TEVA PHARMACEUTICAL INDUSTRIES LTD
For the period ended Jun 5, 2025. Filed Apr 9, 2025.
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Jun 5, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement | ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|---|---|---|
| ☒ | Definitive Proxy Statement | ||
| ☐ | Definitive Additional Materials | ||
| ☐ | Soliciting Material under §240.14a-12 | ||
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual
Meeting of Shareholders
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Teva Pharmaceutical Industries Limited (“we,” “us,” “our,” “Teva” or the “Company”) will be conducted in a virtual format through an online meeting platform. For further information, see “Questions and Answers” below. In addition, shareholders will consider Teva’s annual consolidated financial statements for the year ended December 31, 2024. Teva encourages all of its shareholders to review its annual report (“Annual Report”) on Form 10-K for the year ended December 31, 2024. Only holders of ordinary shares (or American Depositary Shares representing such ordinary shares) of record at the close of business on April 14, 2025, will be entitled to vote at the Annual Meeting. Two holders of ordinary shares who are present at the Annual Meeting, in person or by proxy or represented by their authorized persons, and who hold in the aggregate twenty-five percent or more of such ordinary shares, shall constitute a legal quorum. Should no legal quorum be present one-half hour after the scheduled time, the Annual Meeting shall be adjourned to one week from that day, at the same time and format. By Order of the Board of Directors, Dov Bergwerk Senior Vice President, Company Secretary April 9, 2025 Agenda 1. Election of Directors; 2. Advisory Vote on Compensation of Named Executive Officers; 3. Approval of Teva’s Amended Compensation Policy; 4. Approval of an Amendment to the Terms of Office and Employment of Teva’s President and Chief Executive Officer; 5. Approval of an Amendment to Director Compensation; 6. Appointment of Independent Registered Public Accounting Firm
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 5, 2025
The accompanying Proxy Statement and our Annual Report are available at www.tevapharm.com/2025proxymaterials. We expect the proxy materials to be mailed and/or made available on or before April 14, 2025.
Dear Valued Shareholder,
Teva had a remarkable year in 2024, advancing our Pivot to Growth strategy to enhance shareholder value, create a greater impact for patients and expand access to our therapies. As a Board, we are committed to guiding growth responsibly and representing your interests as we build long-term value for your investment in Teva.
Executing Our Pivot to Growth Strategy
The Board of Directors remains focused on working closely with the management team to continue positioning the Company for sustainable growth. In 2024, together with our leadership team, we continued to deliver on the four key pillars of Teva’s Pivot to Growth strategy:
Delivering on our growth engines: We achieved strong performance across our innovative portfolio: AUSTEDO® revenues were up 34%, UZEDY® revenues in the U.S. in 2024 were $117 million and AJOVY® saw a 18% increase compared to the prior year. Additionally, we expanded AJOVY® availability, launching it in most European and several international markets.
Stepping-up innovation: We have been building a strong pipeline, which is now beginning to yield results with key milestones and data points on the horizon. In 2024, we demonstrated Phase 3 target injections without any PDSS in our olanzapine LAI study and presented positive Phase 2b results from our duvakitug (anti-TL1A) study.
Sustaining our generics medicines powerhouse: We continue to optimize our generics business, focusing on high-value generics and building on a strong pipeline of biosimilars across all regions.
Focusing our business: We have implemented disciplined cost management and capital allocation
Teva Pharmaceutical Industries Ltd.2025 Proxy Statement strategies to reduce debt while investing in our growth engines and R&D. These initiatives are part of our continued efforts to position the Company for long-term profitability and sustainable growth.
Growth Strategy Overseen by Highly Qualified Board
The Board remains committed to robust director refreshment, ensuring we have a diverse range of professional skills and experiences to effectively oversee our strategy and evolving market position in the pharmaceutical industry. In December 2024, we welcomed to the Board Chen Lichtenstein, who brings over 25 years of experience in executive leadership roles, along with valuable expertise in finance, global operations, transactions, integration, and risk management.
Alongside Chen, we are pleased that Amir Elstein, Roberto A. Mignone, Dr. Tal Zaks and Dr. Perry D. Nisen have agreed to stand for reelection. We believe their diverse backgrounds, qualifications, experiences and skills will continue to drive our efforts in delivering long-term shareholder growth.
Supporting Our People and Building a Healthy Future
We are grateful for the dedication of our people, who drive our mission forward and uphold our culture and values. We also remain deeply committed to supporting our colleagues and their families in Israel as they navigate the challenges arising from the ongoing state of war.
The Board has continued to prioritize oversight of our human capital management programs to strengthen our talent retention and development efforts to ensure we have best talent to continue advancing innovation efforts and better health outcomes for all.
Teva is committed to promoting healthy people, a healthy planet, and a healthy business. And we implement this commitment by accelerating drug development process through artificial intelligence (AI) and advanced analytics, harnessing data to identify new therapies more efficiently, reduce time getting medicine to patients and improve treatment monitoring for better results. The Board provides strategic oversight of AI initiatives, ensuring their
alignment with our strategic priorities and ethical standards throughout the full cycle of the drug development process. Our commitment to utilizing advanced AI technologies to improve patient outcomes and accelerate the drug development process, can be exemplified by our collaboration with, a leading AI biotech company specializing in mapping the human immune system. This partnership focuses on enhancing clinical decision-making in immunology, and immuno-oncology trials. We aim to better understand drug mechanisms of action, optimize dose selection, and conduct biomarker analysis in clinical trials.
Looking Ahead to 2025
We are highly optimistic about Teva’s future. In the year ahead, we expect continued progress in our innovative product portfolio, the expansion of our high-value, complex generics business, the advancement of our biosimilar pipeline, and the achievement of key clinical milestones for our late-stage pipeline assets.
Your continued support strengthens our commitment to innovation, excellence, and patient care. On behalf of the entire Board, thank you for your continued confidence in Teva.
Sincerely,
Dr. Sol J. Barer
Chairman of the Board of Directors
April 9, 2025
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