal business and post-vote remarks. Greffet opened the meeting with standard notices about forward-looking statements and shareholder participation rules, including how to submit questions through the virtual platform.
Director elections and other ballot items
Ricks said four directors were up for election to terms ending in 2029: Dr. Carolyn Bertozzi, Dr. William Kaelin, Jon Moeller, and Ricks himself. The board also brought forward an advisory “Say on Pay” vote on executive compensation, as well as ratification of Ernst & Young LLP as independent auditor for 2026.
- Proposal 4: Eliminate the classified board structure over the next few years, moving to annual elections for the full board starting with the 2029 annual meeting.
- Proposal 5: Eliminate the requirement that 80% of outstanding shares approve certain corporate actions.
Shareholder proposals focus on governance and lobbying disclosure
The meeting also included two shareholder proposals, each presented by its proponent.
Proposal 6, presented by Lydia Kuykendall on behalf of Mercy Investment Services and co-filers, requested that Lilly adopt a policy and amend its bylaws as necessary to require an independent board chair. Kuykendall argued that Lilly faces “substantial financial, legal, and reputational risks” stemming from allegations of anti-competitive pricing behavior in insulin and GLP-1 markets, and said the company is involved in enough legal proceedings that its 10-K lists categories of litigation rather than all matters individually.
Kuykendall said an independent chair would “eliminate structural conflicts of interest” inherent in combining the CEO and chair roles and would improve board oversight. She also cited what she described as a governance concern related to insider ownership, stating that Lilly’s largest shareholder is the company’s foundation, which she said dilutes outside shareholders’ voice. Kuykendall noted that, as of 2024, about 40% of S&P 500 firms had an independent chair and cited an ISS investor survey indicating investors’ preferred model is an independent chair.
Proposal 7, presented by Laura Krauss on behalf of CommonSpirit Health and co-filers, requested an annual report on state and federal lobbying expenditures, including indirect lobbying through trade associations and social welfare groups. Krauss said Lilly does not issue a comprehensive report of direct lobbying and that information is scattered across state and federal disclosures. She said Lilly has spent “over $131 million” on direct federal lobbying since 2010, and argued that state-level lobbying disclosure is incomplete.
Krauss also raised concerns about what she called “dark money payments” through trade associations and 501(c)(4) social welfare groups, contending that Lilly’s disclosures provide percentages rather than specific dollar amounts for portions of dues used for lobbying. She cited the U.S. Chamber of Commerce as an example, saying Lilly discloses that 40% of its contributions to the Chamber are used for lobbying, but that shareholders cannot determine the dollar amount if total dues are only disclosed as above $50,000. Krauss said “lobbying transparency is a safety mechanism” and asserted that several peers provide more detailed disclosure.
Ricks told shareholders the board recommended votes against both shareholder proposals, as described in the company’s proxy statement.
Preliminary voting results: director slate approved; key charter changes fail
After polls closed, Ricks reported a “pre-preliminary” vote count from the inspector of election. He said votes cast “for” exceeded votes cast “against” each of the four director nominees. He also said a majority of votes were cast in favor of ratifying Ernst & Young as the independent auditor for 2026.
However, Ricks said the two management proposals to amend the articles of incorporation—ending the classified board structure and eliminating the supermajority voting provision—“did not receive the required vote of outstanding shares” and therefore would not be adopted. Ricks also said neither shareholder proposal received a majority of votes cast.
Lilly plans to publish final vote results in a Form 8-K filing with the Securities and Exchange Commission “in the next few days,” he said.
Ricks highlights 2025 portfolio growth, pipeline progress, and investment
Following the formal business, Ricks described 2025 as “an important year” in which the company expanded access and delivered treatments to “more than 71 million people around the world.” He also outlined recent product and pipeline developments across therapeutic areas.
In oncology, Ricks said Lilly launched Imdelltra for breast cancer and added a new indication for Jaypirca for certain blood cancers. In immunology, Omvoh earned an indication for Crohn’s disease. In neuroscience, Kisunla launched globally for Alzheimer’s disease. In cardiometabolic health, he said Lilly completed international rollouts of Mounjaro and submitted orforglipron—its first oral GLP-1—for approval in the U.S. and more than 40 countries.
Ricks added that orforglipron has now been approved and launched in the U.S. as “Foundayo,” calling it “the first oral GLP-1 that can be taken without food or water restrictions.”
On R&D, Ricks said more than 25 Phase III trials achieved positive top-line results in 2025, including registrational studies for orforglipron and the company’s “triple-acting incretin,” retatrutide. He said Lilly started 12 new Phase II programs across therapeutic areas, including muvalaplin for cardiovascular disease and olomorasib in non-small cell lung cancer.
Financial results, manufacturing expansion, and sustainability updates
Ricks said full-year 2025 revenue increased 45%, driven by Mounjaro, Zepbound, and “our growing portfolio of new medicines.” He said the company invested $13.3 billion in R&D—nearly 20% of revenue and a 21% increase over the prior year—and announced its “eighth consecutive 15% increase” in the quarterly dividend. Ricks also said Lilly returned capital through $1.5 billion in share repurchases.
On manufacturing, Ricks said that since 2020 Lilly has committed more than $55 billion to manufacturing expansion. He cited new investments in Alabama, Pennsylvania, Texas, Virginia, and the Netherlands, and said the company began making medicines at new sites in Wisconsin and North Carolina. He also said construction continued on the Lilly Medicine Foundry in Indiana.
Ricks said Lilly created “new pathways” to broaden availability of obesity medicines through Medicare and participating state Medicaid programs, and that more than 1 million people in the U.S. engaged with LillyDirect in 2025.
Ricks also said Lilly achieved its goal of improving quality healthcare access to 30 million people annually in resource-limited settings “five years ahead” of its 2030 target, and reported progress toward climate goals, saying the company generated or purchased about 80% of its electricity from renewable sources.
The meeting ended without a live Q&A, as Greffet said no questions had been received that would be addressed during the meeting. Ricks thanked shareholders and employees as Lilly marked its 150th anniversary.
About Eli Lilly and Company (NYSE:LLY)
Eli Lilly and Company (NYSE: LLY) is a global pharmaceutical company founded in 1876 and headquartered in Indianapolis, Indiana. The company researches, develops, manufactures and commercializes a broad range of medicines and therapies for patients worldwide. Eli Lilly maintains operations and commercial presence across North America, Europe, Asia and other regions, serving both developed and emerging markets. The company has been led in recent years by President and Chief Executive Officer David A.
