Good morning, and welcome to the 2026 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 view the slides as we go through the 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 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'll hand the meeting over to Dave Ricks, Lilly's Chair, President, and CEO.
Thanks, Jim. Good morning. Thank you for joining us today. It's now time to call the meeting to order. In addition to Jim, participating with me today are Lucas Montarce, our Chief Financial Officer, Anat Hakim, our General Counsel and Secretary, and Dr. Daniel Skovronsky, Chief Scientific Officer and Product Officer and the President of Lilly Research Laboratories. We are also joined 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 2026 annual meeting of shareholders and reflected on slide five. Following our formal business meeting, I'll offer some brief remarks. Then we'll have a Q&A session. Let's get started with today's business. I'll hand it off to Anat Hakim, the secretary for the meeting.
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 this meeting, which was distributed to shareholders starting on March 20th, 2026. This meeting was called by the board of directors. All shareholders of record at the close of business on February 25th, 2026 are entitled to vote at this meeting. A list of registered shareholders is available on the virtual meeting website and viewable by shareholders who have 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.
Shareholders who hold their shares in Lilly's 401(k) plans were required to vote by April 29th, 2026 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 votes. Their oath and an affidavit of mailing will be filed with the minutes of this meeting. The inspector of election has reported the 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 this meeting has been given and a quorum is present, the meeting is properly convened and open for business.
Thank you, Anat. First item of business is Proposal 1, the election of directors. The board is divided into three classes, each serving three-year terms, with approximately 1/3 of the directors standing for election each year. This morning, we will elect four directors whose terms will end in 2029. As shown on slide six, the directors up for election today are Dr. Carolyn Bertozzi, Dr. William Kaelin, Jon Moeller, and myself, Dave Ricks . The biographies and qualifications for the nominees are detailed in your proxy statement. These four directors were duly nominated. 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 of approving the compensation paid to our named executive officers. This is known as 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 2026. The next items of business are two proposals to amend our articles of incorporation. Proposal 4 would eliminate the classified board structure over the next few years so that starting with the 2029 annual meeting of shareholders, the entire board of directors would be elected annually. Proposal 5 would eliminate the requirement that 80% of outstanding shares approve certain corporate actions. The board recommends that shareholders vote for the approval of items two through five. We will review the two shareholder proposals. I will invite the proponent of each proposal to provide a brief statement of three minutes or less.
Proposal 6 is a shareholder proposal from Mercy Investment Services and several shareholders seeking that Lilly adopt as a policy and amend the bylaws as necessary to require an independent board chair. Operator, please open the line of Lydia Kuykendall.
Good morning. My name is Lydia Kuykendall, and I am here on behalf of Mercy Investment Services and co-filers to present Proposal 6, to amend the bylaws to require an independent board chair. As one of the primary insulin and GLP-1 makers worldwide, Eli Lilly faces substantial financial, legal, and reputational risks stemming from allegations that it has engaged in anti-competitive pricing and related behavior in both the insulin and GLP-1 markets. In fact, the company is dealing with so many legal proceedings that in their 10-K they don't list every litigation or investigation, but merely list the categories of plaintiffs and actions.
For example, under insulin pricing litigation, the company says, quote, "Since 2017 various plaintiffs, including consumers, states and state attorneys general, counties, municipalities, Native American tribes, school districts, wholesalers, third-party payers, and others have filed lawsuits." That is an extensive list and worrying for shareholders who are concerned with long-term value. These legal risks highlight the need for independent leadership. We believe a structure where the CEO runs the business and is accountable to a board led by an independent chair is in the best interest of the company's shareholders. Primarily, it eliminates structural conflicts of interest in a dual role. The management of a complex global pharmaceutical company is a full-time job. It is unrealistic and needlessly complicated to expect one person to perform well as CEO on top of his or her responsibilities for providing rigorous board oversight.
