8-K




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

FORM 8-K/A

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
________________

Date of Report (Date of earliest event reported): May 2, 2016


ELI LILLY AND COMPANY
(Exact name of registrant as specified in its charter)



Indiana
(State or Other Jurisdiction
of Incorporation)


Lilly Corporate Center
Indianapolis, Indiana
(Address of Principal
Executive Offices)
001-06351
(Commission
File Number)

35-0470950
(I.R.S. Employer
Identification No.)


46285
(Zip Code)

Registrant's telephone number, including area code: (317) 276-2000




No Change
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The Current Report on Form 8-K/A (this "Amended 8-K") is being filed as an amendment to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2016 (the "Original 8-K"). The purpose of this Amended 8-K is to update the disclosure under "Item 5.07 Submission of Matters to a Vote of Security Holders" of the Original 8-K to provide a summary of final results of matters voted on at the 2016 annual meeting of shareholders on May 2, 2016.









a)    The five nominees for director were elected to serve three-year terms ending in 2019, as follows:
Nominee
For
Against
Abstain
Broker Nonvote
Ralph Alvarez
801,924,801
32,835,411
1,749,774
114,263,402
R. David Hoover
822,259,666
12,607,573
1,642,747
114,263,402
Juan R. Luciano
830,842,572
4,288,667
1,378,747
114,263,402
Franklyn G. Prendergast, M.D., Ph.D.
825,861,467
9,367,687
1,280,832
114,263,402
Kathi P. Seifert
819,249,421
15,536,400
1,724,165
114,263,402

b)
By the following vote, the shareholders approved an advisory vote on compensation paid to named executive officers:
For:
817,397,904
Against:
15,124,863
Abstain:
3,987,219
Broker Nonvote:
114,263,402

c)
The appointment of Ernst & Young as our principal independent auditor was ratified by the following shareholder vote:
For:
929,115,827
Against:
20,450,045
Abstain:
1,207,516
d)
By the following vote, a shareholder proposal seeking a report regarding how we select the countries in which we operate or invest was not approved:

For:
14,603,485
Against:
779,985,096
Abstain:
41,921,405
Broker Nonvote:
114,263,402


As of the record date of the meeting, 1,104,492,346 shares of common stock were issued and outstanding.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY
(Registrant)

By:     /s/ James B. Lootens
Name:    James B. Lootens
Title:     Corporate Secretary

Dated: May 9, 2016