Elanco Animal Health Incorporated : Material Event - Form 8-K

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		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: [phone]

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):

¨	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		ELAN		New York Stock Exchange
5.00% Tangible Equity Units		ELAT		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 (§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. ¨

Item 8.01

Other Events.

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.

	Elanco Animal Health Incorporated
Date: January 14, 2022	By:	/s/ Marcela Kirberger
		Name: Marcela Kirberger
		Title: Executive Vice President, General Counsel and Corporate Secretary