ELANCO ANIMAL HEALTH INC : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Elanco Animal Health Incorporated Employee Stock Purchase Plan

At the annual meeting of shareholders of Elanco Animal Health Incorporated ("Elanco") held on May 18, 2022, Elanco's shareholders approved the Elanco Animal Health Incorporated Employee Stock Purchase Plan (the "ESPP"). The ESPP was approved by Elanco's Board of Directors (the "Board") on February 22, 2022, subject to the approval of Elanco's shareholders, and became effective with such shareholder approval on May 18, 2022.

A description of the terms of the ESPP can be found in the "2022 Notice of Annual Meeting of Shareholders and Proxy Statement - Proposal No. 4: Approval of the Elanco Animal Health Incorporated Employee Stock Purchase Plan" (pages 68 through 70) in Elanco's definitive proxy statement dated April 6, 2022, and filed with the Securities and Exchange Commission on April 6, 2022 (the "Proxy Statement"), which description is incorporated by reference herein.

Also effective May 18, 2022, Elanco's Compensation Committee and the Board approved certain administrative amendments to the ESPP, which are reflected in the Elanco Animal Health Incorporated Amended and Restated Employee Stock Purchase Plan (the "Restated ESPP").

The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Restated ESPP, a copy of which is filed as Exhibit 10.1 to this report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At Elanco's annual meeting of shareholders on May 18, 2022, its shareholders approved, among other things, certain amendments to Elanco's Articles of Incorporation. Previously, on February 22, 2022, the Board approved an amendment to Section 2.8 of Elanco's Bylaws to eliminate the supermajority vote requirement to remove directors and replace it with a majority vote requirement effective upon approval of the amendments to the Articles of Incorporation by the shareholders. Accordingly, the amendment of Section 2.8 of the Bylaws became effective May 18, 2022.

The Bylaws, as amended and restated to incorporate the amendment referred to above, are attached hereto as Exhibit 3.1 and incorporated herein by reference.

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

Voting results for each matter submitted to a vote at the 2022 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 2025 annual meeting of shareholders and until their respective successors are elected and qualified, by the votes set forth in the table below.

Nominee                   For           Against        Abstain      Broker Non-Votes
Kapila Kapur Anand    198,364,643     200,754,059     970,134       19,790,205
John P. Bilbrey       350,053,222     49,368,489      667,125       19,790,205
Scott D. Ferguson     385,630,842     13,791,160      666,834       19,790,205
Paul Herendeen        385,628,571     13,795,461      664,804       19,790,205
Lawrence E. Kurzius   198,862,475     199,777,499     1,448,862     19,790,205

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco's principal independent auditor for 2022, by the votes set forth in the table below.

    For         Against     Abstain
419,619,024     201,540     58,477

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

    For          Against       Abstain     Broker Non-Votes
371,016,128     28,930,174     142,534     19,790,205

Proposal 4. The shareholders approved the Elanco Animal Health Incorporated Employee Stock Purchase Plan, by the votes set forth in the table below.

    For         Against     Abstain     Broker Non-Votes
399,605,081     397,139     86,616      19,790,205

Proposal 5. The shareholders approved management's proposal to amend Elanco's Articles of Incorporation to eliminate supermajority voting, by the votes set forth in the table below.

    For         Against     Abstain     Broker Non-Votes
399,207,179     829,413     52,244      19,790,205

Proposal 6. The shareholders approved management's proposal to amend Elanco's Articles of Incorporation to eliminate legacy parent provisions, by the votes set forth in the table below.

    For         Against     Abstain     Broker Non-Votes
399,938,207     92,910      57,719      19,790,205

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.      Description
  3.1              Elanco Animal Health Incorporated Amended and Restated Bylaws,
                 effective May 18, 2022.
  10.1             Elanco Animal Health Incorporated Amended and Restated
                 Employee Stock Purchase Plan.
104.1            Cover Page Interactive Data File (embedded within the Inline
                 XBRL document).

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