This proposal asks Lilly to separate the roles of board chair and CEO, which is a legitimate governance ask that some shareholders support; however, Lilly has implemented a genuinely strong lead independent director structure with clearly defined and substantive responsibilities including leading CEO performance evaluations, running executive sessions at every board meeting, approving agendas, and engaging directly with shareholders — these are the core functions an independent chair would perform. Given the absence of any disclosed prior-year vote showing strong shareholder support for this proposal, Lilly's exceptional stock performance under the current structure, and the robustness of the existing independent oversight framework, the structural concern that typically drives support for this proposal is largely addressed, and a vote against is appropriate at this time.

This proposal asks Lilly to publish an annual report on its lobbying activities, which is a straightforward transparency ask — the lowest-bar category of stockholder proposals — and is particularly material for a major pharmaceutical company that actively lobbies on drug pricing, patent protection, and regulatory policy, all of which directly affect shareholder value and business risk. Lilly does provide some existing disclosure on its website regarding LillyPAC contributions and trade association memberships, but a formal annual lobbying report would consolidate and standardize this information in a way that shareholders can use to assess alignment between Lilly's stated values and its political spending. The board's own disclosure notes that it receives semi-annual updates on political engagement, confirming that the underlying data exists and that producing a structured annual report would not be an undue burden.