2 unchanged sentences
Under applicable Securities and Exchange Commission (SEC) regulations, management of a reporting company, with the participation of the principal executive officer and principal financial officer, must periodically evaluate the company's "disclosure controls and procedures," which are defined generally as controls and other procedures designed to ensure that information required to be disclosed by the reporting company in its periodic reports filed with the SEC (such as this Form 10-K) is recorded, processed, summarized, and reported on a timely basis.
−Removed: Our management, with the participation of David A.
−Removed: Ricks, president and chief executive officer, and Anat Ashkenazi, senior vice president and chief financial officer, evaluated our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2021, and concluded that they were effective.
+Added: Our management, with the participation of David Ricks, president and chief executive officer, and Anat Ashkenazi, executive vice president and chief financial officer, evaluated our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2022, and concluded that they were effective.
Management's Report on Internal Control over Financial Reporting
12 unchanged sentences
Directors and Executive Officers
−Removed: Information relating to our board of directors is found in our Definitive Proxy Statement, to be dated on or about March 18, 2022 (Proxy Statement), under "Governance - Board Operations and Governance" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information relating to our board of directors is found in our Definitive Proxy Statement, to be dated on or about March 17, 2023 (Proxy Statement), under "Governance - How We Build an Effective Board" and is incorporated in this Annual Report on Form 10-K by reference.
Information relating to our executive officers is found at Item 1, "Business - Executive Officers of the Company" and is incorporated by reference herein.
Code of Ethics
−Removed: Information relating to our code of ethics is found in our Proxy Statement under "Governance - Board Oversight of Strategy, Compliance, and Risk Management - Code of Ethics" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information relating to our code of ethics is found in our Proxy Statement under "Governance - How We Operate an Effective Board - Governance Practices - Board Oversight - Key Areas of Oversight by the Board and Its Committees - Governance - Code of Ethics" and is incorporated in this Annual Report on Form 10-K by reference.
Corporate Governance
−Removed: Information about the procedures by which shareholders can recommend nominees to our board of directors is found in our Proxy Statement under "Shareholder Engagement on Governance Issues - Shareholder Recommendations and Nominations for Director Candidates" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information about the procedures by which shareholders can recommend nominees to our board of directors is found in our Proxy Statement under "Governance - How We Build an Effective Board - Director Nominations - Shareholder Director Candidates" and is incorporated in this Annual Report on Form 10-K by reference.
The board of directors has appointed an audit committee consisting entirely of independent directors in accordance with applicable Securities and Exchange Commission and New York Stock Exchange requirements for audit committees.
−Removed: Information about our audit committee is found in our Proxy Statement under "Governance - Membership and Meetings of the Board and Its Committees - Audit Committee" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information about our audit committee is found in our Proxy Statement under "Governance - How We Operate an Effective Board - Board Structure - Meetings of the Board and Its Committees - Committees of the Board - Audit Committee" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Section 16(a) Reporting Compliance
+Added: Information about our compliance with Section 16(a) is found in our Proxy Statement under "Ownership of Common Stock - Delinquent Section 16(a) Reports" and is incorporated in this Annual Report on Form 10-K by reference.
Executive Compensation
−Removed: Information on director compensation, executive compensation, and compensation committee matters can be found in the Proxy Statement under "Governance - Director Compensation," "- Membership and Meetings of the Board and Its Committees - Compensation Committee," "Compensation - Compensation Discussion and Analysis," and "- Executive Compensation." Such information is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information on director compensation, executive compensation, and talent and compensation committee matters can be found in the Proxy Statement under "Governance - How We Operate an Effective Board - Board Alignment - Director Compensation," "- How We Operate an Effective Board - Board Structure - Meetings of the Board and Its Committees - Committees of the Board - Talent and Compensation Committee," "Compensation - Compensation Discussion and Analysis," "- Talent and Compensation Committee Matters," and "- Executive Compensation." Such information is incorporated in this Annual Report on Form 10-K by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
11 unchanged sentences
Related Person Transactions
−Removed: Information relating to the policies and procedures for approval of related person transactions by our board of directors can be found in the Proxy Statement under "Governance - Highlights of the Company's Corporate Governance - Conflicts of Interest and Transactions with Related Persons." Such information is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information relating to the policies and procedures for approval of related person transactions by our board of directors can be found in the Proxy Statement under "Governance - How We Operate an Effective Board - Board Alignment - Conflicts of Interest and Transactions with Related Persons." Such information is incorporated in this Annual Report on Form 10-K by reference.
Director Independence
−Removed: Information relating to director independence can be found in the Proxy Statement under "Governance - Director Independence" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information relating to director independence can be found in the Proxy Statement under "Governance - How We Build an Effective Board - Director Qualifications - Independence" and is incorporated in this Annual Report on Form 10-K by reference.
Principal Accountant Fees and Services
Information related to the fees and services of our principal independent accountants, Ernst & Young LLP, can be found in the Proxy Statement under "Audit Matters - Item 4.
