ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As described below, at the Annual Meeting of Shareholders of Teva Pharmaceutical Industries Limited ("Teva" or the "Company"), held on June 9, 2020 (the "Annual Meeting"), Teva's shareholders approved Amendment No. 1 to the terms of office and employment of Teva's President and Chief Executive Officer, Mr. Kåre Schultz (the "Amendment"). The Amendment amends the employment agreement, dated September 7, 2017, by and between Teva and Mr. Schultz (the "Employment Agreement") as follows:

The initial term of Mr. Schultz's employment will extend by one year to a sixth year, from November 1, 2022 to November 1, 2023.

The target grant date fair value of Mr. Schultz's annual long-term incentive equity award will increase by $4 million, all of which would vest solely subject to achievement of pre-established performance metrics.

The treatment of outstanding long-term incentive awards upon certain qualifying terminations of employment will change such that in the event Mr. Schultz incurs a termination of employment with the Company (a) by the Company without "cause," (b) by Mr. Schultz for "good reason," (c) following the Company's decision not to renew the employment agreement, or (d) by Mr. Schultz following his decision not to renew the employment agreement due to his retirement, any then-outstanding long-term incentive equity grants (both time and performance-based equity grants) would continue to vest following such a termination of employment in accordance with their terms. Continued vesting following a qualifying termination of employment will be subject to Mr. Schultz's continued compliance with the non-compete, non-solicitation, non-disparagement and confidentiality covenants contained within his employment agreement.

In addition, the non-compete covenant will also apply following a termination of employment due to the Company's decision not to renew the employment agreement and following Mr. Schultz's decision not to renew the employment agreement due to his retirement.

The foregoing description is qualified by its entirety by the terms and conditions set forth in the Amendment, a copy of which is attached hereto as exhibit 10.1, and is incorporated by reference.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the Annual Meeting, Teva's shareholders approved an amendment to the Company's Articles of Association (the "Articles") to change the language of Article 59 of the Articles to (a) eliminate the requirement that a majority of the members of Teva's Board of Directors (the "Board") shall be residents of Israel, (b) remove the provision specifying that directors are not required to hold Teva shares, and (c) remove the provision that a corporation is not qualified to serve as a director of the Company.

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.

The Annual Meeting was held on June 9, 2020. The following is a summary of the matters voted on at the meeting.



    (1) The shareholders elected to appoint the following persons to the Board, to
        serve until Teva's 2023 annual meeting of shareholders, as follows:


                                                                                  Brokers
Directors                        For            Against          Abstain         non-vote
Dr. Sol J. Barer              573,382,687       49,551,092         751,951       152,637,286
Jean-Michel Halfon            586,847,245       35,731,536       1,106,848       152,637,286
Nechemia (Chemi) J. Peres     545,838,341       73,916,234       3,931,094       152,637,286
Janet S. Vergis               574,022,233       48,888,160         775,236       152,637,286


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    (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 (the "Proxy Statement"), as follows:


    For         Against      Abstain    Brokers non-vote
491,832,844   130,236,055   1,616,730     152,637,286


    (3) The shareholders approved Teva's 2020 Long-Term Equity-Based Incentive
        Plan, substantially in the form attached as Appendix A to the Proxy
        Statement, as follows:


    For         Against      Abstain    Brokers non-vote
492,815,765   129,185,224   1,669,308     152,637,286


    (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
446,097,522   176,210,750   1,377,397     152,637,286


  (5) The shareholders approved an amendment to Teva's Articles of Association:


    For        Against      Abstain    Brokers non-vote
598,428,637   23,837,616   1,403,983     152,637,286


    (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 2021 annual meeting of
        shareholders, as follows:


    For        Against      Abstain    Brokers non-vote
751,783,149   20,035,998   1,921,263          0

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.


 Exhibit
   No.                                       Description

    3.1            Articles of Association.

   10.1            Amendment No. 1 dated as of June 9, 2020, to the Employment
                 Agreement between Teva Pharmaceutical Industries Limited and Kåre
                 Schultz.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).


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