SEC Form 8-K filed by Teva Pharmaceutical Industries Limited

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 5, 2025

 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

(Exact name of registrants as specified in its charter)

 

 

Israel		001-16174		Not Applicable
(State or other jurisdiction of Incorporation)		(Commission File Number)		(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 Ordinary Share		TEVA		New York Stock Exchange

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 5, 2025 (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 2027 annual meeting of shareholders, as follows:

 

Directors		For				Against				Abstain				Brokers non-vote
Chen Lichtenstein			654,450,171				135,306,461				13,065,014			61,943,377

The shareholders elected to appoint the following persons to the Board, to serve until Teva’s 2028 annual meeting of shareholders, as follows:

 

Directors		For				Against				Abstain				Brokers non-vote
Amir Elstein			628,249,902				172,959,185				1,606,559			61,943,377
Roberto A. Mignone			652,577,603				137,177,350				13,060,693			61,943,377
Dr. Perry D. Nisen			644,697,802				145,078,739				13,039,105			61,943,377
Dr. Tal Zaks			653,460,760				136,254,343				13,100,531			61,943,377

(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
688,836,027		99,207,637		14,771,995		61,943,377

(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			5,944,080				—				60,298			0
Did not indicate “YES” for personal interest			704,221,967				90,789,459				1,799,855			0
Total			710,166,047				90,789,456				1,860,153			0

(4) The shareholders approved an amendment to the terms of office and employment of Teva’s President and Chief Executive Officer, as follows:

 

For		Against		Abstain		Brokers non-vote
723,482,261		77,535,212		1,798,161		61,943,377

(5A) The shareholders approved an amendment to the compensation to be provided to Teva’s non-employee Directors, as follows:

 

For		Against		Abstain		Brokers non-vote
773,824,912		27,111,172		1,878,351		61,943,377

(5B) The shareholders approved an amendment to the compensation to be provided to Teva’s non-executive Chairman of the Board, as follows:

 

For		Against		Abstain		Brokers non-vote
772,020,910		29,129,637		1,665,087		61,943,377

(6) 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 2026 annual meeting of shareholders, as follows:

 

For		Against		Abstain		Brokers non-vote
820,210,234		35,027,740		3,504,417		0

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 5, 2025				By:		/s/ Eli Kalif
				Name:		Eli Kalif
				Title:		Executive Vice President, Chief Financial Officer