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    SEC Form 8-K filed by Teva Pharmaceutical Industries Limited

    6/5/25 4:52:32 PM ET
    $TEVA
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $TEVA alert in real time by email
    8-K
    TEVA PHARMACEUTICAL INDUSTRIES LTD 00-0000000 false 0000818686 0000818686 2025-06-05 2025-06-05
     
     

    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
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