Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Teva Pharmaceutical Industries Limited ("Teva" or the "Company") held its Annual Meeting onJune 23, 2022 (the "Annual Meeting"). At the Annual Meeting, Teva's shareholders approved an amendment to the Company's Articles of Association (the "Articles"), effective upon approval onJune 23, 2022 , to, among other things, (i) eliminate the requirement for a minimum number of in-person meetings of the Company's Board of Directors (the "Board"), (ii) provide the Chairman of the Company's Board with discretion to determine, with respect to each year, whether a majority of the in-person meetings of the Board shall be convened inIsrael , (iii) provide that the CEO shall lead the management team and manage the Company from its headquarters inIsrael , (iv) stipulate that the English language version of the Articles shall be the binding version, (v) clarify that the Board shall set the maximum number of directors to be appointed at each general meeting, (vi) amend or remove certain additional provisions that either are obsolete or no longer desirable due to changes in Teva's governance structure or amendments to the Israeli Companies Law, 5759-1999, (vii) address Teva's unique status as a company subject to both applicable Israeli andU.S. laws, rules and regulations and (viii) correct minor ambiguities. The foregoing description is qualified in its entirety by reference to the full text of the amended Articles of Association which is attached hereto as Exhibit 3.1
Item 5.07 Submission of Matters to a Vote of Security Holders.
As described above, Teva held its Annual Meeting on
(1) The shareholders elected to appoint the following persons to the Board, each to serve until Teva's 2025 annual meeting of shareholders, as follows:
Directors For Against Abstain Brokers non-vote
(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 424,554,002 137,783,772 21,797,642 110,547,425
(3) The shareholders approved Teva's 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 9,100,277 2,142,511 120,718
0 Indicating "NO" for personal interest 415,051,270 126,286,322 21,564,100 0 Total 424,151,547 128,428,833 21,684,818 0
(4) The shareholders approved amendments to Teva's Articles, as follows:
For Against Abstain Brokers non-vote 523,934,723 58,788,742 1,411,956 110,547,420
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(5) The shareholders approved the appointment of Kesselman & Kesselman, a
member of
For Against Abstain Brokers non-vote 667,890,796 21,659,403 1,296,846 0
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description of Document 3.1 Articles of Association 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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