Teva Pharmaceutical Industries Limited (TEVA) DEFA14A Additional proxy soliciting materials

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   ☒                             Filed by a Party other than the Registrant  ☐

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)

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	(2)	Form, Schedule or Registration Statement No.:
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The following communication was sent to certain registered holders of its American Depositary Shares by or on behalf of Teva Pharmaceutical Industries Limited:

Teva Pharmaceutical         Industries Limited
			Online Go to www.investorvote.com/teva or scan the QR code – login details are located in the shaded bar below.
			Votes submitted electronically must be received by 8 a.m., Eastern Time, on June 21, 2022.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on June 23, 2022

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This is not a votable ballot. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The notice of annual meeting of shareholders and proxy statement and annual report to shareholders are available at:

www.investorvote.com/teva

       Easy Online Access – View your proxy materials and vote.   Step 1:    Go to www.investorvote.com/teva.   Step 2:    Click on the icon on the right to view meeting materials.   Step 3:    Return to the investorvote.com window and follow the instructions on the screen to log in.   Step 4:    Make your selections as instructed on each screen for your delivery preferences.   Step 5:    Vote your shares.

                When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.        

     Obtaining a copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 27, 2022 to facilitate timely delivery. Unless requested, you will not otherwise receive a paper or email copy.

  Shareholder Meeting Notice

Teva Pharmaceutical Industries Limited’s Annual Meeting of Shareholders will be held on June 23, 2022 at 4:00 p.m. (local time), 9:00 a.m. (Eastern time), in virtual format only (the “Annual Meeting”).

Proposals to be voted on at the meeting are listed below along with the Board of Director’s recommendations.

Teva’s Board of Directors recommends that you vote FOR all proposals:

1. Election of Directors

a. Amir Elstein

b. Roberto A. Mignone

c. Dr. Perry D. Nisen

d. Dr. Tal Zaks

2. To approve, on a non-binding advisory basis, the compensation for Teva’s named executive officers.

3. To approve Teva’s Compensation Policy with respect to the Terms of Office and Employment of Teva’s Executive Officers and Directors.

Regarding proposal 3, please indicate when you vote whether or not you are a “controlling shareholder” of Teva and whether or not you have a personal benefit or other interest in this proposal.

IMPORTANT NOTE: If you do not complete this section, or if you indicate that you are a controlling shareholder or that you have a personal benefit or other interest in the proposal, your vote on proposal 3 will not be counted for purposes of the Disinterested Majority. See the Proxy Statement for more information, including the definitions of these terms under the Israeli Companies Law. Teva is not currently aware of any “controlling shareholder,” as defined under the Israeli Companies Law, and believes that the vast majority of its shareholders should not have a personal benefit or other interest in proposal 3.

4. To approve amendments to Teva’s Articles of Association.

5. To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva’s independent registered public accounting firm until Teva’s 2023 annual meeting of shareholders.

In addition, shareholders will consider Teva’s annual consolidated financial statements for the year ended December 31, 2021.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card.

If you wish to vote at the Annual Meeting through the online meeting platform, you must present your Teva ADSs for cancellation and withdrawal of the corresponding Teva ordinary shares in time to be a shareholder of Teva as of the record date on May 16, 2022.

PLEASE NOTE: In order for your ADS votes to be counted, you must be an ADS holder as of May 16, 2022.

	Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.
	–	Internet - Go to www.investorvote.com/teva.
	–	Phone - Call us free of charge at 1-866-641-4276.
	–	Email - Send an email to investorvote@computershare.com with “Proxy Materials Teva Pharmaceutical Industries Limited” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.
		To facilitate timely delivery, requests for a paper copy of proxy materials must be received by May 27, 2022

The following communication was sent to certain beneficial holders of its American Depositary Shares by or on behalf of Teva Pharmaceutical Industries Limited:

	Your Vote Counts!
	TEVA PHARMACEUTICAL INDUSTRIES LIMITED 2022 Annual Meeting Vote by June 20, 2022 11:59 PM ET
D82098-P74050

You invested in TEVA PHARMACEUTICAL INDUSTRIES LIMITED and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting.This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on june 23,2022.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 27, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

