lly-20230317


			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): March 17, 2023

ELI LILLY AND COMPANY

(Exact Name of Registrant as Specified in its Charter)

Indiana

001-06351

35-0470950

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

Lilly Corporate Center

Indianapolis,

Indiana

46285

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (317) 276-2000

Not Applicable

(Former Name or Former 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.):


☐						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)

LLY

New York Stock Exchange

7 1/8% Notes due 2025

LLY25

New York Stock Exchange

1.625% Notes due 2026

LLY26

New York Stock Exchange

2.125% Notes due 2030

LLY30

New York Stock Exchange

0.625% Notes due 2031

LLY31

New York Stock Exchange

0.500% Notes due 2033

LLY33

New York Stock Exchange

6.77% Notes due 2036

LLY36

New York Stock Exchange

1.625% Notes due 2043

LLY43

New York Stock Exchange

1.700% Notes due 2049

LLY49A

New York Stock Exchange

1.125% Notes due 2051

LLY51

New York Stock Exchange

1.375% Notes due 2061

LLY61

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On March 17, 2023, Eli Lilly and Company (the “Company”) entered into a non-competition and non-solicitation agreement with Daniel Skovronsky (the “Agreement”). Consistent with the terms of the Company’s Form of Non-Compete Payment Agreement, Dr. Skovronsky has agreed not to engage in certain competitive activities or solicit anyone who has a business relationship with the Company during the period of his employment and for a period of up to 12 months following termination of employment. Dr. Skovronsky will be entitled to receive payment of up to $5 million (less applicable reductions by the Company and deductions required by law for the payment of wages) in the event that the Company seeks to enforce the terms of the Agreement. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Form of Non-Compete Payment Agreement filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2022.

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 thereunto duly authorized.



ELI LILLY AND COMPANY
(Registrant)

By:						/s/ Eric Dozier
Name:						Eric Dozier
Title:						Executive Vice President, Human Resources and Diversity
Date:						March 17, 2023

Eli Lilly and Company filed SEC Form 8-K: Leadership Update