LLYEli Lilly
Deals with insiders in the proxy filed 2026-03-20
Deals between LLY and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-21.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-03-21 with nothing like them this year
• the related person’s interest in the transaction; and“The Directors and Corporate Governance Committee or another independent body of the board retains the right to review and ratify related person transactions. In addition, the Directors and Corporate Governance Committee or such other independent body may take or cause to be taken additional actions including, but not limited to, immediate discontinuation or rescission of the transaction, or modification of the transaction.”
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New wording of the review policy 1 paragraph without an amount or a name
• the related person’s interest in the transaction; and“When a related person transaction arises that has not previously been approved or ratified or that needs to be re-reviewed, the related person transaction is presented for review and possible approval or ratification in the manner set forth above, which presentation may be, as appropriate, at the next regularly scheduled meeting of the Directors and Corporate Governance Committee or other applicable independent body.”
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The whole section
16 paragraphs quoted as filed
Conflicts of Interest“Occasionally, a director’s business or personal relationships may give rise to an interest that conflicts, or appears to conflict, with the interests of the company. As outlined in the company’s corporate governance guidelines, directors must disclose to the company all relationships that could create a conflict or an appearance of a conflict. The board, after consultation with counsel, takes appropriate steps to identify actual or apparent conflicts and ensure that all directors voting on an issue are disinterested with respect to that issue. A director may be excused from board discussions and decisions on an issue related to an actual or apparent conflict, as appropriate.”
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Conflicts of Interest“In addition, a director’s relationship with Lilly may give rise to an interest that conflicts, or appears to conflict, with the interests of another company, institution, or other stakeholder. A director must disclose his or her relationship with Lilly in connection with any scientific publication, using the International Committee of Medical Journal Editors conflict of interest form for this purpose when possible. Each director must disclose his or her service on the board to his or her employer and any other organization with which the director has a relationship of trust and where the relationship with Lilly is relevant. In addition, directors must follow the internal conflict of interest policies and procedures of each such organization.”
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Review and Approval of Transactions with Related Persons“The board has adopted a written policy and procedures for review, approval, and monitoring of transactions involving the company and related persons (including current executive officers, directors, or director nominees and persons who served in those roles at any time since the beginning of our last fiscal year, greater than five percent shareholders of the company, and immediate family members of such persons). The policy covers any related person transaction that meets the minimum threshold for disclosure in this proxy statement under relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).”
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Review and Approval of Transactions with Related Persons“Related person transactions must be preapproved by the Directors and Corporate Governance Committee of the board or another independent body of the board, who will approve the transaction only if the Directors and Corporate Governance Committee or such independent body determines it to be consistent with the interests of the company and its shareholders. In considering the transaction, the Directors and Corporate Governance Committee or such independent body will consider all relevant factors, including:”
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Review and Approval of Transactions with Related Persons“whether the transaction is on terms comparable to those available to unrelated third parties, or in the case of employment relationships, to employees generally;”
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Review and Approval of Transactions with Related Persons“the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts;”
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Review and Approval of Transactions with Related Persons“the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related person;”
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• the related person’s interest in the transaction; and“any other information regarding the transaction or the related person that would be material to the company’s shareholders in light of the circumstances of the particular transaction.”
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• the related person’s interest in the transaction; and“Before entering into a transaction that may qualify as a related person transaction, the related person (or, in the case of an immediate family member of an executive officer or director, the respective executive officer or director), should promptly notify the chair of the board or the lead independent director, as well as the general counsel.”
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• the related person’s interest in the transaction; and“The chair and lead independent director will decide if the matter should be reviewed by the Directors and Corporate Governance Committee or another independent body, unless one of them is involved in the transaction. In that case, the decision will be made by the person who is not involved in the transaction together with the chair of the Directors and Corporate Governance Committee (unless the chair of the Directors and Corporate Governance Committee is involved in the transaction, in which case the chair of the Audit Committee will be substituted).”
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• the related person’s interest in the transaction; and“If a director or an immediate family member of a director is involved in the transaction, the director will be recused from all discussions and decisions relating to the transaction.”
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• the related person’s interest in the transaction; and“The Directors and Corporate Governance Committee or another independent body may approve the related person transaction only if the Directors and Corporate Governance Committee or such independent body determines in good faith that, under all of the circumstances, the transaction is consistent with the interests of the company and its shareholders.”
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• the related person’s interest in the transaction; and“The Directors and Corporate Governance Committee or the other independent body may set any conditions they consider appropriate for the company or related person when approving a related person transaction.”
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• the related person’s interest in the transaction; and“Approved recurring transactions will be reviewed annually by the Directors and Corporate Governance Committee or another independent body to determine whether the transaction continues to be consistent with the interests of the company and its shareholders.”
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• the related person’s interest in the transaction; and“When a related person transaction arises that has not previously been approved or ratified or that needs to be re-reviewed, the related person transaction is presented for review and possible approval or ratification in the manner set forth above, which presentation may be, as appropriate, at the next regularly scheduled meeting of the Directors and Corporate Governance Committee or other applicable independent body.”
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• the related person’s interest in the transaction; and“In 2025, there were no related party transactions required to be reported pursuant to relevant SEC rules in this proxy statement.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