SEC Form 6-K filed by Takeda Pharmaceutical Company Limited
$TAK
Biotechnology: Pharmaceutical Preparations
Health Care
FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of July 2024
Commission File Number: 001-38757
TAKEDA PHARMACEUTICAL COMPANY LIMITED
(Translation of registrant’s name into English)
1-1, Nihonbashi-Honcho 2-Chome
Chuo-ku, Tokyo 103-8668
Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Information furnished on this form:
EXHIBIT
Exhibit Number | ||||||||
| 1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TAKEDA PHARMACEUTICAL COMPANY LIMITED | |||||||||||
| Date: July 2, 2024 | By: | /s/ Norimasa Takeda | |||||||||
Norimasa Takeda Chief Accounting Officer and Corporate Controller | |||||||||||
Results of the Exercise of Voting Rights of the 148th Ordinary General Meeting of Shareholders
1.Reason for the submission
The report is submitted pursuant to the provisions of Article 24-5, Paragraph 4 in the Financial Instruments and Exchange Act, and Article 19, Paragraph 2, Item 9-2 in the Cabinet Office Ordinance on Disclosure of Corporate Information, etc., which shows the results of the resolution on the matters to be resolved at the 148th Ordinary General Meeting of Shareholders of the Company held on June 26, 2024.
2.Contents
[1] The date of the shareholders meeting
June 26, 2024
[2] Details of matters to be resolved
First Proposal: Appropriation of Surplus
Concerning the year-end dividend
94yen per share of common stock of the Company
Second Proposal: Election of Ten (10) Directors who are not Audit and Supervisory Committee Members
To elect Christophe Weber, Andrew Plump, Milano Furuta, Masami Iijima, Ian Clark, Steven Gillis, John Maraganore, Michel Orsinger, Miki Tsusaka and Emiko Higashi as Directors who are not Audit and Supervisory Committee Members.
Third Proposal: Election of Four (4) Directors who are Audit and Supervisory Committee Members
To elect Koji Hatsukawa, Yoshiaki Fujimori, Kimberly A. Reed and Jean-Luc Butel as Directors who are Audit and Supervisory Committee Members.
Fourth Proposal: Payment of Bonuses to Directors who are not Audit and Supervisory Committee Members
To pay bonuses within a total of 500 million yen to the 2 Directors who are not Audit and Supervisory Committee Members (excluding Directors residing outside of Japan and External Directors) in office as of the end of this fiscal year.
[3] Numbers of voting rights for approval of, against and abstaining from each of the matters to be resolved, requirements for each of the matters to be resolved to be approved and the results for each resolution
| Matter to be resolved | Approval (No. of voting rights) | Against (No. of voting rights) | Abstention (No. of voting rights) | Total No. of voting rights exercised | Result (Proportion of approval) | Approval requirements | ||||||||||||||
| First Proposal | 11,441,358 | 217,938 | 208 | 11,714,727 | Approval (97.67%) | (Note) 1 | ||||||||||||||
| Second Proposal | (Note) 2 | |||||||||||||||||||
Christophe Weber | 8,929,513 | 2,705,044 | 24,971 | 11,714,751 | Approval (76.22%) | |||||||||||||||
Andrew Plump | 10,480,428 | 1,178,214 | 921 | 11,714,786 | Approval (89.46%) | |||||||||||||||
Milano Furuta | 11,020,596 | 637,997 | 921 | 11,714,737 | Approval (94.07%) | |||||||||||||||
Masami Iijima | 11,261,004 | 397,540 | 921 | 11,714,688 | Approval (96.13%) | |||||||||||||||
Ian Clark | 10,807,889 | 850,650 | 921 | 11,714,683 | Approval (92.26%) | |||||||||||||||
Steven Gillis | 10,923,899 | 734.698 | 921 | 11,714,741 | Approval (93.25%) | |||||||||||||||
John Maraganore | 11,407,959 | 250,624 | 921 | 11,714,727 | Approval (97.38%) | |||||||||||||||
Michel Orsinger | 11,217,700 | 440,845 | 921 | 11,714,689 | Approval (95.76%) | |||||||||||||||
Miki Tsusaka | 11,419,385 | 239,171 | 921 | 11,714,700 | Approval (97.48%) | |||||||||||||||
Emiko Higashi | 11,052,886 | 605,656 | 921 | 11,714,686 | Approval (94.35%) | |||||||||||||||
| Third Proposal | (Note) 2 | |||||||||||||||||||
Koji Hatsukawa | 11,358,401 | 300,067 | 920 | 11,714,611 | Approval (96.96%) | |||||||||||||||
Yoshiaki Fujimori | 11,349,283 | 309,178 | 920 | 11,714,604 | Approval (96.88%) | |||||||||||||||
Kimberly A. Reed | 11,415,517 | 242,949 | 920 | 11,714,609 | Approval (97.45%) | |||||||||||||||
Jean-Luc Butel | 11,351,749 | 306,701 | 920 | 11,714,593 | Approval (96.90%) | |||||||||||||||
Fourth Proposal | 8,625,102 | 3,017,329 | 17,099 | 11,714,753 | Approval (73.63%) | (Note) 1 | ||||||||||||||
(Note) | 1. Approval requires a majority of the voting rights of shareholders in attendance and able to exercise voting rights. | ||||
2. Approval requires the attendance of shareholders possessing at least one third of the voting rights of shareholders who are able to exercise voting rights and a majority of the voting rights of shareholders in attendance. | |||||
[4] Reason for not adding some of the voting rights of shareholders who attended the Ordinary General Meeting of Shareholders to the number of voting rights for approval of, against or abstaining from each of the matters to be resolved
The requirements for approval of the resolutions were met by the advance voting by the day prior to the date of this Ordinary General Meeting of Shareholders and the tallying of votes received from some of the shareholders who attended on the day of the meeting for which the approval or otherwise of the resolutions could be confirmed, and the resolutions were thus passed legally in accordance with the Companies Act. Therefore, the remaining votes of shareholders who attended on the day of this Ordinary General Meeting of Shareholders were not added to the number of voting rights for approval of, against or abstaining from each of the matters to be resolved.
End of Document