Form 8-K - Current report


			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): June 2, 2024

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana

001-06351

35-0470950

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

Lilly Corporate Center

Indianapolis,

Indiana

46285

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable

(Former Name or Former 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.):


☐						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)

LLY

New York Stock Exchange

7 1/8% Notes due 2025

LLY25

New York Stock Exchange

1.625% Notes due 2026

LLY26

New York Stock Exchange

2.125% Notes due 2030

LLY30

New York Stock Exchange

0.625% Notes due 2031

LLY31

New York Stock Exchange

0.500% Notes due 2033

LLY33

New York Stock Exchange

6.77% Notes due 2036

LLY36

New York Stock Exchange

1.625% Notes due 2043

LLY43

New York Stock Exchange

1.700% Notes due 2049

LLY49A

New York Stock Exchange

1.125% Notes due 2051

LLY51

New York Stock Exchange

1.375% Notes due 2061

LLY61

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2024, Eli Lilly and Company (the “Company”) announced that Anat Ashkenazi resigned as Executive Vice President and Chief Financial Officer of the Company to pursue another career opportunity outside of the pharmaceutical industry. Ms. Ashkenazi will continue to serve at full capacity in her role and as a member of the Company’s Executive Committee through July 2024. An internal and external search for Ms. Ashkenazi’s successor is underway.

A copy of the press release announcing the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release of Eli Lilly and Company, dated June 5, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.



ELI LILLY AND COMPANY
(Registrant)

By:						/s/ Anat Hakim
Name:						Anat Hakim
Title:						Executive Vice President, General Counsel and Secretary
Date:						June 5, 2024

June 5, 2024

For Release: Immediately
Refer to: Tarsis Lopez; tarsis.lopez@lilly.com; (224) 406-2746 (Media)

Joe Fletcher; jfletcher@lilly.com; (317) 296-2884 (Investors)

Lilly announces departure of Anat Ashkenazi, chief financial officer

INDIANAPOLIS, June 5, 2024 – Eli Lilly and Company (NYSE: LLY) announced today that Anat Ashkenazi has resigned as chief financial officer to pursue a career opportunity outside of the pharmaceutical industry.

“On behalf of our board of directors, leadership team and employees, I would like to thank Anat for her 23 years of outstanding service to our company,” said David A. Ricks, Lilly’s chair and CEO. “During her last three years as Lilly’s CFO, we have experienced tremendous growth and laid the groundwork to help us reach even more patients with our medicines. I want to personally thank Anat for her partnership, friendship, and leadership of our financial organization and to wish her well in her new role.”

Prior to serving as Lilly’s CFO, Ms. Ashkenazi was senior vice president, controller, and chief financial officer of Lilly Research Laboratories. In this role, she oversaw the CFOs of the company's commercial businesses, as well as those for research and development, manufacturing and quality, and G&A functions. She also led the corporate strategy team and business transformation office. Previously, she served as CFO for several of the company's global business areas.

Ms. Ashkenazi will continue to serve at full capacity in her role and as a member of Lilly's Executive Committee through July 2024. An internal and external search for her successor is actively underway.

About Lilly

Lilly is a medicine company turning science into healing to make life better for people around the world. We've been pioneering life-changing discoveries for nearly 150 years, and today, our medicines help more than 51 million people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world's most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating long-term effects; advancing the fight against Alzheimer's disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases. With each step toward a healthier world, we're motivated by one thing: making life better for millions more people. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable. To learn more, visit Lilly.com and Lilly.com/news, or follow us on Facebook, Instagram and LinkedIn. C-LLY

