AGM Information • Jun 7, 2024
AGM Information
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Washington, D.C. 20549
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 6, 2024
(Exact name of registrants as specified in its charter)
(State or other jurisdiction of Incorporation)
(Commission File Number)
Israel 001-16174 Not Applicable (IRS Employer Identification Number)
124 Dvora Hanevi'a Street Tel Aviv 6944020, Israel (Address of Principal Executive Offices, including Zip Code)
+972-3-914-8213 (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:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
|---|---|---|
| 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. ☐
Teva Pharmaceutical Industries Limited ("Teva" or the "Company") held its Annual Meeting on June 6, 2024 (the "Annual Meeting"). The following is a summary of the matters voted on at the meeting.
(1) The shareholders elected to appoint the following person to the Board, to serve until Teva's 2026 annual meeting of shareholders, as follows:
| Brokers | ||||
|---|---|---|---|---|
| Directors | For | Against | Abstain | non-vote |
| Prof. Varda Shalev | 602,030,429 | 91,772,897 | 2,121,621 | 77,433,361 |
The shareholders elected to appoint the following persons to the Board, to serve until Teva's 2027 annual meeting of shareholders, as follows:
| Brokers | ||||
|---|---|---|---|---|
| Directors | For | Against | Abstain | non-vote |
| Rosemary A. Crane | 511,812,296 | 181,995,022 | 2,117,693 | 77,433,361 |
| Gerald M. Lieberman | 560,335,672 | 133,450,043 | 2,139,232 | 77,433,361 |
| Prof. Ronit Satchi-Fainaro | 517,677,574 | 176,129,338 | 2,118,035 | 77,433,361 |
(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 |
|---|---|---|---|
| 571,822,049 | 120,609,632 | 3,493,266 | 77,433,361 |
(3) The shareholders recommended, on a non-binding advisory basis, to hold a non-binding advisory vote to approve the compensation for Teva's named executive officers every one year, as follows:
| One Year | Two Years | Three Years | Abstain | Brokers non-vote |
|---|---|---|---|---|
| 536,980,720 | 593,460 | 104,041,544 | 54,309,223 | 77,433,361 |
(4) 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 2025 annual meeting of shareholders, as follows:
| For | Against | Abstain | Brokers non-vote |
|---|---|---|---|
| 731,150,255 | 30,335,560 | 5,096,971 | 0 |
Based on the voting results set forth in (3) above, Teva's Board of Directors has determined that an advisory vote by the shareholders regarding named executive officer compensation as set forth in the proxy statement will be conducted on an annual basis.
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 6, 2024 By: /s/ Eli Kalif
Name: Eli Kalif
Title: Executive Vice President, Chief Financial Officer
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