UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934

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TEVA PHARMACEUTICAL INDUSTRIES LIMITED

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Notice of 2022 Annual Meeting of Shareholders & Proxy Statement

From Our Chairman of the BoardDear Shareholder,As I write to you in anticipation of our 2022 Annual Meeting of Shareholders, Teva is marking an extended period of stable and resilient performance impacted by the global coronavirus pandemic. Positioned to return to growthWe believe that our solid market performance over recent years is tied to (i) being positioned as both a specialty and generics company, (ii) strong business-to-business relationships and (iii) research and medical support capabilities. Our generics business also has a top three leadership position in many countries, including the United States and key European markets.Since the third quarter of 2017, we reduced our debt by more than $13 billion and our current net debt level stands at $20.9 billion. We believe that placing Teva in a more stable financial position will facilitate a return to growth and increase shareholder value. The underpinnings of the return to growth are already evident by recent successes, including:AJOVY(R) and AUSTEDO(R) continue to show promise for continued growth, with AJOVY now launched in most European countries and Japan, and AUSTEDO expected to reach $1 billion in 2022 sales; We had a strong launch of Truxima(R) and over the past four years have been building and steadily launching a strong pipeline of biosimilars, with 13 programs in development, of which seven are in-house; and We are eagerly anticipating the FDA decision on Risperidone LAI, an important potential treatment for patients suffering from schizophrenia.Aligning financing and our sustainability goals In addition to the debt reduction progress cited above, in November 2021, we concluded a successful $5 billion refinancing through a sustainability-linked bond offering, which better aligns our debt maturities with our expected free cash flows for the coming years. We chose to do this through a sustainability-linked bond offering to establish a direct connection with both our social and environmental targets.Environmental, social and governance (ESG)In addition to the sustainability-linked bonds, the Board is closely monitoring and seeking new initiatives to reflect Tevas values especially in these challenging times when Tevas employees and patients in Ukraine find themselves in harms way and in all our other efforts to promote ESG. As a company focused on improving health, ESG has always been central to our long-term business success. Over the last few years, we have prioritized ensuring that our ESG initiatives are tied to meaningful goals and that our progress is reported transparently.To support employee engagement and success, we will continue to make Teva an inclusive, diverse and safe Workplace, with meaningful compensation, benefits and wellness programs, and offer training and leadership development programs that foster career growth.Board refreshment and succession planning We are continually seeking high quality, diverse talent for the Board. As part of this effort, we are very pleased to present for shareholder consideration the nomination of Dr. Tal Zaks, whom the Board appointed as a director in October 2021. Dr. Zaks is a former senior pharmaceutical executive who regularly demonstrates a unique combination of medical training, broad academic knowledge and executive experience and success in the biopharmaceutical industry. He is already making an important contribution to the Boards Science and Technology Committee in its efforts to bring new R&D andWe believe that placing Teva in a more stable financial position will facilitate a return to growth and increase shareholder value..

growth engines to our business. We are confident that he will continue to contribute to the Board, along with Amir Elstein, Roberto A. Mignone and Dr. Perry D. Nisen, who have agreed to stand for election for another term.While we are confident that Kare and the management team will lead Teva to future success, the Board recognizes its responsibility to ensure that Teva thrives for years to come. We are therefore intensely involved in succession planning at the Board and executive management level, which will continue to be a focus in 2022.Opioids LitigationThe Board and its committees have all been engaged in monitoring Tevas response and efforts to bring the opioids litigation facing Teva to an acceptable conclusion. The recent agreement reached with the State of Texas, the second most populous state in the United States, marks a further step in resolving our legacy opioids litigation, and importantly also makes critical medicines part of the solution when addressing the opioids epidemic. While the agreement includes no admission of wrongdoing, it remains in our best interest to put these cases behind us and continue to focus on the patients we serve every day.Continued Dialogue and Shareholder OutreachThe Board values input from our shareholders. During 2021 and early 2022, we continued our shareholder outreach efforts and we look forward to continuing this dialogue with you in the years to come.On behalf of the Board of Directors and the management team, we appreciate your investment and support in Teva.Sincerely,Dr. Sol J. BarerChairman of theBoard of DirectorsApril , 2022

Preliminary Notice of 20212022 Annual Meeting of Shareholders

By Order of the Board of Directors,

Dov Bergwerk

Senior Vice President,

Company Secretary

April     21, 2021, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 14, 202123, 2022

The accompanying Proxy Statement and our Annual Report are available at www.tevapharm.com/2021proxymaterials.2022proxymaterials. We expect the proxy materials to be mailed and/or made available on or before April     30, 2021., 2022.

