PG 8-K





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

FORM 8-K

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 6, 2013


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c)

On May 6, 2013, Eli Lilly and Company (the "Company") issued a press release announcing that John Lechleiter, Ph.D., the Company's chairman, president, and chief executive officer, will be taking a temporary medical leave of absence effective May 13, 2013, to undergo a scheduled surgery for a dilated aorta. Dr. Lechleiter is expected to make a full recovery and return to his duties later this summer. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

In accordance with the Company's bylaws, during Dr. Lechleiter's absence, Derica W. Rice, executive vice president, Global Services and chief financial officer, will assume the acting role of chief executive officer, and Ellen R. Marram, the board's current lead independent director, will serve as acting chairperson.

Mr. Rice, 48, has more than 22 years of service with the Company, and has served as chief financial officer for the company since 2006. Further information about Mr. Rice's business experience is available in Exhibit 99.1. There is no agreement or understanding between Mr. Rice and any other person pursuant to which Mr. Rice has assumed Dr. Lechleiter's responsibilities. Mr. Rice is not a party to any transaction or series of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are there any family relationships between Mr. Rice and any director or executive officer of the Company that would require disclosure under Section 401(d) of Regulation S-K.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.     Description of Document
99.1    Press Release dated May 6, 2013




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:     Secretary and Deputy
General Counsel

Dated: May 6, 2013








EXHIBIT INDEX

Exhibit No.     Description of Document
99.1    Press Release dated May 6, 2013



PG 8-K Exhibit 99.1


Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
U.S.A.
www.lilly.com

Date: May 6, 2013


For Release: Immediately
Refer to: (317) 433-9899, egs@lilly.com - Edward Sagebiel

Lilly Announces CEO Dr. John Lechleiter to Undergo Scheduled Surgery

INDIANAPOLIS, May 6, 2013-Eli Lilly and Company (NYSE:LLY) today announced that John C. Lechleiter, Ph.D., chairman, president, and chief executive officer, will undergo scheduled surgery for a dilated aorta on Monday, May 13, 2013. This condition was found during unrelated testing and has been asymptomatic. Lechleiter is expected to make a full recovery and return to his duties later this summer.

In accordance with the company's bylaws, Derica W. Rice, executive vice president, Global Services and chief financial officer, will assume the additional role of acting chief executive officer during Lechleiter's surgery and recuperation period. Ellen R. Marram, currently the board's lead independent director, will serve as acting chairperson of the board of directors. She was appointed as lead independent director in April 2012.

Rice, 48, has more than 22 years of service with Eli Lilly and Company, including leadership roles in finance and general management. He became chief financial officer in 2006 and assumed leadership of the company's global services organization in 2010.

Marram, 66, is president of the Barnegat Group LLC, her business advisory firm, and she is also the former CEO of two consumer products companies. She has served on the Lilly board since 2002 and is also a member of the board of directors of Ford Motor Company and The New York Times Company.

“I am grateful to be under the care of a world-class medical team located right here in Indianapolis,” said Lechleiter. “The board of directors and I have the utmost confidence in Ellen, Derica, and our Lilly leadership team. The company will be in very good hands during my leave. I look forward to returning to work following my recovery.”

About Eli Lilly and Company
Lilly, a leading innovation-driven corporation, is developing a growing portfolio of pharmaceutical products by applying the latest research from its own worldwide laboratories and from collaborations with eminent scientific organizations. Headquartered in Indianapolis, Ind., Lilly provides answers - through medicines and information - for some of the world's most urgent medical needs. Additional information about Lilly is available at www.lilly.com. C-LLY

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