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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): February 22, 2022

 

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

 

Indiana  001-38661  82-5497352

(State or other jurisdiction

of incorporation)

  (Commission
File Number)		 

(I.R.S. Employer

Identification No.)

 

2500 Innovation Way

Greenfield, Indiana

(Address of principal executive offices)

 

46140

(Zip Code)

 

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):

 

¨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   ELAN   New York Stock Exchange
5.00% Tangible Equity Units   ELAT   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨  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 2.02Results of Operation and Financial Condition.

 

Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release, dated February 24, 2022, announcing the results of operations for the full year and fiscal quarter ended December 31, 2021 and guidance for the full year and first quarter of 2022, for Elanco Animal Health Incorporated (the “Company”).

 

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As announced in early January 2022, the Board of Directors (the “Board”) of the Company, upon the recommendation of its Nominating and Corporate Governance Committee, resolved to move forward with eliminating supermajority voting rights in the Company’s governing documents and to implement new “proxy access” provisions.

 

As an implementing step, on February 22, 2022, the Board amended and restated the Company’s Bylaws (the “Bylaws”) to implement a proxy access bylaw permitting a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate, and have included in the Company’s proxy materials, director nominees constituting up to two individuals or 20% of the board (whichever is greater), provided that the shareholder(s) and the proxy access nominee(s) satisfy the requirements and the procedures set forth in the Bylaws.

 

The description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Elanco Animal Health Incorporated Amended and Restated Bylaws, effective February 22, 2022.
99.1   Press Release issued by Elanco Animal Health Incorporated, dated February 24, 2022.
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

  Elanco Animal Health Incorporated
   
Date: February 24, 2022 By: /s/ Todd Young
    Name:  Todd Young
    Title:  Executive Vice President and Chief Financial Officer

 

 

 

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