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 11, 2019
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Exact name of registrant as specified in its charter)
Israel | 001-16174 | Not Applicable | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
5 Basel Street
P.O. Box 3190
Petach Tikva 4951033, Israel
(Address of Principal Executive Offices, including Zip Code)
+972-3-914-8171
(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 theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 |
(a) | Teva Pharmaceutical Industries Limited (“Teva”) held its Annual Meeting of Shareholders on June 11, 2019 (the “Annual Meeting”). |
(b) | The following is a summary of the matters voted on at that meeting. |
(1) | The shareholders elected the following directors to serve on Teva’s Board of Directors (the “Board”), until Teva’s 2022 annual meeting of shareholders, as follows: |
Directors | For | Against | Abstain | Brokers non-vote | ||||||||||||
Amir Elstein | 633,473,295 | 21,948,152 | 1,354,997 | 137,078,223 | ||||||||||||
Roberto A. Mignone | 642,834,352 | 12,974,599 | 967,493 | 137,078,223 | ||||||||||||
Dr. Perry D. Nisen | 642,929,707 | 12,907,677 | 939,060 | 137,078,223 |
(2) | The shareholders approved, on anon-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 | |||||||||
581,375,822 | 72,465,583 | 1,575,643 | 137,078,223 |
(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 | 11,178,218 | 10,385,135 | 720,505 | — | ||||||||||||
Indicating “NO” for personal interest | 561,922,187 | 55,989,678 | 592,579 | — | ||||||||||||
Total | 573,100,405 | 66,374,813 | 1,313,084 | 137,078,223 |
(4) | Director Compensation: |
a. | The shareholders approved the compensation to be provided to Teva’snon-employee directors, as follows: |
For | Against | Abstain | Brokers non-vote | |||||||||
518,694,561 | 136,907,171 | 1,173,482 | 137,078,223 |
b. | The shareholders approved the compensation to be provided to Teva’snon-executive Chairman of the Board, as follows: |
For | Against | Abstain | Brokers non-vote | |||||||||
533,967,862 | 121,659,408 | 1,149,174 | 137,078,223 |
(5) | 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 2020 annual meeting of shareholders, as follows: |
For | Against | Abstain | Brokers non-vote | |||||||||
773,992,867 | 15,821,278 | 1,846,305 | — |
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 11, 2019 | By: | /s/ Michael McClellan | ||||||
Name: | Michael McClellan | |||||||
Title: | Executive Vice President, Chief | |||||||
Financial Officer |