This proposal asks Lilly to separate the CEO and board chair roles and require an independent chair going forward. While independent board chairs are a legitimate governance preference, Lilly has meaningfully addressed the core concern through a strong lead independent director (Juan Luciano) with clearly defined and publicly disclosed powers — including presiding over all independent director sessions, approving board agendas, leading CEO performance evaluation, and direct shareholder engagement. The board is otherwise fully independent (11 of 12 directors are independent, and all committee members are independent), and LLY's exceptional stock performance (+184.8% over three years versus a peer median of +51.8%) removes the urgency that might otherwise compel a structural governance change. Without prior-year vote data to signal unresolved shareholder concern, and given the existing robust independent oversight mechanisms, the incremental governance benefit of mandating chair separation does not outweigh the board's flexibility to structure itself appropriately.

This proposal asks Lilly to publish an annual report detailing its lobbying activities. Lilly already provides meaningful disclosure on this topic: the proxy describes semi-annual board updates on political engagement, direct company contributions, LillyPAC contributions, and trade association memberships on its public website, with the board actively overseeing political expenditures through the Directors and Corporate Governance Committee. Without a named credible filer whose identity we can assess, no significant prior-year vote signal, and with the company having already implemented substantial voluntary disclosure, the incremental value of a mandated annual lobbying report is not clearly established. On balance, the existing disclosure infrastructure and board oversight appear adequate to address shareholder interests in this area.