AGM Information • Jun 12, 2019
AGM Information
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Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 11, 2019
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)
Israel 001-16174 Not Applicable
5 Basel Street P.O. Box 3190 Petach Tikva 4951033, Israel (Address of Principal Executive Offices, including Zip Code)
+972-3-914-8171
(Registrant's Telephone Number, including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| American Depositary Shares, each representing one TEVA New York Stock Exchange |
|
|---|---|
| Ordinary Share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging Growth Company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
(a) Teva Pharmaceutical Industries Limited ("Teva") held its Annual Meeting of Shareholders on June 11, 2019 (the "Annual Meeting").
(b) The following is a summary of the matters voted on at that meeting.
(1) The shareholders elected the following directors to serve on Teva's Board of Directors (the "Board"), until Teva's 2022 annual meeting of shareholders, as follows:
| Directors | For | Against | Abstain | Brokers non-vote |
|---|---|---|---|---|
| Amir Elstein | 633,473,295 | 21,948,152 | 1,354,997 | 137,078,223 |
| Roberto A. Mignone | 642,834,352 | 12,974,599 | 967,493 | 137,078,223 |
| Dr. Perry D. Nisen | 642,929,707 | 12,907,677 | 939,060 | 137,078,223 |
(2) The shareholders approved, on a non-binding advisory basis, the compensation for Teva's named executive officers listed in the proxy statement for the Annual Meeting, as follows:
| For | Against | Abstain | Brokers non-vote |
|---|---|---|---|
| 581,375,822 | 72,465,583 | 1,575,643 | 137,078,223 |
(3) The shareholders approved an amended Compensation Policy with respect to the terms of office and employment of Teva's Executive Officers and Directors, as follows:
| For | Against | Abstain | Brokers non-vote | |
|---|---|---|---|---|
| Indicating "YES" for personal interest | 11,178,218 | 10,385,135 | 720,505 | -- |
| Indicating "NO" for personal interest | 561,922,187 | 55,989,678 | 592,579 | -- |
| Total | 573,100,405 | 66,374,813 | 1,313,084 | 137,078,223 |
(4) Director Compensation:
a. The shareholders approved the compensation to be provided to Teva's non-employee directors, as follows:
| For | Against | Abstain | Brokers non-vote |
|---|---|---|---|
| 518,694,561 | 136,907,171 | 1,173,482 | 137,078,223 |
b. The shareholders approved the compensation to be provided to Teva's non-executive Chairman of the Board, as follows:
| For | Against | Abstain | Brokers non-vote |
|---|---|---|---|
| 533,967,862 | 121,659,408 | 1,149,174 | 137,078,223 |
(5) The shareholders approved the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva's independent registered public accounting firm until Teva's 2020 annual meeting of shareholders, as follows:
| For | Against | Abstain | Brokers non-vote |
|---|---|---|---|
| 773,992,867 | 15,821,278 | 1,846,305 | -- |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 11, 2019 By: /s/ Michael McClellan
Name: Michael McClellan Title: Executive Vice President, Chief Financial Officer
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