Document
FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of October 2023
Commission File Number: 001-38757
TAKEDA PHARMACEUTICAL COMPANY LIMITED
(Translation of registrant’s name into English)
1-1, Nihonbashi-Honcho 2-Chome
Chuo-ku, Tokyo 103-8668
Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Information furnished on this form:
EXHIBIT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | TAKEDA PHARMACEUTICAL COMPANY LIMITED |
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| Date: October 2, 2023 | | By: | /s/ Norimasa Takeda |
| | | Norimasa Takeda Chief Accounting Officer and Corporate Controller |
News Release
Takeda Announces Amendment of Compensation Recoupment Policy
OSAKA, Japan and CAMBRIDGE, Massachusetts, October 2, 2023 – Takeda (TSE:4502/NYSE:TAK) today announced that it has adopted an amended Compensation Recoupment Policy (“clawback policy”), effective October 2, in compliance with Section 303A.14 of the New York Stock Exchange Listed Company Manual and Rule 10d-1 (collectively, “Rule 10d-1”) of the Securities Exchange Act of 1934 (“the Act”). Rule 10d-1 requires, in the event of restatement, Takeda to recover erroneously awarded incentive compensation paid to company’s executive officers (Internal Director and any other member of the Takeda Executive Team).
In April 2020, Takeda adopted a clawback policy* that provided in the event of a significant restatement of financial statements or significant misconduct, the independent external members of Takeda’s Board of Directors may require Takeda to recoup incentive and other contingent compensation paid to any Internal Director, any other member of the Takeda Executive Team, and any other individual designated by the independent External Directors.
As Takeda strives to responsibly deliver on its commitments under its robust corporate governance model, the amended clawback policy now also requires that erroneously awarded incentive compensation paid to executive officers during the three prior fiscal years from the date of the determination of a restatement be recovered by Takeda in the event of a restatement, subject to limited exceptions permitted under Rule 10d-1. The independent External Directors also may seek to recoup additional incentive and other contingent compensation of covered executives in the event of restatement at its discretion. Furthermore, the policy for the recoupment of executive compensation in the event of significant misconduct remains unchanged.
For the amended clawback policy, please visit Governance Structure page of our company’s website. A direct link to the amended clawback policy is here.
* Please refer to “Takeda Adopts Executive Compensation Recoupment Policy”, dated April 1, 2020.
About Takeda
Takeda is focused on creating better health for people and a brighter future for the world. We aim to discover and deliver life-transforming treatments in our core therapeutic and business areas, including gastrointestinal and inflammation, rare diseases, plasma-derived therapies, oncology, neuroscience and vaccines. Together with our partners, we aim to improve the patient experience and advance a new frontier of treatment options through our dynamic and diverse pipeline. As a leading values-based, R&D-driven biopharmaceutical company headquartered in Japan, we are guided by our commitment to patients, our people and the planet. Our employees in approximately 80 countries and regions are driven by our purpose and are grounded in the values that have defined us for more than two centuries. For more information, visit www.takeda.com.
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Media Contacts: |
Japanese Media Jun Saito jun.saito@takeda.com +81 (0) 3-3278-2325 |
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U.S. and International Media Megan Ostrower
magan.ostrower@takeda.com |
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Investor Relations
Christopher O’Reilly
christopher.oreilly@takeda.com
+81 (0) 3-3278-2543 |
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Important NoticeFor the purposes of this notice, “press release” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company Limited (“Takeda”) regarding this release. This press release (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares or other securities are being offered to the public by means of this press release. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. This press release is being given (together with any further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of any investment, acquisition, disposal or any other transaction). Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
The companies in which Takeda directly and indirectly owns investments are separate entities. In this press release, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.
Forward-Looking Statements
This press release and any materials distributed in connection with this press release may contain forward-looking statements, beliefs or opinions regarding Takeda’s future business, future position and results of operations, including estimates, forecasts, targets and plans for Takeda. Without limitation, forward-looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “ensures”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects” or similar expressions or the negative thereof. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those expressed or implied by the forward-looking statements: the economic circumstances surrounding Takeda’s global business, including general economic conditions in Japan and the United States; competitive pressures and developments; changes to applicable laws and regulations, including global health
care reforms; challenges inherent in new product development, including uncertainty of clinical success and decisions of regulatory authorities and the timing thereof; uncertainty of commercial success for new and existing products; manufacturing difficulties or delays; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the impact of health crises, like the novel coronavirus pandemic, on Takeda and its customers and suppliers, including foreign governments in countries in which Takeda operates, or on other facets of its business; the timing and impact of post-merger integration efforts with acquired companies; the ability to divest assets that are not core to Takeda’s operations and the timing of any such divestment(s); and other factors identified in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S. Securities and Exchange Commission, available on Takeda’s website at: https://www.takeda.com/investors/sec-filings-and-security-reports/ or at www.sec.gov. Takeda does not undertake to update any of the forward-looking statements contained in this press release or any other forward-looking statements it may make, except as required by law or stock exchange rule. Past performance is not an indicator of future results and the results or statements of Takeda in this press release may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takeda’s future results.
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