    Voting Items Board
Recommends

1.	Election of Directors
	Nominees:
1A.	Amir Elstein		For
1B.	Roberto A. Mignone		For
1C.	Dr. Perry D. Nisen		For
1D.	Dr. Tal Zaks		For
2.	To approve, on a non-binding advisory basis, the compensation for Teva’s named executive officers.		For
3.	To approve Teva’s Compensation Policy with respect to the Terms of Office and Employment of Teva’s Executive Officers and Directors.		For
3A.	Regarding proposal 3, please indicate when you vote whether or not you are a controlling shareholder of Teva and whether or not you have a personal benefit or other interest in this proposal*
4.	To approve amendments to Teva’s Articles of Association.		For
5.	To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva’s independent registered public accounting firm until Teva’s 2023 annual meeting of shareholders.		For
NOTE: In addition, shareholders will consider Teva’s annual consolidated financial statements for the year ended December 31, 2021. *IMPORTANT NOTE: if you do not complete this section, or if you indicate that you are a controlling shareholder or that you have a personal benefit or other interest in the proposal, your vote on proposal 3 will not be counted for purposes of the Disinterested Majority. See the Proxy Statement for more information, including the definitions of these terms under the Israeli Companies Law. Teva is not currently aware of any controlling shareholder, as defined under the Israeli Companies Law, and believes that the vast majority of its shareholders should not have a personal benefit or other interest in proposal 3.

D82099-P74050

The following communication was sent to certain holders of its ordinary shares by Teva Pharmaceutical Industries Limited:

TEVA PHARMACEUTICAL INDUSTRIES LIMITED   2022 ANNUAL MEETING OF SHAREHOLDERS June 23, 2022 4:00 p.m. (Israel time), 9:00 a.m. (Eastern time) Virtual format only   Participation instructions for the Teva Pharmaceutical Industries Limited
2022 Annual Meeting of Shareholders and information on how to vote through the
online meeting platform are available in the proxy statement which can be viewed at
www.tevapharm.com/2022proxymaterials.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on June 23, 2022.

Notice is hereby given that the 2022 Annual Meeting of Shareholders (the “meeting”) of Teva Pharmaceutical Industries Limited (“Teva”) will be held in a virtual format on June 23, 2022 at 4:00 p.m. (Israel time), 9:00 a.m. (Eastern time).

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. This is not a form for voting.

The Notice of Annual Meeting of Shareholders and Proxy Statement and Annual Report are available at www.tevapharm.com/2022proxymaterials.

If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before May 27, 2022 to facilitate timely delivery. Unless requested, you will not otherwise receive a paper or email copy.

Matters intended to be acted upon at the meeting are listed below.

1. To appoint the following persons: Amir Elstein, Roberto A. Mignone, Dr. Perry D. Nisen and Dr. Tal Zaks to serve on the Board of Directors until our 2025 annual meeting of shareholders.

2. To approve, on a non-binding advisory basis, the compensation for Teva’s named executive officers.

3. To approve Teva’s Compensation Policy with respect to the Terms of Office and Employment of Teva’s Executive Officers and Directors.

4. To approve amendments to Teva’s Articles of Association.

5. To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva’s independent registered public accounting firm until Teva’s 2023 annual meeting of shareholders.

In addition, shareholders will consider Teva’s annual consolidated financial statements for the year ended December 31, 2021.

The Board of Directors recommends that you vote FOR all proposals.

To request paper copies of the proxy materials, which include the proxy card,

proxy statement and annual report, please contact us via:

• Telephone – Call our proxy solicitor, MacKenzie Partners, Inc., toll free within the U.S. at +1 (800) 322-2885 or outside the U.S. at + 1 (212) 929-5500. In Israel, call us at +972 (3) 914-8262.

• Email – Send us an email at TevaIR@tevapharm.com or send an email to our proxy solicitor, MacKenzie Partners, Inc., at proxy@mackenziepartners.com, with “Teva Materials Request” in the subject line. The email must include:

• Your preference to receive printed materials via mail -or- to receive an email with links to the electronic materials.

• If you choose email delivery you must include the email address.

• If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent”.

In order to ensure timely delivery, you must request the information no later than May 27, 2022.

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