Table of Contents

20202021 Overview

Teva is a leading global pharmaceutical company. In 2020,2021, we continued helping patients around the world to access affordable medicines and benefit from innovations to improve their health. DespiteWhile the COVID-19 pandemic challenges,continued to impact patient behavior and global prescribing patterns, we saw minimal impact oncontinued to optimize our supply chain R&D programs and product launches.manufacturing capabilities to provide essential medicines to the millions of patients who rely on us throughout the world. Our key growth drivers delivered promising results and milestones, and we met all components of our 20202021 financial guidance.

Looking ahead, we willexpect to see continued growth of our key products AUSTEDO^® and AJOVY^®, as well as to continue to optimizeadvance our manufacturing network, portfolio and pipeline, improve our profitability and generate cash, as we remain on track to repay our debt and achieve our long-term financial targets.core business through the launch of high quality generic medicines around the world.

20202021 Financial Results

Revenue		EPS		Cash
$16.715.9 billion		$(3.64)0.38   (GAAP)		$1.20.8 billion   (cash flow from operating activities)
		$2.572.58 (non-GAAP*)		$2.12.2 billion   (free cash flow**)

Key Product Updates—Leveraging Our Growth Engines

2020 Overview

Teva’s Response to COVID-19

For further details, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—The COVID-19 Pandemic” in our Annual Report on Form 10-K for the year ended December 31, 2020.

Continuing to Reduce our Debt

		In the past threefour years, we have reduced our net debt by approximately $10more than $13 billion. As of December 31, 2020,2021, our net debt was $23.7$20.9 billion.

Successful Refinancing: $5 billion Sustainability-Linked Bonds

Proposal 1: Election of Directors

We continue our efforts to attract the highest quality talent to our Board, by adding diverse andThe election of highly qualified directors withis fundamental to the Board’s successful oversight of Teva’s strategy and risks. We seek directors who add diverse perspectives, possess a variety of skills and provide global pharmaceutical experience and other qualifications.

Dr. Barer, our Chairman of the Board, is an independent director under NYSE regulations. Kåre Schultz, our President and Chief Executive Officer (the “President and CEO”) serves on the Board, which facilitates collaboration between the Board of Directors and management. Corporate governance remains a high priority and we continue to evaluate the size and composition of the Board to ensure that it maintains dynamic, exceptionally qualified leadership.

Following the recommendation of our Corporate Governance and Nominating Committee, the Board of Directors recommends that shareholders approve the appointment of RosemaryAmir Elstein, Roberto A. Crane, Abbas Hussain, Gerald M. LiebermanMignone, Dr. Perry D. Nisen and Prof. Ronit Satchi-FainaroDr. Tal Zaks to serve as directors until our 20242025 annual meeting of shareholders. All nominees are currently members of the Board of Directors and qualify as independent directors under NYSE regulations.

In accordance with the Israeli Companies law, 5759-1999 (as amended from time to time, the “Israeli Companies Law”), all nominees for election as directors at the Annual Meeting have declared in writing that they possess the requisite skills and expertise, as well as sufficient time, to perform their duties as directors.

Directors

The following table sets forth information regarding the directors and director nominees of Teva as of April 10, 2021:March 8, 2022:

Proposal 1: Election of Directors

Persons Being Considered for Election at the Annual Meeting

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Continuing Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Corporate Governance and Director Compensation

UnderPursuant to our Articles of Association, the Board of Directors must consist of three to 18 directors (including(which includes our President and CEO, if serving as a member of the Board, and two statutory independent directors, if required)such are appointed in accordance with the Israeli Companies Law). Our Board of Directors consists of 12 persons, including our President and CEO. The Board of Directors has determined that all of the directors that currently serve and that will serve on the Board of Directors following the Annual Meeting are independent, except for Kåre Schultz, our President and CEO.

