8-K
TEVA PHARMACEUTICAL INDUSTRIES LTD (TEVA)
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<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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<br>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<br>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<br>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 |