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
The initial term of
The target grant date fair value of
The treatment of outstanding long-term incentive awards upon certain qualifying
terminations of employment will change such that in the event
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
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
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
(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 2
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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 ofPricewaterhouseCoopers 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 ofJune 9, 2020 , to the Employment Agreement betweenTeva Pharmaceutical Industries Limited andKåre Schultz . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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