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Teva Pharmaceutical Industries Ltd.

AGM Information Jun 12, 2019

7082_rns_2019-06-12_40fb407b-fe37-4845-81cc-c8f5970ba03d.pdf

AGM Information

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UNITED STATES 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) June 11, 2019

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

(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.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

(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 --

SIGNATURES

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.

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

Date: June 11, 2019 By: /s/ Michael McClellan

Name: Michael McClellan Title: Executive Vice President, Chief Financial Officer

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