SUPPLEMENT TO
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
NOTICE OF 2023 ANNUAL MEETING OF
SHAREHOLDERS & PROXY STATEMENT
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO
BE HELD ON JUNE 15, 2023
This proxy statement supplement dated May 24, 2023 (the
“Supplement”) supplements the Notice of 2023 Annual Meeting of
Shareholders & Proxy Statement (the “Proxy Statement”)
filed by Teva Pharmaceutical Industries Limited (the “Company”) on
April 19, 2023 in connection with the Company’s 2023 Annual
General Meeting of Shareholders (the “Annual Meeting”) to be held
on June 15, 2023, at 4:00 p.m., Israel time / 9:00 a.m.,
Eastern time.
As described in Proposal 1 of the Proxy Statement, the Board of
Directors (the “Board”) recommended Dr. Sol J. Barer,
Michal Braverman-Blumenstyk and Janet S. Vergis to stand for
election as directors at the Annual Meeting. However, Michal
Braverman-Blumenstyk, a director nominee named in Proposal 1(b) of
the Proxy Statement, informed the Company of her decision to
withdraw her candidacy for personal reasons.
Ms. Braverman-Blumenstyk does not currently serve on the
Board. Therefore, the nomination of Ms. Braverman-Blumenstyk
is withdrawn, and no other nominee for election at the Annual
Meeting will be named in place of Ms. Braverman-Blumenstyk in
the Proxy.
Following the withdrawal of Ms. Braverman-Blumenstyk’s
nomination, the composition of the Board, subject to the approval
by shareholders of Proposal 1 to the Proxy Statement, will consist
of 10 directors as follows:
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9 out of 10 of our directors will be independent under NYSE
regulations.
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We will continue to have three directors who identify as female out
of 10 members serving on our Board, the average tenure will be
reduced to 6 years of service, and the average age of our directors
will be reduced to 61.9 years.
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Voting Matters
The form of proxy card included in the Company’s definitive proxy
materials remains valid, notwithstanding the withdrawal of
Ms. Braverman-Blumenstyk as a director nominee under Proposal
1(b). Proxy cards and voting instruction forms already returned by
holders of the Company’s ordinary shares or ADSs will remain valid
and will be voted at the Annual Meeting unless revoked. Proxy cards
and voting instruction forms received in respect of the election of
Ms. Braverman-Blumenstyk under Proposal 1(b) will not be voted
with respect to her election, but will continue to be voted as
directed or otherwise as set forth therein and in the Proxy
Statement with respect to all matters properly brought before the
Annual Meeting, including the election of the other director
nominees.
If you have already returned your proxy card or provided voting
instructions, you do not need to take any action unless you wish to
change your vote in connection with any other matter brought before
the Annual Meeting by submitting a new proxy card or voting
instruction. If you have not yet returned your proxy card or
submitted your voting instructions, please complete and return the
proxy card or submit voting instructions, disregarding Proposal
1(b) naming Ms. Braverman-Blumenstyk as a nominee for election
as director.
None of the other proposals to be presented at the Annual Meeting,
as described in the Proxy Statement, are affected by this
Supplement, and you should carefully review the Proxy Statement
prior to voting. Information regarding the Annual Meeting and how
to vote your ordinary shares or ADSs, or revoke your proxy or
voting instructions, is available in the Proxy Statement. The Proxy
Statement is also available on the Company’s website
at www.tevapharm.com/2023proxymaterials. This Supplement is
being made available online at the same location on or about
May 24, 2023.