Item 5.07. Submission of Matters to a Vote of Security Holders

Elanco held its annual meeting of shareholders on May 21, 2020. Voting results for each matter submitted to a vote at the 2020 annual meeting are provided below.

Proposal 1. Election of Directors. All of the nominees nominated by the Board for director were elected to serve for a three-year term ending at the 2023 annual meeting of shareholders or until their respective successors are elected and qualified, by the votes set forth in the table below.





                                                                      BROKER
NOMINEE                     FOR           AGAINST       ABSTAIN     NON-VOTES
Michael J. Harrington   219,565,020     140,151,632     713,760     10,018,663
Deborah T. Kochevar     212,461,959     147,252,543     715,910     10,018,663
Kirk P. McDonald        211,917,206     147,796,398     716,808     10,018,663

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco's principal independent auditor for 2020, by the votes set forth in the table below.





     FOR          AGAINST       ABSTAIN
  370,283,678       42,172       123,225

Proposal 3. The shareholders approved, by non-binding vote, the compensation of named executive officers, by the votes set forth in the table below.





                                                    BROKER
     FOR            AGAINST         ABSTAIN       NON-VOTES
  342,233,849       17,868,982       327,581       10,018,663

As of the record date of the meeting, 398,799,023 shares of common stock were issued and outstanding.





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