Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Amendment and Restatement of the 2018 Elanco Stock Plan

At the annual meeting of shareholders of Elanco Animal Health Incorporated ("Elanco") held on May 19, 2021, Elanco's shareholders approved the amendment and restatement of the 2018 Elanco Stock Plan (as amended and restated, the "Amended 2018 Plan"). The Amended 2018 Plan was approved by Elanco's Board of Directors (the "Board") on March 4, 2021, subject to the approval of Elanco's shareholders, and became effective with such shareholder approval on May 19, 2021.

As a result of such shareholder approval, the Amended 2018 Plan was materially amended and changed to increase the shares authorized for issuance under the Amended 2018 Plan by 9,000,000 shares and modify the share provisions to eliminate share recycling for options as well as full value awards (referred to as PAs and RSUs). Any shares withheld to cover exercise price or income tax liability upon exercise will not be eligible for being reissued from the Amended 2018 Plan, and any shares withheld to cover for income tax liability upon vesting will not be eligible for reissuance from the Amended 2018 Plan.

A more complete description of the terms of the Amended 2018 Plan and the material amendments and modifications thereto can be found in "Notice of Annual Meeting of Shareholders - Proxy Item No. 4 - Approval of the Amended and Restated 2018 Elanco Stock Plan, Including an Amendment to Increase the Number of Shares Authorized for Issuance Thereunder by 9,000,000" (pages 46 through 51) in Elanco's definitive proxy statement dated March 25, 2021, and filed with the Securities and Exchange Commission on March 25, 2021 (the "Proxy Statement"), which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from Elanco's Proxy Statement are qualified in their entirety by reference to the Amended 2018 Plan, a copy of which is filed as Exhibit 10.1 to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders

Elanco held its annual meeting of shareholders on May 19, 2021. Voting results for each matter submitted to a vote at the 2021 annual meeting are provided below.

Proposal 1. Election of Directors. All of the nominees nominated by the Board for director were elected to serve for a three-year term ending at the 2024 annual meeting of shareholders or until their respective successors are elected and qualified, by the votes set forth in the table below.





                                                                    BROKER
NOMINEE                   FOR           AGAINST       ABSTAIN     NON-VOTES
William F. Doyle      311,486,687     83,244,313      559,998     23,044,714
Art A. Garcia         211,799,189     182,927,605     564,204     23,044,714
Denise Scots-Knight   211,010,337     183,724,049     556,612     23,044,714
Jeffrey N. Simmons    248,518,711     146,230,797     541,490     23,044,714

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as Elanco's principal independent auditor for 2021, by the votes set forth in the table below.





     FOR          AGAINST       ABSTAIN
  418,089,811       53,257       192,644

Proposal 3. The shareholders approved, by non-binding vote, the compensation of named executive officers, by the votes set forth in the table below.





                                                    BROKER
     FOR            AGAINST         ABSTAIN       NON-VOTES
  382,057,347       12,983,446       250,205       23,044,714

Proposal 4. The shareholders approved the Amended and Restated 2018 Elanco Stock Plan, including an amendment to increase the number of shares authorized for issuance thereunder by 9,000,000, by the votes set forth in the table below.





                                                    BROKER
     FOR            AGAINST         ABSTAIN       NON-VOTES
  383,674,450       11,409,218       207,330       23,044,714

As of the record date of the meeting, 472,799,742 shares of common stock were issued and outstanding.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.                                 Description
  10.1          Elanco Animal Health Incorporated Amended and Restated 2018 Elanco
              Stock Plan (including related form agreements).
104.1         Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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