We currently maintain a policy to have at least two directors qualify as financial and accounting experts under Israeli law. Accordingly, the Board of Directors has determined that Gerald M. Lieberman and Roberto A. Mignone are financial and accounting experts under such criteria.

Our directors are generally entitled to review and retain copies of our documentation and examine our assets, as required to perform their duties as directors and to receive assistance, in special cases, from outside experts at our expense.

Board Diversity and Skills

Over the course of 2020,2021, inclusion and diversity was a point of emphasis for our Board and our management team. Teva believes that inclusion and diversity are essential to its ability to innovate and grow its business. It is our desire to create and sustain an inclusive and diverse work environment.

Corporate Governance and Director Compensation

The chart below summarizes the notable skills, qualifications and experience of each of our directors and director nominees (in addition to requisite skills and expertise to perform their duties as directors) and highlights the balanced mix of skills, qualifications and experience of the Board as a whole. These are the same attributes that the Board considers as part of its ongoing director succession planning process. This high-level summary is not intended to be an exhaustive list of each director’s and director nominee’s skills or contributions to the Board.

Board Practices

Director Terms and Education. Our directors are generally elected in three classes for terms of approximately three years. Due to the complexity of our businesses and our extensive global activities, we value the insight and familiarity with our operations that a director is able to develop over his or her service on the Board of Directors. Because we believe that extended service on our Board enhances a director’s ability to make significant contributions to Teva, we do not believe that arbitrary term limits on directors’ service are appropriate. At the same time, it is the policy of the Board that directors should not expect to be renominated automatically.

In recent years, we strengthened our Board of Directors with the addition of new highly qualified and talented directors, adding expertise as well as diversity to our Board of Directors. The average tenure of our current directors is 5.75 years of service and the average age is 62.4 years. We currently have three directors who identify as female out of 12 members serving on our Board of Directors. Our Chairman of the

Corporate Governance and Director Compensation

current directors is 4.8 years of service and the average age is 61.5 years. We currently have three female directors out of 12 members serving on our Board of Directors. Our Chairman of the Board is independent under NYSE regulations, and 11 out of 12 of our directors are independent under NYSE regulations. Our only non-independent director is our President and CEO, which facilitates collaboration between the Board of Directors and management. We continue to evaluate the size and composition of our Board of Directors to ensure it maintains dynamic, exceptionally qualified members.

We provide an orientation program and a continuing education process for our directors, which include business and industry briefings, provision of materials, sessions from leading experts and professionals, meetings with key management and visits to Teva facilities. We evaluate and improve our education and orientation programs on an ongoing basis to ensure that our directors have the knowledge and background needed for them to best perform their duties.

Board Meetings. The Board of Directors holds at least six meetings each year to review significant developments affecting Teva and to consider matters requiring approval of the Board, with additional meetings scheduled when important matters require Board of Directors action between scheduled meetings. In consideration of the health and safety of our directors, executive officers and other employees, our Board and Committees meetings were conducted virtually in 2020,a hybrid format in 2021, due to the ongoing COVID-19 pandemic. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. Information regarding the number of Board committee meetings and attendance rates for 20202021 is presented in the table below under “—Committee Composition and Board and Committee Attendance in 2020.2021.”

Executive Sessions of the Board. Our directors meet in executive session (i.e., without the presence of management, including our President and CEO) generally in connection with each regularly scheduled Board meeting and additionally as needed. Executive sessions are chaired by Dr. Barer, the Chairman of the Board.

Annual Meetings. We do not have a formal policy requiring members of the Board to attend our annual meetings, although all directors are strongly encouraged to attend. All11 out of 12 of our directors attended the 20202021 annual meeting of shareholders, which was held virtually.shareholders.

Board Leadership. The Board of Directors recognizes that one of its key responsibilities is to establish and evaluate an appropriate leadership structure for the Board of Directors so as to provide effective oversight of management. The Board of Directors has separate roles for the Chief Executive Officer and Chairman of the Board of Directors, with Dr. Barer serving as independent Chairman and Mr. Kåre Schultz as President and CEO. Dr. Barer’s long career as a senior pharmaceutical executive and leadership roles in various biopharmaceutical companies, as well as his extensive scientific expertise and knowledge of the global pharmaceutical business, have made him an invaluable resource to both the Board of Directors and the Chief Executive Officer. The Board of Directors has determined that this leadership structure is appropriate for Teva at this time because it ensures that the appropriate level of oversight, independence and responsibility is applied to all Board decisions.