−Removed: Ratification of the Appointment of the Independent Auditor - Audit Committee Report - Services Performed by the Independent Auditor" and "- Independent Auditor Fees." Such information is incorporated in this Annual Report on Form 10-K by reference.
+Added: Ratification of the Appointment of the Independent Auditor - Services Performed by the Independent Auditor" and "- Independent Auditor Fees." Such information is incorporated in this Annual Report on Form 10-K by reference.
Exhibits and Financial Statement Schedules
11 unchanged sentences
The following documents are filed as part of this report:
−Removed: Exhibit Location
−Removed: Amended Articles of Incorporation
−Removed: Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013
−Removed: Bylaws, as amended
−Removed: Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 16, 2021
−Removed: Indenture, dated February 1, 1991, between the Company and Deutsche Bank Trust Company Americas, as successor trustee to Citibank, N.A., as Trustee
−Removed: Incorporated by reference to Exhibit 4.1 to the Company ' s Registration Statement on Form S-3, Registration No.
−Removed: Tripartite Agreement, dated September 13, 2007, appointing Deutsche Bank Trust Company Americas as Successor Trustee under the Indenture listed in Exhibit 4.1
−Removed: Incorporated by reference to Exhibit 4.2 to the Company ' s Annual Report on Form 10-K for the year ended December 31, 2008
−Removed: Description of the Company's Common Stock
−Removed: Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: Description of the Company's 1.000% Notes due 2022, 1.625% Notes due 2026, and 2.125% Notes due 2030
−Removed: Incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: Description of the Company's 6.77% Notes due 2036
−Removed: Incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: Description of the Company's 7 1/8% Notes due 2025
−Removed: Incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: Description of the Company's 0.625% Notes due 2031 and 1.700% Notes due 2049
−Removed: Incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
−Removed: Description of the Company's 0.500% Notes due 2033, 1.125% Notes due 2051, and 1.375% Notes due 2061
−Removed: Description of the Company's 1.625% Notes due 2043
−Removed: Amended and Restated 2002 Lilly Stock Plan (1)
−Removed: Incorporated by reference to Exhibit 10.1 to the Company ' s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018
+Added: Exhibit Description
+Added: 3.1 Amended Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 4, 2022
+Added: 3.2 Bylaws, as amended, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 4, 2022
+Added: 4.1 Indenture, dated February 1, 1991, between the Company and Deutsche Bank Trust Company Americas, as successor trustee to Citibank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, Registration No.
+Added: 4.2 Tripartite Agreement, dated September 13, 2007, appointing Deutsche Bank Trust Company Americas as Successor Trustee under the Indenture listed in Exhibit 4.1, incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008
+Added: 4.3 Description of the Company's Common Stock, incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
+Added: 4.4 Description of the Company's 1.625% Notes due 2026 and 2.125% Notes due 2030, incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
+Added: 4.5 Description of the Company's 6.77% Notes due 2036, incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
+Added: 4.6 Description of the Company's 7 1/8% Notes due 2025, incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
+Added: 4.7 Description of the Company's 0.625% Notes due 2031 and 1.700% Notes due 2049, incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
+Added: 4.8 Description of the Company's 0.500% Notes due 2033, 1.125% Notes due 2051, and 1.375% Notes due 2061, incorporated by reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
+Added: 4.9 Description of the Company's 1.625% Notes due 2043, incorporated by reference to Exhibit 4.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
+Added: 10.1 Amended and Restated 2002 Lilly Stock Plan (1) , incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018
10.2 Form of Performance Award under the 2002 Lilly Stock Plan (1) *
−Removed: Form of Performance Award under the 2002 Lilly Stock Plan (with non-compete) (1)
−Removed: Form of Performance Award under the 2002 Lilly Stock Plan (non-executive officer) (1)
10.3 Form of Shareholder Value Award under the 2002 Lilly Stock Plan (1) *
−Removed: Form of Shareholder Value Award under the 2002 Lilly Stock Plan (with non-compete) (1)
−Removed: Form of Shareholder Value Award under the 2002 Lilly Stock Plan (non-executive officer) (1)
10.4 Form of Relative Value Award under the 2002 Lilly Stock Plan (1) *
−Removed: Form of Relative Value Award under the 2002 Lilly Stock Plan (with non-compete) (1)
−Removed: Form of Relative Value Award under the 2002 Lilly Stock Plan (non-executive) (1)
−Removed: Form of Restricted Stock Unit Award under the 2002 Lilly Stock Plan (1)
−Removed: Form of Restricted Stock Unit Award under the 2002 Lilly Stock Plan (with non-compete) (1)
−Removed: Incorporated by reference to Exhibit 10.1 to the Company ' s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
−Removed: Release Agreement, effective as of February 9, 2021, by and between Eli Lilly and Company and Joshua L.
