Current Report Filing (8-k)
January 14 2022 - 8:15AM
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2022-01-11
2022-01-11
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2022-01-11
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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
|
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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):
|
¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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|
¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common stock, no par value
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ELAN
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New York Stock Exchange
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5.00% Tangible Equity Units
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ELAT
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New York Stock Exchange
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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. ¨
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.
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Elanco Animal Health Incorporated
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Date: January 14, 2022
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By:
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/s/ Marcela Kirberger
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Name: Marcela Kirberger
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Title: Executive Vice President, General Counsel and Corporate Secretary
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