Lilly Cautionary Statement Regarding Forward-Looking Statements 
This press release contains certain forward-looking statements regarding leadership changes and expectations for the future.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word "will" and similar expressions are intended to identify forward-looking statements. Actual results may differ materially due to various factors. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated, including the significant costs and uncertainties in the pharmaceutical research and development process, including with respect to the timing and process of obtaining regulatory approvals; the impact and outcome of acquisitions and business development transactions and related costs; the expiration of intellectual property protection for certain of the company's products and competition from generic and/or biosimilar products; the company's ability to protect and enforce patents and other intellectual property; changes in patent law or regulations related to data package exclusivity; competitive developments affecting current products and the company's pipeline; market uptake of recently launched products; information technology system inadequacies, breaches, or operating failures; unauthorized access, disclosure, misappropriation, or compromise of confidential information or other data stored in the company's information technology systems, networks, and facilities, or those of third parties with whom the company shares its data; the impact of global macroeconomic conditions, trade disruptions, disputes, unrest, war, regional dependencies, or other costs, uncertainties and risks related to engaging in business globally; unexpected safety or efficacy concerns associated with the company's products; litigation, investigations, or other similar proceedings involving past, current, or future products or commercial activities as the company is largely self-insured; issues with product supply and regulatory approvals stemming from manufacturing difficulties, disruptions, or shortages, including as a result of unpredictability and variability in demand, labor shortages, third-party performance, quality, or regulatory actions related to our facilities; dependence on certain products for a significant percentage of our total revenue and an increasingly consolidated supply chain; reliance on third-party relationships and outsourcing arrangements; the impact of public health outbreaks, epidemics, or pandemics, such as the COVID-19 pandemic; regulatory changes or other developments; regulatory actions regarding operations and products; continued pricing pressures and the impact of actions of governmental and private payers affecting pricing of, reimbursement for, and access to pharmaceuticals; devaluations in foreign currency exchange rates or changes in interest rates and inflation; changes in tax law, tax rates, or events that differ from the company's assumptions related to tax positions; asset impairments and restructuring charges; changes in accounting and reporting standards promulgated by the Financial

Accounting Standards Board and the Securities and Exchange Commission (SEC); regulatory compliance problems or government investigations; and actual or perceived deviation from environmental-, social-, or governance-related requirements or expectations. For additional information about the factors that could cause actual results or events to differ materially from forward-looking statements, please see the company's latest Form 10-K and subsequent Forms 8-K and 10-Q filed with the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Except as is required by law, the company expressly disclaims any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this release.

# # #

Cover Page	Jun. 02, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 02, 2024
Entity Incorporation, State or Country Code	IN
Entity File Number	001-06351
Entity Tax Identification Number	35-0470950
Entity Address, Address Line One	Lilly Corporate Center
Entity Address, City or Town	Indianapolis,
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46285
City Area Code	317
Local Phone Number	276-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Registrant Name	ELI LILLY AND COMPANY
Entity Central Index Key	0000059478
Amendment Flag	false
Entity Emerging Growth Company	false
Common Stock (no par value)
Document Information [Line Items]
Title of 12(b) Security	Common Stock (no par value)
Trading Symbol	LLY
Security Exchange Name	NYSE
7 1/8% Notes due 2025
Document Information [Line Items]
Title of 12(b) Security	7 1/8% Notes due 2025
Trading Symbol	LLY25
Security Exchange Name	NYSE
1.625% Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	1.625% Notes due 2026
Trading Symbol	LLY26
Security Exchange Name	NYSE
2.125% Notes due 2030
Document Information [Line Items]
Title of 12(b) Security	2.125% Notes due 2030
Trading Symbol	LLY30
Security Exchange Name	NYSE
0.625% Notes due 2031
Document Information [Line Items]
Title of 12(b) Security	0.625% Notes due 2031
Trading Symbol	LLY31
Security Exchange Name	NYSE
6.77% Notes due 2036
Document Information [Line Items]
Title of 12(b) Security	6.77% Notes due 2036
Trading Symbol	LLY36
Security Exchange Name	NYSE
1.700% Notes due 2049
Document Information [Line Items]
Title of 12(b) Security	1.700% Notes due 2049
Trading Symbol	LLY49A
Security Exchange Name	NYSE
.500% Notes due 2033
Document Information [Line Items]
Title of 12(b) Security	0.500% Notes due 2033
Trading Symbol	LLY33
Security Exchange Name	NYSE
1.625% Notes due 2043
Document Information [Line Items]
Title of 12(b) Security	1.625% Notes due 2043
Trading Symbol	LLY43
Security Exchange Name	NYSE
1.125% Notes due 2051
Document Information [Line Items]
Title of 12(b) Security	1.125% Notes due 2051
Trading Symbol	LLY51
Security Exchange Name	NYSE
1.375% Notes due 2061
Document Information [Line Items]
Title of 12(b) Security	1.375% Notes due 2061
Trading Symbol	LLY61
Security Exchange Name	NYSE