Board of Directors Role in Risk Oversight. Management is responsible for assessing and managing risk, subject to oversight by the Board of Directors. Our annual risk assessment process includes both a top-down review of strategic risks and a bottom-up review of operational risks, which are presented to the Board of Directors. The Board of Directors fulfills its oversight responsibility for risk assessment and management by reviewing risk management policies and the risk appetite of our operations and business strategy and by instructing its committees to assist and advise in their areas of expertise, as described below. Each committee provides regular updates to the full Board regarding its activities.

Corporate Governance and Director Compensation

During 2020,2021, the Board and the HR and Compensation Committee continued to closely monitoredmonitor our performance in light of the COVID-19 pandemic. This included review of the effects the COVID-19 pandemic had on our business performance and operations, as well as on the safety, morale and engagement of our employees.

During 2021, the Board, Audit Committee and Compliance Committee, participated in monitoring strategic litigation, including with respect to the opioids litigation.

Cybersecurity Risk Management. The Audit Committee assists the Board with the oversight of cybersecurity risks. As part of its risk oversight function, the Audit Committee reviews our cyber risk assessment and management policies and receives briefings concerning Teva’s information security and technology risks, including cybersecurity. During 2020,2021, the Audit Committee received four periodicregular briefings on Teva’s information security and risk management programs, including with respect to cyber security, global cyber threat trends, SAP implementation threats arising from the COVID-19 pandemic and privacy controls. Teva’s information security office leads our cybersecurity risk management program. We also maintain cyber risk insurance coverage.

Director Service Contracts. Except for equity awards that accelerate upon termination, we do not have any contracts with any of our non-employee directors that provide for benefits upon termination of services. Information regarding director compensation can be found under “Non-Employee Director Compensation” below.

Communications with the Board. Shareholders, employees and other interested parties can contact any director or committee of the Board of Directors by writing to them care of Teva Pharmaceutical Industries Ltd., 124 Dvora HaNevi’a Street, Tel Aviv, 6944020, Israel, Attn: Company Secretary or Internal Auditor or by email to TevaAGM2021@tevapharm.com.TevaAGM2022@tevapharm.com. Comments or complaints relating to our accounting, internal controls or auditing matters may also be referred to members of the Audit Committee, as well as other appropriate Teva departments. The Board of Directors has adopted a global “whistleblower” policy, which provides employees and others with an anonymous means of communicating with the Audit Committee.

Nominees for Directors. In accordance withPursuant to the Israeli Companies Law, a nominee for service as a director must submit a declaration to us, prior to his or her election, specifying that he or she has the requisite qualifications to serve as a director and the ability to devote the appropriate time to performing his or her

Corporate Governance and Director Compensation

duties as such and that he or she is not restricted from serving as director under the Israeli Companies Law. All of our directors, including those nominated for appointment as directors at the Annual Meeting, have provided such declaration. A director who ceases to meet the statutory requirements to serve as a director must notify us to that effect immediately and his or her service as a director will terminate upon submission of such notice.

Corporate Governance and Director Compensation

Corporate Governance and Director Compensation

20202021 Director Compensation

Mr. Schultz was not and will not be entitled to any compensation in his capacity as a member of the Board or any committee thereof.

Corporate Governance and Director Compensation

Committees of the Board

Our Articles of Association provide that the Board of Directors may delegate its powers to one or more committees as it deems appropriate to the extent such delegation is permitted under the Israeli Companies Law. The Board of Directors has appointed the standing committees listed below, as well as ad-hoc committees appointed from time to time for specific purposes determined by the Board.

We have adopted charters for all of our standing committees, formalizing the committees’ procedures and duties. These committee charters are available on our website at www.tevapharm.com.

