Item 2.02 Results of Operation and Financial Condition.

Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated February 24, 2022, announcing the results of operations for the full year and fiscal quarter ended December 31, 2021 and guidance for the full year and first quarter of 2022, for Elanco Animal Health Incorporated (the "Company").

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.


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

           Year.

As announced in early January 2022, the Board of Directors (the "Board") of the Company, upon the recommendation of its Nominating and Corporate Governance Committee, resolved to move forward with eliminating supermajority voting rights in the Company's governing documents and to implement new "proxy access" provisions.

As an implementing step, on February 22, 2022, the Board amended and restated the Company's Bylaws (the "Bylaws") to implement a proxy access bylaw permitting a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company's outstanding common stock continuously for at least three years, to nominate, and have included in the Company's proxy materials, director nominees constituting up to two individuals or 20% of the board (whichever is greater), provided that the shareholder(s) and the proxy access nominee(s) satisfy the requirements and the procedures set forth in the Bylaws.

The description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                                Description
  3.1           Elanco Animal Health Incorporated Amended and Restated Bylaws,
              effective February 22, 2022.
  99.1          Press Release issued by Elanco Animal Health Incorporated, dated
              February 24, 2022.
104.1         Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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