01—Abstract
Summary
Summary of the 8-K filed June 5, 2025. Cited figures are marked; the original filing is the authoritative source.
Teva Pharmaceutical Industries Limited held its Annual Meeting on June 5, 2025, and shareholders voted on the matters reported in this Item 5.07 filing.
Shareholders elected Chen Lichtenstein to the Board until the 2027 annual meeting, and elected Amir Elstein, Roberto A. Mignone, Dr. Perry D. Nisen and Dr. Tal Zaks to terms ending at the 2028 annual meeting.
The filing reports 61,943,377 broker non-votes on each director and proposal, and the Amir Elstein vote drew the largest 'Against' count among the director nominees at 172,959,185. Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 688,836,027 votes for, 99,207,637 against and 14,771,995 abstaining. They also approved an amended Compensation Policy covering the terms of office and employment of Executive Officers and Directors, with a total of 710,166,047 votes for, 90,789,456 against and 1,860,153 abstaining.
The filing further reports approval of an amendment to the terms of office and employment of the President and Chief Executive Officer (723,482,261 for, 77,535,212 against), an amendment to non-employee Director compensation (773,824,912 for, 27,111,172 against), and an amendment to compensation for the non-executive Chairman of the Board (772,020,910 for, 29,129,637 against). Shareholders also approved the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as independent registered public accounting firm until the 2026 annual meeting, with 820,210,234 votes for, 35,027,740 against and 3,504,417 abstaining. The filing reports only these voting outcomes and does not describe further corporate actions.
02—Key points
Key Highlights
- Annual Meeting held June 5, 2025; five director nominees were elected, with Chen Lichtenstein serving until the 2027 annual meeting and the other four until the 2028 annual meeting.
- Non-binding say-on-pay vote on named executive officer compensation: 688,836,027 for, 99,207,637 against, 14,771,995 abstain.
- Amended Compensation Policy for Executive Officers and Directors approved, with a total of 710,166,047 votes for and 90,789,456 against.
- Amendment to the terms of office and employment of the President and Chief Executive Officer approved with 723,482,261 votes for and 77,535,212 against.
- Amendments to non-employee Director compensation (773,824,912 for) and to compensation for the non-executive Chairman of the Board (772,020,910 for) approved.
- Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., approved as independent registered public accounting firm until the 2026 annual meeting, with 820,210,234 votes for.
- Amir Elstein received 172,959,185 votes against, the largest against count among the director nominees.
03—Questions
Frequently Asked Questions
Who was elected to the Teva Board at the June 5, 2025 Annual Meeting?
Chen Lichtenstein was elected to serve until Teva's 2027 annual meeting. Amir Elstein, Roberto A. Mignone, Dr. Perry D. Nisen and Dr. Tal Zaks were elected to serve until Teva's 2028 annual meeting.
Did shareholders approve executive compensation?
Yes. On a non-binding advisory basis, shareholders approved the compensation of the named executive officers listed in the proxy statement, with 688,836,027 votes for, 99,207,637 against, 14,771,995 abstaining and 61,943,377 broker non-votes.
What changes to compensation arrangements did shareholders approve?
Shareholders approved an amended Compensation Policy for Executive Officers and Directors, an amendment to the terms of office and employment of the President and CEO, an amendment to non-employee Director compensation, and an amendment to compensation for the non-executive Chairman of the Board.
Who was approved as Teva's independent auditor?
Shareholders approved Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as independent registered public accounting firm until Teva's 2026 annual meeting, with 820,210,234 votes for and 35,027,740 against.
04—Continue