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Form 6-K TAKEDA PHARMACEUTICAL For: Jul 05

July 5, 2022 6:10 AM EDT

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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 July 2022

 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.
TAKEDA PHARMACEUTICAL COMPANY LIMITED
Date: July 5, 2022By:/s/ Norimasa Takeda
Norimasa Takeda
Chief Accounting Officer and Corporate Controller



Results of the Exercise of Voting Rights of the 146th Ordinary General Meeting of Shareholders


1.Reason for the submission
The report is submitted pursuant to the provisions of Article 24-5, Paragraph 4 in the Financial Instruments and Exchange Act, and Article 19, Paragraph 2, Item 9-2 in the Cabinet Office Ordinance on Disclosure of Corporate Information, etc., which shows the results of the resolution on the matters to be resolved at the 146th Ordinary General Meeting of Shareholders of the Company held on June 29, 2022.

2.Contents
[1] The date of the shareholders meeting
June 29, 2022
 [2] Details of matters to be resolved
First Proposal: Appropriation of Surplus
Concerning the year-end dividend
90 yen per share of common stock of the Company
Second Proposal: Partial Amendment to the Articles of Incorporation
To partially amend the Articles of Incorporation in order to accommodate a system for electronic provision of materials for general meeting of shareholders in line with the amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) which will be enforced on September 1, 2022.
Third Proposal: Election of Eleven (11) Directors who are not Audit and Supervisory Committee Members
To elect Christophe Weber, Masato Iwasaki, Andrew Plump, Costa Saroukos, Olivier Bohuon, Jean-Luc Butel, Ian Clark, Steven Gillis, Masami Iijima, John Maraganore and Michel Orsinger as Directors who are not Audit and Supervisory Committee Members.
Fourth Proposal: Election of Four (4) Directors who are Audit and Supervisory Committee Members
To elect Koji Hatsukawa, Emiko Higashi, Yoshiaki Fujimori and Kimberly A. Reed as Directors who are Audit and Supervisory Committee Members.
Fifth Proposal: Payment of Bonuses to Directors who are not Audit and Supervisory Committee Members
To pay bonuses within a total of 500 million yen to the 3 Directors who are not Audit and Supervisory Committee Members (excluding Directors resident overseas and External Directors) in office as of the end of this fiscal year.





[3] Numbers of voting rights for approval of, against and abstaining from each of the matters to be resolved, requirements for each of the matters to be resolved to be approved and the results for each resolution
Matter to be resolvedApproval (No. of voting rights)Against (No. of voting rights)Abstention (No. of voting rights)Total No. of voting rights exercised
Result
(Proportion of approval)
Approval requirements
First Proposal
11,426,950
75,259
29
11,519,996Approval (99.19%)(Note) 1
Second Proposal
11,434,768
67,251
  54
11,519,831Approval (99.26%)
(Note) 2
Third Proposal


(Note) 3
Christophe Weber
11,027,042
474,903
30
11,519,733
Approval (95.72%)
Masato Iwasaki
11,173,611
261,784
66,594
11,519,747
Approval (97.00%)
Andrew Plump
11,140,126
295,278
66,594
11,519,756
Approval (96.70%)
Costa Saroukos
11,116,808
318,567
66,594
11,519,727
Approval (96.50%)
Olivier Bohuon
11,250,039
251,890
30
11,519,717
Approval (97.66%)
Jean-Luc Butel
11,238,998
262,956
30
11,519,742
Approval (97.56%)
Ian Clark
11,040,193
461,743
30
11,519,724
Approval (95.84%)
Steven Gillis
11,158,645
343,287
30
11,519,720
Approval (96.87%)
Masami Iijima
11,145,318
356,594
30
11,519,700
Approval (96.75%)
John Maraganore
11,179,230
322,172
30
11,519,190
Approval (97.05%)
Michel Orsinger
11,249,822
252,093
30
11,519,703
Approval (97.66%)



Fourth Proposal


(Note) 3
Koji Hatsukawa
11,268,979
232,983
29
11,519,749
Approval (97.82%)
Emiko Higashi
11,202,908
299,071
29
11,519,766
Approval (97.25%)
Yoshiaki Fujimori
11,254,809
247,147
29
11,519,743
Approval (97.70%)
Kimberly A. Reed
11,273,670
227,799
29
11,519,256
Approval (97.87%)
Fifth Proposal
11,291,399
210,720
60
11,519,937
Approval (98.02%)(Note) 1

(Note) 1. Approval requires a majority of the voting rights of shareholders in attendance and able to exercise voting rights.
2. Approval requires the attendance of shareholders possessing at least one third of the voting rights of shareholders who are able to exercise voting rights and two thirds of the voting rights of shareholders in attendance.
3. Approval requires the attendance of shareholders possessing at least one third of the voting rights of shareholders who are able to exercise voting rights and a majority of the voting rights of shareholders in attendance.




[4] Reason for not adding some of the voting rights of shareholders who attended the Ordinary General Meeting of Shareholders to the number of voting rights for approval of, against or abstaining from each of the matters to be resolved

The requirements for approval of the resolutions were met by the advance voting by the day prior to the date of this Ordinary General Meeting of Shareholders and the tallying of votes received from some of the shareholders who attended on the day of the meeting for which the approval or otherwise of the resolutions could be confirmed, and the resolutions were thus passed legally in accordance with the Companies Act. Therefore, the remaining votes of shareholders who attended on the day of this Ordinary General Meeting of Shareholders were not added to the number of voting rights for approval of, against or abstaining from each of the matters to be resolved.

End of Document



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