Committee Composition and Board and Committee Attendance in 20202021

In 2020,2021, our Board of Directors met 10 times.nine times with an average attendance rate of 97%. In 2020,2021, each of our current directors attended 100%at least 85% of the meetings of the Board and Board committees on which he or she served. In consideration of the health and safety of our directors, executive officers and other employees, our Board and Committees meetings were conducted virtually in 2020,a hybrid format in 2021, due to the ongoing COVID-19 pandemic.

In addition to the above, during 2020, the Chairman of the Board and various Committee chairpersons held discussions focusing on pending litigation matters.

Audit Committee

The Israeli Companies Law requires publicly held Israeli companies to appoint an audit committee. As a NYSE-listed company, Teva’s Audit Committee must be comprised solely of independent directors, as defined by the Securities and Exchange Commission (the “SEC”) and NYSE regulations.

The responsibilities of our Audit Committee include, among others: (a) identifying flaws in the management of our business and making recommendations to the Board of Directors as to how to correct them and providing for arrangements regarding employee complaints with respect thereto; (b) making determinations and considering providing approvals concerning certain related party transactions and certain actions involving conflicts of interest; (c) reviewing the internal auditor’s performance and approving the internal audit work program and examining our internal control structure and processes; (d) examining the independent auditor’s scope of work and fees; and (e) providing for arrangements regarding employee complaints regarding questionable accounting or auditing matters and monitoring compliance with and investigating alleged violations and enforcing provisions of Teva’s Code of Conduct. Furthermore, the Audit Committee discusses the financial statements and the disclosure under “Management’s Discussion

Corporate Governance and Director Compensation

and Analysis of Financial Condition and Results of Operations” (the “MD&A”) and presents to the Board of Directors its recommendations with respect to the proposed financial statements and MD&A.

Corporate Governance and Director Compensation

The role of our Corporate Governance and Nominating Committee is to (i) identify individuals who are qualified to become directors; (ii) recommend to the Board of Directors director nominees for each annual meeting of shareholders; and (iii) assist the Board of Directors in establishing and reviewing Teva’s statement of corporate governance principles and promoting good corporate governance in Teva.

Corporate Governance and Director Compensation

amendment or grant any waiver to this code that applies to our chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions, and that relates to an element of the SEC’s “code of ethics” definition, then we will disclose the nature of the amendment or waiver on Teva’s website. The Board of Directors has approved a whistleblower policy which functions in coordination with Teva’s code of business conduct and provides an anonymous means for employees and others to communicate with various departments of Teva, including the Audit Committee. Teva has also implemented a training program for new and existing employees concerning the code of business conduct and whistleblower policy.

Shareholder Engagement

In late 20202021 and early 2021,2022, the Board conducted discussions with our shareholders, as part of our regular, ongoing, annual commitment to strengthen ourstrong corporate governance and to gather input fromcontinuous dialogue with our stakeholders, which we believe enables us to better understand their perspectives.

During this time, we contacted our top 25 shareholders, representingwhich represent approximately 50%37% of our outstanding shares. Our Chairmanshares and a significant majority of the Board, the Chair of our HR and Compensation Committee and another member of the Board who presented on ESG matters participated in discussions with shareholders representing approximately 22% of our outstanding shares. In addition, we engaged withidentified institutional holders, as well as the research teams at proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. The majority of shareholders we contacted responded that they did not seek to engage at this time or did not respond to our request. Several of these holders have engaged with us and provided feedback in prior rounds of engagement. We participated in discussions with the shareholders that agreed to engage with us and with one of the proxy advisory firms. Our Chairman of the Board, the Chair of our HR and Compensation Committee and a member of the Compliance Committee who presented on ESG matters, participated in relevant discussions with shareholders.

The discussions covered a broad array of matters, including:

Feedback from our shareholders was shared and discussed with the HR and Compensation Committee, the Corporate Governance and Nominating Committee, the Compliance Committee and the Board.

The Board and management continue to engage regularly in dialogue with many of the Company’s largest shareholders, and the HR and Compensation Committee will continue to consider shareholder feedback and the results of the advisory vote on executive compensation in connection with its determinations of executive compensation. Through our shareholder outreach, we have established important feedback channels that provide a valuable way to receive ongoing input from our shareholders.

See also “Executive Compensation—Compensation Discussion & Analysis—20202021 Say-on-Pay Vote and Shareholder Engagement.”