An independent board chair eliminates the structural conflicts of interest caused by the CEO essentially being his or her own boss, and clarifies where the authority of the CEO ends and responsibility of the independent board members begin. Additionally, this company has a significant governance concern resulting from large insider ownership. An independent board chair would be especially useful at Eli Lilly as its shareholders already have a diluted voice due to the company's largest shareholder being the company's own foundation. This insider ownership makes it extremely difficult for outside shareholders to exercise their rights. Having a board chair who is not independent of the company compounds this issue. U.S. boards are increasingly recognizing the value of an independent board chair. As of 2024, approximately 40% of S&P 500 firms had an independent chair.
ISS reported in September 2025 that 81% of investors responding to its policy survey indicated that an independent chair is their preferred model. The pharmaceutical companies headquartered in Europe are required to have separate roles and have not suffered as a result. For these reasons, we urge you to vote for item six. Thank you.
Thank you, Ms. Kuykendall. Proposal seven is a shareholder proposal from CommonSpirit Health and several shareholders requesting an annual lobbying report. Operator, please open the line of Laura Kraus.
Greetings. On behalf of CommonSpirit Health and co-filers, I hereby move Proposal 7, asking our company to provide a report on state and federal lobbying expenditures, including indirect funding of lobbying through trade associations and social welfare groups. Lilly does not issue a comprehensive report of its own direct lobbying. That data is scattered among federal and state regulators and is difficult to obtain. What we do know is that for its direct federal lobbying, Lilly has spent over $131 million since 2010, and there is incomplete disclosure about Lilly's spending at the state level, where an expert has actually called finding this information nearly impossible. Lilly is required to report its lobbying and already has this information, so it could easily be provided to shareholders.
This proposal also requests disclosure of dark money payments to trade associations and social welfare groups where there are no limits or disclosure requirements. Trade associations spend hundreds of millions to lobby. For example, the Chamber of Commerce has spent over $2 billion on lobbying since 1998. For 2025, Lilly lists 10 trade associations which received more than $50,000 in dues. They provide a percentage amount of their contributions used for lobbying rather than a specific dollar amount. For example, the Chamber of Commerce has received more than $50,000 in dues from Lilly, and Lilly discloses that 40% of their overall contributions to the Chamber were used for lobbying. Because we don't know how much Lilly's total contributions were above the $50,000, we are unable to ascertain their total lobbying investment through the Chamber.
Lilly also fails to disclose its payments to 501(c)(4) social welfare organizations. These organizations lobby, and companies can give unlimited and undisclosed amounts to these groups. We know that Lilly supports social welfare groups which lobby like the Alliance for a Stronger FDA and the Alliance for Patient Access, a group that claims to be pro-consumer but consistently advocates against policies to lower drug prices. What is the extent of Lilly's contributions then to dark money social welfare groups? Shareholders have no way to know without this disclosure. Notably, Lilly also lags its peers in lobbying transparency as several disclosed trade association payments used for lobbying, including Amgen, Biogen, Bristol Myers Squibb, Gilead Sciences, Merck, and Pfizer. Lobbying transparency is a safety mechanism for our company, for its reputation and for its shareholders, because what gets disclosed gets managed.
Full disclosure will ensure proper oversight of our company's lobbying, and we urge shareholders to vote for this proposal. Thank you.
Thank you, Ms. Krauss. The board recommends that shareholders vote against Proposals six and seven as set forth in the company's statement in opposition in the proxy statement. 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. Polls are now closed. The electronic votes and proxies will be tabulated and certified by the Inspector of Election. Based on a pre-preliminary count of the votes, the Inspector of Election has advised that for each of the four directors, nominees named in the proxy statement, the votes cast for exceed the votes cast against each of the nominees. A majority of the votes were cast in favor of uncertain.
Majority of the votes were cast in favor of the ratification of Ernst & Young as our independent auditor for 2026. The management proposals to amend the articles of incorporation to eliminate the classified board structure and to eliminate the super majority voting provisions did not receive the required vote of outstanding shares. Neither of these proposals will be adopted. None of the shareholder proposals that were properly presented at the meeting received a majority of votes cast. None were. We will publish the final vote results in a Form 8-K filing with the Securities and Exchange Commission in the next few days. There is 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.
