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

On February 16, 2021, the Board of Directors of Eli Lilly and Company (the "Company") elected Kimberly Johnson as a new member of the class of 2022 (with a term expiring at the 2022 annual meeting of shareholders), effective February 16, 2021. The size of the Board of Directors was increased to fifteen, effective February 16, 2021, in connection with the election of Ms. Johnson.

Ms. Johnson, age 48, currently serves as Executive Vice President and Chief Operating Officer of the Federal National Mortgage Association ("Fannie Mae") and is a member of Fannie Mae's Management Committee. Prior to serving as Executive Vice President and Chief Operating Officer, Ms. Johnson held various leadership positions with Fannie Mae, including Chief Risk Officer. Before joining Fannie Mae in 2006, Ms. Johnson was a Director at Credit Suisse Group AG.

Ms. Johnson holds a Bachelor of Arts in Economics from Princeton University and a Master of Business Administration in Finance from Columbia Business School.

Ms. Johnson will serve on the Compensation Committee and the Ethics and Compliance Committee. The Board of Directors has determined that Ms. Johnson is independent under applicable standards of the New York Stock Exchange and the Company's director independence guidelines, as well as additional standards for independence required for compensation committees.

There are no arrangements or understandings between Ms. Johnson and any person pursuant to which she was selected as a director. Ms. Johnson 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. Johnson 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 February 17, 2021, the Company issued a press release announcing Ms. Johnson'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
  99.1                   Press Release of Eli Lilly and Company, dated February 17, 2021.
                       Cover Page Interactive Data File (embedded within the Inline XBRL
104                    document).

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