−Removed: Incorporated by reference to Exhibit 10.2 to the Company ' s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
−Removed: The Lilly Deferred Compensation Plan, as amended (1)
−Removed: Incorporated by reference to Exhibit 10.5 to the Company's annual report on Form 10-K for the year ended December 31, 2013
−Removed: The Lilly Directors' Deferral Plan, as amended (1)
−Removed: Incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017
−Removed: The Eli Lilly and Company Bonus Plan, as amended (1)
−Removed: Incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020
+Added: 10.5 Form of Non-Compete Payment Agreement (1) *
+Added: 10.6 The Lilly Deferred Compensation Plan, as amended (1) , incorporated by reference to Exhibit 10.5 to the Company's annual report on Form 10-K for the year ended December 31, 2013
+Added: 10.7 The Lilly Directors' Deferral Plan, as amended (1) , incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017
+Added: 10.8 The Eli Lilly and Company Bonus Plan, as amended (1) , incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020
10.9 The Loxo Oncology, Inc.
−Removed: Bonus Plan (1)
−Removed: 2007 Change in Control Severance Pay Plan for Select Employees, as amended (1)
−Removed: Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020
+Added: Bonus Plan (1) , incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
+Added: 10.10 2007 Change in Control Severance Pay Plan for Select Employees, as amended (1) , incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020
21 List of Subsidiaries*
23 Consent of Independent Registered Public Accounting Firm*
−Removed: Rule 13a-14(a) Certification of David A.
−Removed: Ricks, Chair, President, and Chief Executive Officer
−Removed: Rule 13a-14(a) Certification of Anat Ashkenazi, Senior Vice President and Chief Financial Officer
+Added: 31.1 Rule 13a-14(a) Certification of David Ricks, Chair, President, and Chief Executive Officer*
+Added: 31.2 Rule 13a-14(a) Certification of Anat Ashkenazi, Executive Vice President and Chief Financial Officer*
32 Section 1350 Certification*
−Removed: 101 Interactive Data File Attached
−Removed: 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Attached
+Added: 101 Interactive Data File*
+Added: 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)*
(1) Indicates management contract or compensatory plan.
+Added: * Filed herewith.
Form 10-K Summary
2 unchanged sentences
Eli Lilly and Company
−Removed: By /s/ David A.
+Added: By /s/ David Ricks
Chair, President, and Chief Executive Officer
2 unchanged sentences
Signature Title
−Removed: Ricks Chair, President, and Chief Executive Officer (principal executive officer)
−Removed: /s/ Anat Ashkenazi Senior Vice President and Chief Financial Officer (principal financial officer)
+Added: /s/ David Ricks Chair, President, and Chief Executive Officer (principal executive officer)
+Added: /s/ Anat Ashkenazi Executive Vice President and Chief Financial Officer (principal financial officer)
ANAT ASHKENAZI
−Removed: /s/ Donald A.
−Removed: Zakrowski Vice President, Finance, and Chief Accounting Officer (principal accounting officer)
+Added: /s/ Donald Zakrowski Senior Vice President, Finance, and Chief Accounting Officer (principal accounting officer)
+Added: DONALD ZAKROWSKI
/s/ Ralph Alvarez Director
2 unchanged sentences
KATHERINE BAICKER, Ph.D.
−Removed: /s/ Michael L.
−Removed: Eskew Director
−Removed: Erik Fyrwald Director
+Added: /s/ Erik Fyrwald Director
+Added: /s/ Mary Lynne Hedley, Ph.D.
+Added: MARY LYNNE HEDLEY, Ph.
/s/ Jamere Jackson Director
JAMERE JACKSON
−Removed: /s/ Kimberly H.
−Removed: Johnson Director
−Removed: /s/ William G.
−Removed: Kaelin, Jr., M.D.
−Removed: KAELIN, JR., M.D.
−Removed: Luciano Director
−Removed: /s/ Marschall S.
−Removed: Runge, M.D., Ph.D.
−Removed: RUNGE, M.D., Ph.D.
+Added: /s/ Kimberly Johnson Director
+Added: KIMBERLY JOHNSON
+Added: /s/ William Kaelin, Jr., M.D.
+Added: WILLIAM KAELIN, JR., M.D.
+Added: /s/ Juan Luciano Director
+Added: /s/ Marschall Runge, M.D., Ph.D.
+Added: MARSCHALL RUNGE, M.D., Ph.D.
/s/ Gabrielle Sulzberger Director
GABRIELLE SULZBERGER
−Removed: /s/ Jackson P.
+Added: /s/ Jackson Tai Director
/s/ Karen Walker Director
2 unchanged sentences
In subsequent uses of the marks in the item, the symbols may be omitted.
−Removed: Actos ® is a trademark of Takeda Pharmaceutical Company Limited.
Byetta ® is a trademark of Amylin Pharmaceuticals, Inc.
1 unchanged sentence
Tyvyt ® is a trademark of Innovent Biologics (Suzhou) Co., Ltd.
−Removed: Viagra ® is a trademark of G.D.
−Removed: Searle LLC, a Viatris Company.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.