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

On January 13, 2021, the Board of Directors of Eli Lilly and Company (the "Company") elected Gabrielle Sulzberger as a new member of the class of 2021, effective January 25, 2021. The size of the Board of Directors was increased to fourteen, effective January 25, 2021, in connection with the election of Ms. Sulzberger.

Ms. Sulzberger, age 60, is a strategic advisor to Two Sigma Impact ("Two Sigma"), a New York based private equity firm. Prior to joining Two Sigma, from 2005 to 2018, Ms. Sulzberger was a General Partner of Rustic Canyon/Fontis Partners L.P., a private equity fund based in Pasadena, California focused on socially responsible investing. Ms. Sulzberger has previously served as principal of several private equity funds over her 30-year career in financial services, as well as chief financial officer of several public and private companies.

Ms. Sulzberger is currently a member of the Boards of Directors of MasterCard Incorporated, Brixmor Property Group Inc., Cerevel Therapeutics Holdings, Inc., and several other private companies and philanthropic organizations. She has previously served on the Boards of Directors of Whole Foods Market, Inc., Teva Pharmaceutical Industries Limited, and Bright Horizons Family Solutions, among others.

Ms. Sulzberger holds a Bachelor of Arts degree from the Woodrow Wilson School of Princeton University, a Master of Business Administration from Harvard Business School, and a Juris Doctor from Harvard Law School.

Ms. Sulzberger will serve on the Audit Committee and the Ethics and Compliance Committee. Ms. Sulzberger will stand for election by the Company's shareholders at the Company's annual meeting of shareholders scheduled to be held on May 3, 2021. The Board of Directors has determined that Ms. Sulzberger is independent under applicable standards of the New York Stock Exchange and the Company's director independence guidelines, as well as the rules of the Securities and Exchange Commission for independence required for audit committees.

There are no arrangements or understandings between Ms. Sulzberger and any person pursuant to which she was selected as a director. Ms. Sulzberger is not a party to any transaction subject to Section 404(a) of Regulation S-K involving the Company or any of its subsidiaries. Ms. Sulzberger will participate in the Company's standard director compensation program as described in the Company's Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on March 20, 2020.

On January 14, 2021, the Company issued a press release announcing Ms. Sulzberger's appointment to the Board of Directors. A copy of the release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits


Exhibit No.            Description
                         Press Release of Eli Lilly and Company    ,     dated January     14    ,
  99.1                 2021    .
                       Cover Page Interactive Data File (embedded within the Inline XBRL
104                    document).

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