Teva Enhances Board of Directors as All Proposals Approved at Annual General Meeting of Shareholders
July 13 2017 - 11:38AM
Business Wire
Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) announced
that all proposals were approved at its Annual General Meeting of
Shareholders held earlier today. Shareholders voted to approve the
elections of Murray Goldberg, Roberto Mignone, Dr. Perry Nisen and
Nechemia (Chemi) Peres to the Company’s Board of Directors.
"We greatly appreciate the support of Teva's shareholders as we
work to strengthen the leadership of Teva, with the addition of
these distinguished Board members, and our ongoing search to find
the best chief executive officer to lead Teva,” stated Dr. Sol
Barer, Chairman of the Board. “We continue to make changes to
enhance our Board of Directors; address matters that are important
to our shareholders, and continue to look for opportunities to make
a difference to patients and healthcare systems around the
world.”
Dr. Barer continued, “We are pleased to have added these world
class directors to our Board from both Israel and around the world.
Teva has become a global company by putting innovation front and
center and never shying away from change. Teva’s new directors
share our conviction that innovation is at the heart of Teva's
strategy and of all our businesses – a conviction with clear roots
in Israel. The primary task for our new leadership, which will
include a new CEO, will be to best position Teva to handle today's
challenges and prepare the Company for the emerging pharma
landscape. I would like to take this opportunity to thank our
outgoing directors, Ory Slonim and Roger Abravanel, who are leaving
us today, and Yossi Nitzani, who is leaving in September, for their
wisdom and dedication to Teva.”
Four New Independent Directors Join the
Teva Board
Murray Goldberg, the former Chief Financial Officer and
Senior Vice President of Administration of Regeneron
Pharmaceuticals, who brings extensive financial and operational
experience at leading global pharmaceutical companies.
Roberto Mignone, the founder and managing partner of
Bridger Management LLC, where he oversees the management of
approximately $1 billion invested in publicly traded healthcare
companies.
Dr. Perry Nisen, who brings two decades of experience in
a variety of senior roles in pharmaceutical research and
development at non-profits and global pharmaceutical companies like
GlaxoSmithKline and Abbott Laboratories and is currently the Chief
Executive Officer and Chief Executive Chair of Sanford Burnham
Prebys Medical Discovery Institute.
Chemi Peres, the managing general partner and co-founder
of Pitango Venture Capital, who oversees a diverse investment
portfolio spanning health care to IT.
Results from the 2017 Annual Meeting of
Shareholders
All proposals were approved by the required majority of
shareholders, by the following percentages of shares voting:
- Appointment of Dr. Sol J. Barer as
director - 92%
- Appointment of Mr. Jean-Michel Halfon
as director - 90%
- Appointment of Mr. Murray A. Goldberg
as director - 96%
- Appointment of Mr. Nechemia (Chemi) J.
Peres as director - 96%
- Appointment of Mr. Roberto Mignone as
director - 96%
- Appointment of Dr. Perry D. Nisen as
director - 96%
- Approval of the compensation of Dr. Sol
J. Barer as Chairman of the Board of Directors - 92%
- Approval of the terms of office and
employment of Dr. Yitzhak Peterburg as Interim President and Chief
Executive Officer - 87%
- Approval of a membership fee for
directors serving on special or ad-hoc committees - 91%
- Amendment to the 2015 Long-Term
Equity-Based Incentive Plan to increase the number of shares
available for issuance thereunder - 87%
- Approval of Teva’s 2017 Executive
Incentive Compensation Plan - 91%
- Reduce Teva’s registered share capital
to NIS 249,434,338, by canceling 424,247 Ordinary “A” Shares, par
value NIS 0.1 per share and 5,232,377 ordinary shares, par value
NIS 0.1 per share and to make corresponding amendments to Teva’s
Memorandum of Association and Articles of Association - 98%
- Appointment of independent auditors -
99%
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a
leading global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions used by approximately 200
million patients in 100 markets every day. Headquartered in Israel,
Teva is the world’s largest generic medicines producer, leveraging
its portfolio of more than 1,800 molecules to produce a wide range
of generic products in nearly every therapeutic area. In specialty
medicines, Teva has the world-leading innovative treatment for
multiple sclerosis as well as late-stage development programs for
other disorders of the central nervous system, including movement
disorders, migraine, pain and neurodegenerative conditions, as well
as a broad portfolio of respiratory products. Teva is leveraging
its generics and specialty capabilities in order to seek new ways
of addressing unmet patient needs by combining drug development
with devices, services and technologies. Teva's net revenues in
2016 were $21.9 billion. For more information, visit www.tevapharm.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, which
are based on management’s current beliefs and expectations and are
subject to substantial risks and uncertainties, both known and
unknown, that could cause our future results, performance or
