8-K

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

Date: June 5, 2025

/s/ Eli Kalif

Executive Vice President, Chief Financial Officer

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 5, 2025

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

(Exact name of registrants as specified in its charter)

Israel

001-16174

Not Applicable

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

124 Dvora Hanevi’a Street

Tel Aviv 6944020, Israel

(Address of Principal Executive Offices, including Zip Code)

+972- 3-914-8213

(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 the Form 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-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.

Teva Pharmaceutical Industries Limited (“Teva” or the “Company”) held its Annual Meeting on June 5, 2025 (the “Annual Meeting”). The following is a summary of the matters voted on at the meeting.

(1) The shareholders elected to appoint the following person to the Board, to serve until Teva’s 2027 annual meeting of shareholders, as follows:


Directors	For		Against		Abstain		Brokers non-vote
Chen Lichtenstein		654,450,171		135,306,461		13,065,014	61,943,377

The shareholders elected to appoint the following persons to the Board, to serve until Teva’s 2028 annual meeting of shareholders, as follows:


Directors	For		Against		Abstain		Brokers non-vote
Amir Elstein		628,249,902		172,959,185		1,606,559	61,943,377
Roberto A. Mignone		652,577,603		137,177,350		13,060,693	61,943,377
Dr. Perry D. Nisen		644,697,802		145,078,739		13,039,105	61,943,377
Dr. Tal Zaks		653,460,760		136,254,343		13,100,531	61,943,377

(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
688,836,027	99,207,637	14,771,995	61,943,377

(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		5,944,080		—		60,298	0
Did not indicate “YES” for personal interest		704,221,967		90,789,459		1,799,855	0
Total		710,166,047		90,789,456		1,860,153	0

(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
723,482,261	77,535,212	1,798,161	61,943,377

(5A) The shareholders approved an amendment to the compensation to be provided to Teva’s non-employee Directors, as follows:


For	Against	Abstain	Brokers non-vote
773,824,912	27,111,172	1,878,351	61,943,377

(5B) The shareholders approved an amendment to the compensation to be provided to Teva’s non-executive Chairman of the Board, as follows:


For	Against	Abstain	Brokers non-vote
772,020,910	29,129,637	1,665,087	61,943,377

(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 2026 annual meeting of shareholders, as follows:


For	Against	Abstain	Brokers non-vote
820,210,234	35,027,740	3,504,417	0