There was a strong turnout at the meeting, Icos reported, where 77% of the shares voted were cast in support of the merger.
Eli Lilly previously increased its offer to buy Icos to $34 per share from its original proposal of $32 per share, or $2.1 billion. The boards of both companies had already approved the revised deal.
“We are pleased that this transaction has been approved, as we believe it represents attractive value for Icos shareholders,” said Paul Clark, Icos chairman, president and CEO.
Eli Lilly has said that, if the merger was approved, the 700 employees at Icos would lose their jobs. Closing of the transaction is expected to occur on January 29, 2007.