achievements to differ significantly from that expressed or implied
by such forward-looking statements. Important factors that could
cause or contribute to such differences include risks relating
to:
- our generics medicines business,
including: that we are substantially more dependent on this
business, with its significant attendant risks, following our
acquisition of Actavis Generics; our ability to realize the
anticipated benefits of the acquisition (and any delay in realizing
those benefits) or difficulties in integrating Actavis Generics;
the increase in the number of competitors targeting generic
opportunities and seeking U.S. market exclusivity for generic
versions of significant products; price erosion relating to our
generic products, both from competing products and as a result of
increased governmental pricing pressures; and our ability to take
advantage of high-value biosimilar opportunities;
- our specialty medicines business,
including: competition for our specialty products, especially
Copaxone®, our leading medicine, which faces competition from
existing and potential additional generic versions and
orally-administered alternatives; our ability to achieve expected
results from investments in our product pipeline; competition from
companies with greater resources and capabilities; and the
effectiveness of our patents and other measures to protect our
intellectual property rights;
- our substantially increased
indebtedness and significantly decreased cash on hand, which may
limit our ability to incur additional indebtedness, engage in
additional transactions or make new investments, and may result in
a downgrade of our credit ratings;
- our business and operations in general,
including: uncertainties relating to our recent senior management
changes; our ability to develop and commercialize additional
pharmaceutical products; manufacturing or quality control problems,
which may damage our reputation for quality production and require
costly remediation; interruptions in our supply chain; disruptions
of our information technology systems or breaches of our data
security; the failure to recruit or retain key personnel, including
those who joined us as part of the Actavis Generics acquisition;
the restructuring of our manufacturing network, including potential
related labor unrest; the impact of continuing consolidation of our
distributors and customers; variations in patent laws that may
adversely affect our ability to manufacture our products; adverse
effects of political or economic instability, major hostilities or
terrorism on our significant worldwide operations; and our ability
to successfully bid for suitable acquisition targets or licensing
opportunities, or to consummate and integrate acquisitions;
- compliance, regulatory and litigation
matters, including: costs and delays resulting from the extensive
governmental regulation to which we are subject; the effects of
reforms in healthcare regulation and reductions in pharmaceutical
pricing, reimbursement and coverage; potential additional adverse
consequences following our resolution with the U.S. government of
our FCPA investigation; governmental investigations into sales and
marketing practices; potential liability for sales of generic
products prior to a final resolution of outstanding patent
litigation; product liability claims; increased government scrutiny
of our patent settlement agreements; failure to comply with complex
Medicare and Medicaid reporting and payment obligations; and
environmental risks;
- other financial risks, including: our
exposure to currency fluctuations and restrictions as well as
credit risks; the significant increase in our intangible assets,
which may result in additional substantial impairment charges;
potentially significant increases in tax liabilities; and the
effect on our overall effective tax rate of the termination or
expiration of governmental programs or tax benefits, or of a change
in our business; and other factors discussed in our Annual Report
on Form 20-F for the year ended December 31, 2016 (“Annual Report”)
and in our other filings with the U.S. Securities and Exchange
Commission (the “SEC”), which are available at www.sec.gov and
www.tevapharm.com. Forward-looking statements speak only as of the
date on which they are made, and we assume no obligation to update
or revise any forward-looking statements or other information
contained herein, whether as a result of new information, future
events or otherwise. You are advised to consult any additional
disclosures we make in our reports to the SEC on Form 6-K, as well
as the cautionary discussion of risks and uncertainties under “Risk
Factors” in our Annual Report. These are factors that we believe
could cause our actual results to differ materially from expected
results. Other factors besides those listed could also materially
and adversely affect us. This discussion is provided as permitted
by the Private Securities Litigation Reform Act of 1995.
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version on businesswire.com: http://www.businesswire.com/news/home/20170713005818/en/
Teva Pharmaceutical Industries Ltd.IR Contacts:United
StatesKevin C. Mannix, 215-591-8912Ran Meir,
215-591-3033orIsraelTomer Amitai, 972 (3) 926-7656orPR
Contacts:IsraelIris Beck Codner, 972 (3) 926-7687orUnited
StatesDenise Bradley, 215-591-8974
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