Independent
Tenure on this board
11.4 yrs
12 nominees · 3 ballot items.
Three proposals: (1) re-elect Dr. Sol J. Barer as a director (Chairman) through 2029; (2) non-binding advisory vote to approve the compensation of Teva’s named executive officers (say-on-pay); and (3) appoint Kesselman & Kesselman (a member of PwC) as Teva’s independent registered public accounting firm until the 2027 annual meeting.
Re-election of Dr. Sol J. Barer to serve as a director (and continue as Chairman) until Teva’s 2029 annual meeting of shareholders.
Non-binding, advisory approval of the compensation of Teva’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and narrative).
This management proposal requests a non-binding advisory vote approving the compensation of Teva’s named executive officers as disclosed in the proxy statement (the CD&A, compensation tables and narrative). Management seeks shareholder approval primarily to obtain investor feedback and confirm alignment between pay and the Company’s strategic objectives, consistent with Dodd‑Frank/SEC say‑on‑pay practices and Teva’s shareholder engagement program. The broader context includes Teva’s Pivot to Growth strategy and the Company’s use of multi-component pay (base salary, annual cash incentive tied to net revenues, non‑GAAP EPS and free cash flow, and long‑term equity awards split between PSUs tied to multi‑year revenue and cumulative free cash flow metrics with an absolute stock‑price modifier, plus RSUs for retention). The Company emphasizes a pay‑for‑performance philosophy, shareholder‑approved Compensation Policy limits and governance safeguards (clawback policies, stock ownership guidelines, caps on payouts, and a compliance modifier that can reduce payouts after material compliance events). The Board and HR & Compensation Committee justify their recommendation by citing 2025 operational and financial performance, the design of incentives to align management and shareholder interests, prior strong shareholder support in 2025, and ongoing shareholder engagement. The vote is advisory and non‑binding, but the Board intends to consider the outcome in future compensation decisions and engagement with investors. For sophisticated evaluation, key considerations include the multi‑year nature of PSU metrics and the absolute stock‑price modifier that ties pay to shareholder returns, the interplay between Israeli Companies Law requirements (including periodic shareholder approval of the Compensation Policy) and U.S. disclosure practices, and potential investor concerns about severance/change‑in‑control terms and the breadth of discretion retained by the HR & Compensation Committee. Overall, the proposal presents a compensation framework designed to reward sustained operational execution and long‑term value creation while incorporating risk‑mitigating features, but investors should weigh these design elements against governance preferences and any specific concerns about pay opportunity or change‑in‑control provisions.
Appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva’s independent registered public accounting firm until the 2027 annual meeting of shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Harel Insurance Investments Financial Services Ltd. | 3.9% | 45,956,714 | $1.4B |
| 2 | Phoenix Financial Ltd. | 3.7% | 42,777,414 | $1.3B |
| 3 | WCM INVESTMENT MANAGEMENT, LLC | 3.4% | 39,670,735 | $1.1B |
| 4 | MENORA MIVTACHIM HOLDINGS LTD. | 3.4% | 39,626,383 | $1.2B |
| 5 | Clal Insurance Enterprises Holdings Ltd | 3.3% | 38,446,506 | $1.2B |
| 6 | Migdal Insurance Financial Holdings Ltd. | 3.3% | 37,902,212 | $1.1B |
| 7 | Lingotto Investment Management LLP | 2.4% | 27,770,857 | $836M |
| 8 | BlackRock, Inc. | 1.9% | 22,332,777 | $673M |
| 9 | FMR LLC | 1.7% | 20,111,679 | $606M |
| 10 | STATE STREET CORP | 1.5% | 17,790,020 | $536M |
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