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

On May 2, 2022, the Board of Directors (the "Board") of Eli Lilly and Company (the "Company") elected Dr. Mary Lynne Hedley as a new member of the class of 2025, effective May 15, 2022.

Dr. Hedley, age 59, has been a Senior Scientific Fellow at the Broad Institute of MIT and Harvard since January of 2021. Prior to that, she served as Director, President and Chief Operating Officer at TESARO, Inc., a biotechnology company she co-founded in 2010, focused on the development and global commercialization of oncology therapeutics. TESARO was acquired by GlaxoSmithKline plc in 2019.

Prior to founding TESARO, Dr. Hedley was Executive Vice President and Chief Science Officer of the biotechnology company, Abraxis Bioscience, Inc., responsible for research and development, operations, medical affairs and business development.

Dr. Hedley received her bachelor's degree in Microbiology from Purdue University and her Ph.D. in Molecular and Cellular Immunology from UT Southwestern Medical Center. Dr. Hedley carried out her postdoctoral training at Harvard University in the areas of immunology and gene regulation.

Dr. Hedley will serve on the Ethics and Compliance Committee and the Science and Technology Committee of the Board. The Board of Directors has determined that Dr. Hedley is independent under applicable standards of the New York Stock Exchange and the Company's director independence guidelines.

There are no arrangements or understandings between Dr. Hedley and any person pursuant to which she was selected as a director. Dr. Hedley is not a party to any transaction subject to Section 404(a) of Regulation S-K involving the Company or any of its subsidiaries. She will participate in the Company's standard director compensation program as described in the Company's Definitive Proxy Statement, which was filed with the U.S. Securities and Exchange Commission on March 18, 2022.

On May 6, 2022, the Company issued a press release announcing Dr. Hedley'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.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits

     Exhibit No.       Description
         99.1            Press Release of Eli Lilly and Company, dated May 6, 2022  .
                       Cover Page Interactive Data File (embedded within the Inline XBRL
         104           document).

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