Eli Lilly and Company (LLY)
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AGM 2025

May 5, 2025

Jim Greffet
VP of Sustainability, Eli Lilly and Company

Welcome to the 2025 Eli Lilly and Company Annual Meeting of Shareholders. I'm Jim Greffet, Lilly's Vice President of Sustainability, and I will be moderating today's meeting. A slide presentation is posted on the meeting portal. If you would like to review the slides as we go through the meeting, we will be referring to the slide numbers as we go through today's meeting. Some of our comments during today's meeting may include projections and forward-looking statements that are based on our current expectations. Our actual results could differ materially due to several factors, including those listed on slide two and those outlined in the company's latest Forms 10-K, 10-Q, and other filings with the Securities and Exchange Commission. Any information we provide about our products and pipeline is for the benefit of the shareholder community. It is not intended to be promotional and is not sufficient for prescribing decisions.

To facilitate broad shareholder attendance while providing a consistent experience to all shareholders, regardless of location, we are holding our annual meeting virtually. We ask that everyone follow the rules of conduct posted on the virtual meeting website to ensure an orderly meeting. Additionally, we remind shareholders that recording or taking screenshots or photographs of the annual meeting is prohibited. Shareholders who have logged into today's meeting using their 16-digit control number from their proxy card, voting instruction form, or notice can submit a question at any time by completing the Ask a Question field and clicking Submit. If you submitted a question before the meeting at ProxyVote.com, you do not need to resubmit your question during the meeting. Submitted questions that we do not respond to today will be addressed on Lilly's annual meeting website.

If you experience any technical difficulties during the meeting, please call the technical support number posted on the virtual meeting website. With that, I will hand the meeting over to Dave Ricks, Lilly's Chair, President and CEO.

Dave Ricks
Chair, President and CEO, Eli Lilly and Company

Thank you, Jim, and good morning. Thank you for joining us today. It's time to call the meeting to order. In addition to Jim, participating with me today are Lucas Montarce, our Executive Vice President and Chief Financial Officer; Anat Hakim, our Executive Vice President, General Counsel, and Corporate Secretary; and Dr. Dan Skovronsky, our Executive Vice President, Chief Scientific Officer, and President of Lilly Research Labs and Immunology. We're also joined virtually by the rest of Lilly's Executive Committee and our Board of Directors, and by representatives from Ernst & Young LLP, our independent auditor. The meeting will follow the agenda in the notice of the 2025 Annual Meeting of Shareholders reflected on slide six. Following our formal business meeting, I'll offer some brief remarks, and then we'll have a Q&A session.

Let's get started with today's business, and I'll hand it over to Anat Hakim, the Secretary of this meeting.

Anat Hakim
EVP, General Counsel and Corporate Secretary, Eli Lilly and Company

Thank you, Dave. Only matters for which notice has been legally given in accordance with our bylaws may be brought before the meeting. Those matters are set forth as proposals in the proxy statement for the meeting, which was distributed to shareholders on or about March 21, 2025. This meeting was called by the Board of Directors, and all shareholders of record at the close of business on February 26, 2025, are entitled to vote at this meeting. A list of registered shareholders is available on the virtual meeting website and viewable by shareholders who've logged into today's meeting using their 16-digit control number. Generally, shareholders who logged into the meeting using their control number can vote their shares online at any time until the closing of the polls by clicking the Vote Here button.

However, shareholders who hold their shares in Lilly's 401(k) plan were required to vote by April 30, 2025, and may not vote or change their vote at this meeting. If you previously voted by proxy and do not wish to revoke or change your prior vote, your vote will be cast as previously instructed, and no further action is required. Broadridge Financial Solutions has been appointed to act as the Inspector of Election and to tabulate the vote. Their oaths and an affidavit of mailing will be filed with the minutes of this meeting. The Inspector of Election has reported that a majority of the outstanding shares entitled to vote is present today, either virtually or by proxy, and therefore a quorum is present for purposes of conducting the business of the meeting.

Since legal notice of the meeting has been given and a quorum is present, the meeting is properly convened and open for business.