Human Capital Management

Our employees are the heart of our company. We seek to make Teva an inclusive, diverse and safe workplace, with meaningful compensation, benefits and wellness programs, and offering training and leadership development programs that foster career growth.

Our HR and Compensation Committee, Compliance Committee and Board play key roles in overseeing human capital management at Teva and devote time throughout the year to its strategy and execution.

The Board and executive management view inclusion and diversity as essential to our ability to innovate and grow our business. It is our desireWe strive to create and sustain an inclusive and diverse work environment.

We foster an inclusive work environment that allows all people to express themselves and realize their full potential. Our Inclusion and Diversity (“I&D”) framework, governed by our I&D task force, provides a foundation for embedding I&D across our business. We focus on gender pay equity, and increase manager awareness by providing relevant training in connection with our annual performance and compensation cycle. In addition, we support recruitment, development and retention of individuals with diverse backgrounds.

Human Capital Management

As of December 31, 2020,2021, Teva’s work force consisted of 40,21637,537 employees. We have employees in 6058 countries around the world, representing a wide range of nationalities. Employees identifying as female represent 45%46% of our global employee population, 47%48% of managers and 23%29% of top executivessenior management as of December 31, 2020.2021.

We seek to underscoresupport our inclusive and diverse culture through employee resource groups, mentoring programs and training, among other things. For instance, inwe developed a global mentoring program for women, aimed at advancing women to senior leadership positions. In the U.S., the Teva InclusionEmployee Resource Group Network is made up of nine employee resource groups,represents ten distinct ERGs, which have a key role in creating a culture of inclusion and bring together employees with shared characteristics and life experiences to foster opportunities for networking, mentoring, collaboration, community outreach, career development, leadership training and cultural exchanges. In addition, we provided mandatory training for all employees globally on unconscious bias and include an inclusive leadership module in all Teva leadership development programs.

SinceWe prioritize the start of the COVID-19 pandemic, we have operated conscientiously, focusing on the health, safety and well-being of our employees as they face both mental and physical challenges related to the COVID-19 pandemic. Our employees have demonstrated great resilience during the pandemic and we continue to provide resources to support their well-being. At the onset of the pandemic, we quickly established a top priority. We have reduced thecomprehensive management system to control risks and support employees. During 2021, in countries where it was safe and appropriate, we took a gradual and cautious approach to returning employees to office locations, generally with a hybrid “capsule” approach. A limited number of employees in our facilitieswould come to the office on the same set days per week to mitigate exposure and to enable social distancing by introducing virtual solutionsdistancing. In addition, in countries where it was safe and flexibleappropriate to return fully to the office, we updated our global remote work arrangements. We adherepolicy, for relevant employees, allowing employees to PPE and hygiene instructionswork remotely for up to protect our people, their families and the communities where we operate and live.two days per week, instead of one day per week.

We enhancedinvest in employee career growth and development at Teva in order to remain competitive in our well-beingindustry. Our programs equippedalso benefit employees individually by providing them with the resources they need to enhance their professional and management abilities, develop leadership skills and achieve their career aspirations. Our Teva Grow program for employees provides development in essential soft skills, success in a global setting and company knowledge. For our managers, with informationwe refreshed our development programs to develop the skills, capabilities and tools on effective management in timesmindset required of disruption, and provided employees with online resources to addressmanagers, taking into account the challenges of working remotely.a disruptive environment. We focus on succession planning through global and local talent review processes that identify and accelerate successors’ readiness to fill senior positions across Teva.

We have been monitoring employee morale during this time in many ways, including by conducting our annual employee survey. Results of the 20202021 survey show that employee engagement levels arecontinue to be high. Employees are feeling connected with Teva’s mission and values. They feel pridevalues, are confident in Teva’s positive

Human Capital Management

impact on society and have trust in Teva’s future.believe they are treated with respect. In addition, they feel they are able to be themselves at work, they are treated fairly regardless of personal background or characteristics, and that Teva promotes a culture of diversity and inclusiveness.

For further information, see “Item 1—Business— Human Capital Management” in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

Environmental, Social and Governance

In 2020, as the world confronted some of the most complex challenges of our time, Teva reevaluated its ESG strategy with the support of its leadership and Board of Directors. Our new strategy views ESG as core to our business and our ESG strategy reflects how we plan to address environmental and social issues, while also bringing value to Teva.

