Elanco Animal Health (ELAN) Proxy filing summary

Executive summary

• Achieved 10 consecutive quarters of underlying growth, with 2025 organic constant currency revenue up 7% and innovation revenue exceeding targets, driven by new product launches and a robust pipeline refilled for future growth.

• Strengthened balance sheet, reducing net leverage to 3.6x, and launched a productivity initiative targeting $200–$250 million in adjusted EBITDA savings by 2030.

• Board transitions included retirements and new appointments, with ongoing governance enhancements and a focus on shareholder engagement.

• Strategy centers on innovation, portfolio optimization, and productivity, with a focus on pet health and farm animal segments, leveraging omnichannel approaches and global protein consumption trends.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five director nominees for one-year terms, ratification of Ernst & Young LLP as independent auditor for 2026, and an advisory vote on executive compensation.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board is transitioning to annual elections by 2027, with 89% independence and 56% female and/or racially/ethnically diverse members.

• Four fully independent committees oversee audit, compensation, governance, and innovation.

• Recent governance enhancements include declassifying the board, adopting majority voting, proxy access, and allowing shareholders to amend bylaws and call special meetings.

• Annual board and committee self-assessments, director education, and succession planning are in place.