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Elanco Animal Health Incorporated (Name of Registrant As Specified in Its Charter) (Name of Person(S) Filing Proxy Statement, If Other Than the Registrant)

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Elanco Animal Health Incorporated (Name of Registrant As Specified in Its Charter) (Name of Person(S) Filing Proxy Statement, If Other Than the Registrant) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 Elanco Animal Health Incorporated (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Notice of Annual Meeting 2021 of Shareholders and Proxy Statement ELANCO ANIMAL HEALTH INCORPORATED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS May 19, 2021 The 2021 Annual Meeting of Shareholders of ELANCO ANIMAL HEALTH INCORPORATED, an Indiana corporation (the “company” or “Elanco” or “we” or “our”), will be a virtual meeting of shareholders, conducted via live audio webcast at www.virtualshareholdermeeting.com/ELAN2021 on Wednesday, May 19, 2021, at 8:00 a.m., Eastern Time (the “meeting”), to consider and act upon the following matters: Items of Business 1. Election of the four director nominees to serve three-year terms. 2. Ratification of the appointment of Ernst & Young LLP as the company’s principal independent auditor for 2021. 3. Non-binding vote on the compensation of named executive officers. 4. To approve the Amended and Restated 2018 Elanco Stock Plan, including an amendment to increase the number of shares of Elanco common stock authorized for issuance thereunder by 9,000,000. 5. Transaction of such other business as may properly come before the meeting. Voting Only shareholders of record at the close of business on March 15, 2021 are entitled to notice of, and to vote at, the meeting. At least five days prior to the meeting, a complete list of shareholders will be available for inspection by any shareholder entitled to vote at the meeting, during ordinary business hours, at the office of the Secretary of the company at 2500 Innovation Way, Greenfield, Indiana 46140 or online at www.proxyvote.com. You are cordially invited to participate in the meeting via live audio webcast and vote on the business items described in this proxy statement. Regardless of whether you expect to participate in the meeting online, please vote electronically by telephone or the Internet as described in greater detail in the proxy statement. You may also complete, sign and date the proxy card, if mailed to you, and mail it promptly. Returning the proxy card or voting electronically or telephonically will not affect your right to vote online if you participate in the meeting. By Order of the Board of Directors Catherine Powell Interim General Counsel and Corporate Secretary March 25, 2021 Even though you may plan to participate in the meeting online, please vote by telephone or the Internet, or execute the proxy card, if mailed to you, and mail it promptly. Telephone and Internet voting information is provided on the notice mailed to you or in this proxy statement. If you participate in the virtual meeting, you may revoke your proxy and vote your shares electronically during the meeting. TABLE OF CONTENTS Page Page Proxy Statement 1 Ownership of Company Stock 41 Delinquent Section 16(a) Reports 42 2021 Proxy Summary 2 Proxy Item No. 2: Proposal to Ratify the Governance 6 Appointment of Principal Independent Auditor 43 Overview of Our Corporate Governance 6 Audit Committee Report 43 Elanco Board Highlights 7 Proxy Item No. 1: Election of Directors 8 Proxy Item No. 3: Non-Binding Vote on the Committees of the Board of Directors 13 Compensation of Named Executive Officers 45 Director Independence 15 Leadership Structure of the Board of Directors 16 Proxy Item No. 4: Proposal to Approve the Governance Documents 16 Amended and Restated 2018 Elanco Stock Plan 46 Corporate Sustainability 16 Diversity, Equity and Inclusion 17 Securities Authorized for Issuance Under Equity Cybersecurity 17 Compensation Plans 52 Selection of Nominees for the Board of Directors 17 About the Meeting Director Compensation 18 53 The Board’s Role in Enterprise Risk Management 20 Other Matters 56 COVID 19 Risk Management 20 Other Business at the Annual Meeting 56 Communicating with the Board 20 Future Shareholder Proposals 56 Shareholder Engagement 20 Householding of Proxy Materials 57 Transactions with Related Persons 21 Solicitation of Proxies 57 Executive Officers 22 Appendix A – Reconciliation of Non-GAAP Executive Compensation 24 Information to GAAP Information 58 Compensation Discussion and Analysis 24 Executive Compensation Tables 34 Appendix B – Amended and Restated 2018 Elanco Stock Plan 60 PROXY STATEMENT ELANCO ANIMAL HEALTH INCORPORATED 2500 Innovation Way Greenfield, Indiana 46140 2021 ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of Elanco Animal Health Incorporated (the “Board”), an Indiana corporation, to be voted at the 2021 Annual Meeting of Shareholders, which we refer to as the “annual meeting” or the “meeting,” and any adjournment or postponement of the meeting. The meeting will be a virtual meeting, conducted via live audio webcast on Wednesday, May 19, 2021, at 8:00 a.m. Eastern Time, for the purposes contained in the accompanying Notice of Annual Meeting of Shareholders and as set forth in this proxy statement. On April 7, 2021, we made this proxy statement and form of proxy available online and mailed a notice to our shareholders containing instructions on how to access this proxy statement and our 2020 Annual Report. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 19, 2021: The Annual Report and Notice & Proxy Statement are available at www.proxyvote.com. (All website addresses given in this document are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document). ELANCO ANIMAL HEALTH INCORPORATED – Proxy Statement 1 2021 PROXY SUMMARY This summary highlights information contained in this proxy statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire proxy statement before voting. ANNUAL MEETING OF SHAREHOLDERS • Time and Date: 8:00 a.m., Eastern Time, Wednesday, May 19, 2021 • Place: Audio webcast at www.virtualshareholdermeeting.com/ELAN2021 • Record Date: Close of business on March 15, 2021 • Voting: Shareholders as of the record date are entitled to vote; each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals VOTING METHODS Shareholders of record If you are a shareholder of record, you may vote via the Internet or telephone following the instructions on the notice mailed to you or in this proxy statement. Your vote is important, and due to ongoing delays in the postal system, we are encouraging shareholders submit their proxies electronically, if possible. Alternatively, if you do not have access to a touch-tone telephone or the Internet, please sign, date and return the proxy card by mail. Street name holders Shares of our common stock that are held in a brokerage account in the name of the broker are held in “street name.” If your shares are held in street name, you should follow the voting instructions provided by your broker. You may complete and return a voting instruction form to your broker or vote by telephone or the Internet. Check your voting instruction form for more information. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ATTENDING THE ANNUAL MEETING AND VOTING Please review the questions and answers about the annual meeting and voting beginning on page 53 to help you vote and be aware of what you need to do to attend the annual meeting virtually. VOTING MATTERS AND BOARD RECOMMENDATIONS Matter Board Recommendation 1. Election of the four director nominees to serve three-year terms FOR EACH NOMINEE 2. Ratification of the appointment of Ernst & Young LLP as the company’s principal independent auditor for 2021 FOR 3. Non-binding vote on the compensation of named executive officers FOR 4. To approve the Amended and Restated 2018 Elanco Stock Plan, including an amendment to increase the number of shares of Elanco common stock authorized for issuance thereunder by 9,000,000 FOR ELECTION OF DIRECTORS: BOARD NOMINEES Director Committee Name Age Since Memberships Principal Occupation William F. Doyle 58 2020 Finance and Oversight Executive Chairman of Novocure Ltd., Innovation, Science and Technology Managing Director, WFD Ventures, LLC Art A. Garcia 60 2019 Audit Former Executive Vice President and Finance and Oversight CFO, Ryder System, Inc.
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