Elanco Animal Health Inc

1. 1

   Election of five director nominees to serve one-year terms.

   ManagementBoard: FOR

   Elect five nominated directors (Class I and Class II nominees) to serve until the 2027 annual meeting as part of the Board’s continued declassification process and to fill vacancies from departing directors.

2. 2

   Ratification of the appointment of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2026.

   ManagementBoard: FOR

   Shareholders are asked to ratify the Audit Committee’s selection of Ernst & Young LLP as Elanco’s independent registered public accounting firm for 2026.

3. 3

   Advisory vote on the compensation of Elanco’s named executive officers.

   ManagementBoard: FOR

   Non-binding, advisory (say-on-pay) proposal asking shareholders to approve the compensation of Elanco’s named executive officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy (the CD&A and Executive Compensation Tables). Management is seeking approval to validate the design and implementation of a pay program that the Compensation and Human Capital Committee believes promotes alignment with shareholders by heavily weighting at-risk compensation toward equity, tying short-term cash incentives to Elanco Cash Earnings (ECE) and long-term awards to Adjusted EBITDAR (with 2026 award design adding rTSR). The proposal is presented in the context of recent changes driven by shareholder engagement—after a lower say-on-pay support in 2025, the Company added an rTSR modifier for 2026 long-term awards and a sales growth modifier to the annual cash incentive, demonstrating responsiveness to investor feedback. The compensation program emphasizes multi-year performance metrics (two‑year PAs averaging performance each year), robust clawback policies, stock ownership guidelines, and a mix of PAs, RSUs and options to balance retention and incentives for absolute and relative share outperformance. Because the vote is advisory, a majority “against” would not automatically change awards but would prompt the Committee and Board to reassess program design and shareholder outreach; conversely, a “for” vote signals support for the Committee’s approach. The Board recommends “FOR” the proposal, citing that the program aligns executives with long‑term value creation, encourages prudent capital allocation via ECE/Adjusted EBITDAR design, and retains key leadership during a major innovation launch period. Notwithstanding that rationale, key controversies include the short two‑year PA performance period (management notes it is under review), the complexity and number of non‑GAAP metrics embedded in pay (which can obscure pay-performance line-of-sight), and the legacy effects of prior shareholder votes that required governance responsiveness. Evaluating the proposal requires weighing demonstrated operational progress and refinements to incentive design against investor concerns about transparency, metric choice, and performance-period length; for a sophisticated analyst, the program appears materially aligned with shareholder interests but merits continued monitoring of outcomes, particularly rTSR calibration and whether longer performance periods are adopted in future cycles.

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When is the Elanco Animal Health Inc 2026 annual meeting?

Elanco Animal Health Inc (ELAN) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Elanco Animal Health Inc 2026 meeting?

The record date for the Elanco Animal Health Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Elanco Animal Health Inc's 2026 meeting?

The board is presenting 9 director nominees at the Elanco Animal Health Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Elanco Animal Health Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Elanco Animal Health Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.