Dave Ricks
Chair, President and CEO, Eli Lilly and Company

Great. Thanks, Anat. The first item of business is Proposal One, the election of directors. The board is divided into three classes, each serving three-year terms, with approximately one-third of the board of directors standing for election each year. This morning, we will elect four directors whose term will end in 2028. As shown on slide seven, the directors up for election today are Ralph Alvarez, Mary Lynne Hedley, Kimberly Johnson, and Juan Luciano. The biographies and qualifications for each of these nominees are detailed in your proxy statement. These four directors were duly nominated, and the nominations are now closed. The board recommends that shareholders vote for each of the director nominees. The second item of business is the advisory vote approving the compensation pay to our named executive officers. This is known as a say-on-pay vote.

The third item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent auditor for year 2025. The next items of business are two proposals to amend the Articles of Incorporation. Proposal Four would eliminate the classified board structure over the next few years so that starting with the 2028 Annual Meeting of Shareholders, the entire board of directors would be elected annually. Proposal Five would eliminate the requirement that 80% of the outstanding shares approve certain corporate actions. The board recommends that shareholders vote for the approval of items two through five. The polls have been open for voting since the beginning of this meeting. I ask that shareholders who have not yet voted or wish to change their previous vote do so now through the virtual meeting website. We'll pause briefly to allow for any final voting.

Okay, it's 8:37 A.M., and the polls are now closed. The electronic votes and proxies will be tabulated and certified by the inspector of the election. Based on the preliminary vote counts, the inspector of the election has advised that for each of the four director nominees named in the proxy statement, the votes cast for exceeded the votes cast against each of these nominees. A majority of the votes cast were in favor of say-on-pay. A majority of the votes cast were also in favor of ratification of Ernst & Young as our independent auditor for 2025. The management proposals to amend the Articles of Incorporation, to eliminate the classified board structure, and to eliminate the supermajority voting provisions did not receive the required vote of outstanding shares, so neither of these proposals will be adopted.

We'll publish the final results in a Form 8-K filing with the SEC in the next few days. As there's no further business to come before this meeting, we will now adjourn the formal business of the meeting and continue with a brief overview of the company's performance and some Q&A. As you can see on slides eight through ten, 2024 was a year of great progress for Lilly. We grew our top line, advanced our pipeline, expanded manufacturing capacity to meet increasing demand, and delivered innovative new medicines to more than 58 million people around the world. We've carried this momentum into 2025, and we remain focused on the opportunity before us to solve some of the world's most serious healthcare problems and make life-changing medicines for millions more people. We delivered strong results in 2024, propelled by the performance of Mounjaro, Zepbound, as well as Verzenio.

We advanced our pipeline of new medicines across core therapeutic areas and created new partnerships and innovative ways of collaborating to add to our pipeline, giving us the potential to launch new medicines and indications this year and in the years ahead. We saw exciting pipeline progress in 2024 as we continued to execute against our long-term balanced growth strategy in obesity and diabetes, as well as in oncology, neuroscience, and immunology. We started eight new phase three programs and disclosed phase three data from 21 trials, which included 17 major publications in top-tier medical journals. Notable among these were positive data readouts for Tirzepatide, Imlunestrant, and insulin efsi tora alfa, and the initiation of phase three programs for Lepidicerin, Remtinitub, and Olemarasib. We also added 14 new programs to the early phase pipeline.

In 2025, we look forward to several important late-stage readouts that have the potential to contribute significantly to further growth. We received U.S. regulatory approval for two new medicines in 2024: Kisunla for Alzheimer's disease and EBGLYSS for moderate to severe atopic dermatitis, as well as many new indications, including Zepbound's approval as the first-ever treatment for moderate to severe obstructive sleep apnea. We've launched a total of five new medicines since 2022, including EBGLYSS, Jaypirca, Kisunla, Mounjaro, and Zepbound, and Omvoh, further accelerating our patient reach and growth. Our financial performance in 2024 was also strong. Full-year revenue increased 32%, reaching $45 billion. In the fourth quarter, revenue grew 45% year over year as our portfolio of new medicines gained momentum. In December 2024, we announced a new $15 billion share repurchase program and the seventh consecutive year of 15% in quarterly dividend increase.

We remain among the top of our industry in research and development reinvestment. In 2024, we invested close to $11 billion in R&D, which was nearly a quarter of our revenue and represents a year-over-year increase of 18%. We expect our total R&D investment to increase meaningfully in 2025. We continue to complement our pipeline through acquisitions and collaborations in 2024. We acquired Morphic Therapeutics and announced a collaboration with OpenAI to invent novel antimicrobials. We opened the Lilly Seaport Innovation Center in Boston as a hub of Lilly's genetic medicine efforts, and we announced a new Lilly Gateway lab in the U.K. to collaborate with European researchers. We also made substantial investments in our supply chain and expanded our manufacturing footprint to support the increasing demand for our medicines across all therapeutic areas.