2025 was an important year for Lilly and the patients we serve. We advanced exciting scientific research, expanded access to our innovative medicines, and expanded our impact, delivering life-changing treatments to more than 71 million people around the world. We've carried that momentum into 2026, and we remain focused on the opportunity before us to tackle serious diseases and make medicines make life better for millions of people. We saw significant portfolio growth in 2025. In oncology, we launched Imdelltra for the treatment of breast cancer and added an important new indication for Jaypirca for certain blood cancers. In immunology, Omvoh earned a new indication for Crohn's disease. In the neuroscience, Kisunla launched globally for Alzheimer's disease. In cardiometabolic health, we completed international rollouts of Mounjaro and submitted Orforglipron, our first oral GLP-1, for approval in the United States and more than 40 countries.
Orforglipron has now been approved and launched in the U.S. as Foundayo. It is the first oral GLP-1 that can be taken without food or water restrictions. This is a milestone we look forward to building on globally. Our late-stage pipeline advanced in 2025 as well. More than 25 phase III trials achieved positive top-line results, including registrational studies for Orforglipron and our triple-acting incretin, retatrutide. We started 12 new phase II programs across therapeutic areas, including muvalaplin for cardiovascular disease and olomorasib in non-small cell lung cancer. This progress positions us to bring critical new treatment options to even more patients in the years ahead. Our financial performance in 2025 was also strong. The full-year revenue increased 45%, driven by the performance of Mounjaro, Zepbound, and our growing portfolio of new medicines.
Uncertain became one of the world's top-selling prescription medicines by revenue, underscoring its value for people living with type 2 diabetes, obesity, and moderate to severe obstructive sleep apnea. Lilly invested $13.3 billion in R&D, nearly 20% of our revenue and an increase of 21% over the prior year. We announced our eighth consecutive 15% increase in our quarterly dividend and returned capital to shareholders through $1.5 billion in share repurchases. Since 2020, we have committed more than $55 billion to manufacturing, a major expansion that strengthens our ability to serve patients worldwide. We announced new investments in Alabama, Pennsylvania, Texas, Virginia, and the Netherlands. We began making medicines at our new sites in Wisconsin and North Carolina and advanced construction of the Lilly Medicine Foundry here in Indiana. We also remain deeply committed to expanding access.
We created new pathways to broaden availability of obesity medicines through Medicare and participating state Medicaid programs. More than 1 million people in the U.S. engaged with LillyDirect in 2025. As we work to scale this patient-first model internationally, we will also continue working with employers and insurers so more people have access to our medicines. I'm also pleased to announce that we achieved our 2030 goal of improving quality healthcare access to 30 million people annually in resource-limited settings. five years ahead of our original target. Progress extended to our ambitious 2030 climate goals as well, as we generated or purchased approximately 80% of our electricity from renewable sources. In closing, I'd like to thank my 50,000 Lilly colleagues around the world and our valued network of collaborators and partners.
As we mark our company's 150th anniversary this month, we celebrate our history and the impact Lilly has had on so many people while sharpening our focus on the incredible opportunities that lie ahead. Our world-class scientists, rapidly expanding manufacturing organization, growing adoption of AI, and deep customer and consumer understanding give me tremendous confidence in a future with many more breakthrough medicines reaching many more people around the world. Thank you for joining us today and for your continued support. Now we'll move to the Q&A portion of the meeting, which will be moderated by Jim Greffet.
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 of our executives or auditors, please complete the Ask a Question field and click Submit. Please note that only appropriate questions relevant to the purpose 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. Let's proceed to questions. At this time, we've received no questions that will be addressed during the meeting, so we will conclude the meeting.
Great. Thank you all for joining us for our annual meeting this year and for your support of Eli Lilly and Company. Have a good day.
Great. This now concludes the meeting. Thank you for joining, and have a pleasant day.