Current Report Filing (8-k)
24 November 2020 - 8:11AM
Edgar (US Regulatory)
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2020-11-17
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2020-11-17
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2020-11-17
2020-11-17
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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): November 17, 2020
Elanco
Animal Health Incorporated
(Exact name of registrant as specified
in its charter)
Indiana
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001-38661
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82-5497352
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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2500 Innovation Way
Greenfield, Indiana
(Address
of principal executive offices)
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46140
(Zip
Code)
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Registrant’s telephone number, including
area code: (877) 352-6261
Not Applicable
(Former Name or 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. below):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common stock, no par value
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ELAN
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New York Stock Exchange
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5.00% Tangible Equity Units
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ELAT
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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¨
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Emerging growth company
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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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On November 17, 2020 Elanco Animal Health Incorporated (the
“Company”) adopted the Elanco Executive Severance Pay Plan and Summary (the “Plan”) for its
senior employees, including its named executive officers. The Company adopted the Plan following discussions with its compensation
consultant to fill a gap in the Company’s compensation programs and align them with market practices. Under the Plan, severance
benefits are payable to eligible employees if their employment is terminated by the Company without cause and in certain other
specified circumstances. The Plan does not provide for benefits upon voluntary separation of service by the employee.
The severance benefits provided under the Plan are as follows:
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·
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Severance payment equal to the sum of (i) two times the amount of
base salary for the Chief Executive Officer (the “CEO”), or one times the base salary for other executives;
plus (ii) two times (with respect to the CEO) or one times (with respect to other executives) the amount of their target annual
cash incentive bonus for the year of termination or, if there is no target-based annual cash incentive bonus, then the annual cash
bonus paid or payable for the most recently completed calendar year; plus (iii) a lump sum payment equal to 24 months (with respect
to CEO) or 12 months (with respect to other executives) of the Company contributions paid for active employees for medical and
dental coverage.
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·
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Outplacement
services for up to twelve months following the termination date.
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·
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Payments of (i) any accrued but unpaid base salary through the date
of termination; (ii) any accrued but unpaid bonuses, subject to certain conditions; and (iii) all benefits and rights accrued under
the employee benefit plans.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
Exhibit No.
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Description
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104.1
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 hereunto duly authorized.
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Elanco Animal Health Incorporated
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November 23, 2020
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By:
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/s/ Michael-Bryant Hicks
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Name: Michael-Bryant Hicks
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Title: Executive Vice President, General Counsel and Corporate Secretary
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