OurTeva and its stakeholders. In 2020, we conducted a materiality assessment identifiedto identify the ESG topics that we believe matter most to our stakeholders and our business. These topics are the basis ofThroughout 2021, we continued our ESG efforts and complement the areas disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, together reflecting our financial and non-financial performance. We reportto enhance transparency by reporting annually on how we manage these 21 topics (outlined in the graphic below), as well as by reporting in accordance with GRI standards and by striving to align our reporting with SASB and with the TCFD framework. In 2022, Teva intends to update its ESG materiality assessment, while taking into consideration stakeholder priorities and emerging issues and opportunities.

Ten of the core 21 topics (in bold in the graphic below) represent areas where we believe Teva can have the greatest impact on stakeholders, and which could have the greatest impact on our business. Each of these priority topics has a designated task force, working group or committee to guide our management’s approach, goal setting, activities and reporting.

At the end of 2021, Teva executed the largest-ever SLB at $5 billion. We became the first pharmaceutical company to issue an SLB tied to both access and environmental targets, reflecting our commitment to implement our ESG strategy, and to increasing the reach of our medicines in low-and-middle-income countries (“LMICs”) and further reduce the impact of our operations on the planet. Teva plans to obtain external assurance and report on related progress towards achieving them.and performance in our annual ESG Progress Report (with the 2021 report expected to be published on our website in May 2022).

Environmental

With 53 manufacturing sites around the world as of December 31, 2021, we believe that we have a responsibility to lessen our impact on the environment. With the launch of Teva’s sustainability-linked

Environmental, Social and Governance

Of these material topics,financing framework in 2021, we identified ten whereformally set targets to reduce absolute scope 1 and 2 greenhouse gas emissions by 25% by 2025 and by 46% by 2030 (compared to a 2019 baseline). These targets, set according to the Science Based Target (SBT) methodology in line with best practices, enhance our contribution to global efforts to meet the Paris Climate Agreement to limit mean global temperature rises to well below 2°C above pre-industrial levels, and preferably 1.5°C. In 2021, we believe Teva can have the greatest impact and which have the greatest impact on our business. These include access to health and medicines, inclusion and diversity, ethics and climate action and resilience. We focusalso set additional resources on these areas, appointing task forces, working groups and committees to set goals and ensure progress.

ESG at Teva

For the health of our patients, our world and our business

Environmental

With 61 manufacturing sites around the world, and a growing list of issues impacting our planet, we have a responsibility to lessen our impact on the environment. This year, Teva set new long-term 2030 environmental targets, including reducing absolute scope 3 greenhouse gas emissions by 25%, increasing electricity purchased or generated from renewable sources to help advance climate action50% and resilience, responsible use of natural resources through improved management and reductions in emissions, effluents and waste.increasing energy efficiency by 10%.

Social

Advancing access toAs the world’s leading provider of generic medicines, is imperative to our business. Wewe are focused on becoming a committed global health partner addressing unmet needs, increasing the reach of affordable medicines and expanding our generic and innovative medicines portfolio. We aspire to achieve this as a donor, convener and access innovator. Our efforts to create quality, affordable medicines for more people around the world are governed by our Access to Medicines working groupsteering committee and guided by Teva’s Position on Access to Medicines. In 2020, our generic medicines were responsible for more than $40 billion in savings across 12 countries and, in the U.S., we saved the healthcare system nearly $32 billion, all according to an Economic Impact Report from July 2021. In 2021, we donated $487 million worth of medicines to patients in need. We received marketing authorizations for 800915 generic medicines and 100163 specialty medicines. We engageengaged partners to advance access initiatives, help reduce healthcare costs and create cost-effective solutions, respond to drug shortages and participateparticipated in global health tenders in an effort to make treatments easily accessible and affordable for all.

Our recently-issued SLB is tied to two 2025 targets related to access to medicines—increasing the cumulative number of new regulatory submissions in LMICs on the World Health Organization’s Essential Medicines List (EML) by 150% and increasing access to medicines programs product volume by 150% through four access to medicines programs in LMICs.