In February of this year, we announced a major new investment in the United States, bringing our total manufacturing commitment since 2020 to more than $50 billion, as we establish capacity to deliver our innovative treatments for years to come. These investments will strengthen our supply chain resilience, create thousands of high-paying jobs, and enhance our sustainability efforts. Our launch of Lilly Direct in the U.S. and other digital health partnerships around the world has made it easier for people living with chronic conditions to access quality care and treatment. The platform provides personalized digital tools and services to help patients take charge of their own health journeys with the aim of achieving better outcomes. In addition to streamlining access, Lilly Direct provides safe and effective medicines for obesity, diabetes, and migraine directly from a secure, trusted source.

In closing, I would like to thank my 47,000 Lilly colleagues across the world for our valued network and our valued network of collaborators and partners. Our people continue to be the driving force behind our achievements on behalf of patients and shareholders. Thank you for joining us today. In the nearly 150 years Lilly has been creating medicines, our opportunity to transform human health has never been greater. With your support, we will continue to tackle the most critical medical challenges with science, with courage, and persistence in the face of obstacles. Inspired by the stories patients share with us daily and the growing global impact of Team Lilly, we are driven to make medicine better and better. Now we'll move to the Q&A portion of the meeting, which will be moderated by Jim Greffet.

Jim Greffet
VP of Sustainability, Eli Lilly and Company

Thanks, Dave. Before we begin, I'll provide a reminder of the process to be followed. If a shareholder would like to ask a question, please complete the Ask a Question field and click Submit. Please note that only appropriate questions relevant to the purposes of the meeting and the company's business will be addressed, as set forth in the rules of conduct and procedures available on the virtual meeting website. In fairness to everyone who may have a question, we will limit each shareholder to one question. If all other shareholders have had an opportunity to ask a question and if time allows, shareholders may ask a second question. Representatives of Ernst & Young are also in attendance and are available to answer any audit-related questions from shareholders. The first question is for you, Dave.

The calculation of the CEO compensation actually paid total in the pay versus performance table for the past several years can dramatically differ from the CEO total compensation amount in the summary compensation table. Does the Compensation Committee use the compensation actually paid total compensation figure in setting the CEO target total compensation award for the coming year?

Dave Ricks
Chair, President and CEO, Eli Lilly and Company

Thank you. In short, no. The compensation table, which has traditionally been in the proxy, summarizes the at-target compensation for myself and other named executive officers. This is, of course, a target that needs to be achieved, and actual compensation at the end of the period can vary dramatically from those numbers, from zero to higher numbers. Conversely, this table of CEO compensation actually paid, which I'll just note is a defined term, not actually the compensation paid, is required by SEC for disclosure. It attempts to kind of mark to market the value of those prior awards before that period ends and including the period that just ended. That is the result or the projected result of those compensation programs, but it does not always reflect the compensation actually paid despite its name and is not really used to set compensation by the Comp Committee.

Rather, they focus on the target awards and the range of outcomes if we do overdeliver for shareholders and other stakeholders during the period. Thanks for the question.

Jim Greffet
VP of Sustainability, Eli Lilly and Company

Thanks, Dave. The next question, Anat, will direct to you. How much training is provided to employees to prevent clicking on links resulting in malware or breaks of cybersecurity?

Anat Hakim
EVP, General Counsel and Corporate Secretary, Eli Lilly and Company

Great. Thanks for a good question. Of course, we have a comprehensive cybersecurity program here, and it's multifaceted and intended to protect the company. Of course, it includes the type of training you ask about to prevent employees from clicking on malware or any other type of incident to prevent cybersecurity incidents. That is something that we keep a watchful eye on and will continue to do so in the interest of shareholders.

Jim Greffet
VP of Sustainability, Eli Lilly and Company

Thanks, Anat. Those are all the questions we've received, so we will close the meeting here. In closing, I'd like to thank you for joining our annual meeting and for your continued support of Eli Lilly and Company. Have a good day.

Operator

The meeting has now concluded. Thank you for joining. You may now disconnect.

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