ELI LILLY AND COMPANY (NYSE:LLY) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendment to the Articles of Incorporate or Bylaws; Change in Fiscal Year
On December 17, 2018, the board of directors approved amendments to the Company’s Bylaws regarding the temporary authority to assume the duties and exercise the powers of the Chief Executive Officer in the event of the sudden death or incapacity of the incumbent. Such temporary authority is granted only until the board of directors appoints a successor or determines that the incumbent is able to resume the office.
The amendments are set forth below. Deletions are indicated by strikeouts and new language is indicated by underlining. The complete Bylaws are filed as an exhibit to this Form 8-K.
SECTION 3.7. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision over the management and direction of the business of the Corporation. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have such other powers and perform such other duties as are assigned to him or her by the Bylaws or the Board of Directors. At any time in which the Chief Executive Officer is unable to discharge the powers and duties of the office, then until such time as the Board shall appoint a new Chief Executive Officer or determines that the Chief Executive Officer is able to resume office, temporary authority to perform such duties and exercise such powers shall be granted in the following manner:
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(a) |
First, to the President; or if he or she is unable to discharge such powers and duties, |
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(b) |
To the executive officer who is President of Lilly USA in charge of the Corporation’s largest business unit, measured by total revenue on a consolidated basis for the most recently completed fiscal year; or if he or she is unable to discharge such powers and duties, |
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(c) |
To the executive officer who is President of Lilly Research Laboratories Chief Financial Officer; or if he or she is unable to discharge such powers and duties, |
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(d) |
To the executive officer serving as chief scientific officer General Counsel. |
Item 9.01. Financial Statements and Exhibits
Exhibit NumberDescription
99.1Bylaws as amended through December 17, 2018
EXHIBIT INDEX
LILLY ELI & CO Exhibit
EX-99.1 2 elilillyandcompanybylaws-1.htm EXHIBIT 99.1 Exhibit ELI LILLY AND COMPANYBYLAWSAs Amended throughDecember 17,…
To view the full exhibit click here
About ELI LILLY AND COMPANY (NYSE:LLY)
Eli Lilly and Company is engaged in drug manufacturing business. The Company discovers, develops, manufactures and markets products in two segments: human pharmaceutical products and animal health products. The Company’s human pharmaceutical business segment sells medicines, which are discovered or developed by its scientists. Its animal health business segment operates through the Company’s Elanco division, which develops, manufactures and markets products for both food animals and companion animals. The Company’s human pharmaceutical products include endocrinology products, such as Humalog and Humalog Mix 75/25; neuroscience products, such as Cymbalta and Zyprexa; oncology products, such as Alimta and Cyramza, and cardiovascular products, such as Cialis and ReoPro. The Company’s animal health products segment includes products for food animals, such as Rumensin and Posilac; products for companion animals, such as Onsior and Osurnia, and Novartis Animal Health (Novartis AH) products.