Governance

As partConducting business with integrity is non-negotiable for Teva. Our compliance vision is for business to be gained the right way. At Teva, compliance and ethics is everyone’s responsibility. Over the last six years, Teva has strengthened its compliance and ethics program across the globe, with an emphasis on policies, training and support that meet the business in areas related to compliance. Our Compliance Committee oversees our policies and practices for legal, regulatory and internal compliance and is updated on a regular basis by our Chief Compliance Officer. Our Global Compliance & Ethics (GC&E) department is structured to ensure our business partners have a consistent and dedicated partner at all levels of ourwork.

One way we cultivate a culture of compliance Teva promotes ethical behavior acrossand accountability is by seeking to reflect our businessvalues in our policies and expects every employee to comply with relevant laws, regulations and Teva policies. Centered on our values,procedures. Primary among these is Teva’s Code of Conduct, which outlines our values and foundational compliance and ethics expectations for all employees. In 2021, we published four new policies to uphold high ethical standards and conductpositions, including on talent recruitment and development, pricing, quality manufacturing and compassionate use. These position statements are available on our business with integrity. Teva’s Policywebsite at https://www.tevapharm.com/our-company/corporate-governance/corporate-governance-documents/. Information on the Preventionour website is not part of, Corruptionand is designed to prevent corruptionnot incorporated into, this Proxy Statement.

We established new compliance and to ensure Teva complies with applicable laws and regulations.ethics goals, including:

Environmental, Social and Governance

For

Teva upholdinghas a culturerisk-based global compliance training and communications program. Every role at Teva is assigned a risk designation based on interactions with members of the healthcare community or government officials, and the personnel in those roles receive relevant compliance means an environment where alltrainings. In 2021, more than 20,000 employees and management havewere trained on ethics with a comprehensive understanding of rules, regulations, policies, procedures, best practices and behaviors, as well as accountability for the risks and potential consequences associated with non-compliance. We encourage rigorous, open debate that leads to ethical business decisions. A robust culture of compliance encompasses all aspects of Teva’s global operations—from research and development to sourcing APIs.99.6% completion rate.

ESG Governance

Our executive management and Board of Directors provide oversight of our ESG activities. Our Executive Management provide strategic guidance on a bi-annual basis, approve all global commitments and targets and review Teva’s annual ESG Progress Report. Teva’s Board of Directors oversees our ESG activities and provides strategic guidance and direction, receiving updates from its committees on their respective ESG-related activities. Theand the Compliance Committee reviews emerging best practices, trends and key issues related to ESG, oversees our ESG strategy and governance and reports to the Boardreceives updates on ESG matters. In November 2020,2021, the Board of DirectorsCompliance Committee held a dedicated session on ESG together with the Board.

We have recently strengthened our ESG governance by forming our ESG Steering Committee, led by our CEO, which guides and appointed a Board representative to serve as a voice on Teva’smanages strategic ESG progress in our engagement with shareholders. Our executive management approves all global commitments and targets and reviews Teva’s annual ESG Progress Report. Teva’s dedicated ESG team is responsible for strategy implementation, coordination with relevant internal functions and local markets and engagement with various external stakeholders,topics as well as reporting, disclosures and communications. Cross-functional task forces, working groups and committees meet quarterly or on an ad-hoc basis to manage individual priorityour ESG topics. They are responsible for goal setting and coordination with relevantforum, which brings together the ESG leaders from various business units to ensure progressdiscuss emerging ESG issues, risks and accountability.opportunities.

Teva 20202021 ESG Performance

We continue to enhance ESG transparency, which has already resulted in steadycontributed to further improvements in ESG ranking indices in 2021, as evidenced by the chart below:

For more details on Teva’s ESG performance, please see our 20202021 ESG Progress Report (expected to be published in May 2021)2022). Information on our website is not part of, and is not incorporated into, this Proxy Statement.

Executive Officers

The following table sets forth information regarding our executive officers as of April 10, 2021:March 8, 2022:

Executive Officers

Executive Officers

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (“CD&A”) describes the philosophy, objectives, process, components and additional aspects of our 20202021 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further historical compensation information for the following named executive officers (“NEOs”):

Quick CD&A Reference Guide