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Teva Pharmaceutical Industries Ltd.

AGM Information Jun 7, 2024

7082_rns_2024-06-06_5141ba53-1d45-442e-92f2-81c372e3332a.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 6, 2024

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

(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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

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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