[6-K] Takeda Pharmaceutical Company Limited American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Takeda Pharmaceutical held its 149th Annual General Meeting of Shareholders on June 25, 2025, where several key resolutions were passed. The meeting addressed the company's performance for FY2024 (April 1, 2024 to March 31, 2025).

Key resolutions approved include:

• Approval of a year-end dividend of 98 JPY per share
• Re-election of ten Directors not serving on the Audit and Supervisory Committee, including CEO Christophe Weber and seven External Directors
• Approval of executive bonuses totaling up to 460 million JPY for two eligible Directors (excluding overseas Directors and External Directors)

The meeting also reviewed the Business Report, Consolidated Financial Statements, and Unconsolidated Financial Statements, along with audit results from the Accounting Auditor and Audit and Supervisory Committee. This filing demonstrates Takeda's commitment to corporate governance and shareholder transparency.

Positive

• Approved dividend payment of 98 JPY per share, demonstrating commitment to shareholder returns
• All ten proposed Directors were successfully re-elected, maintaining leadership stability with 7 out of 10 being External Directors, indicating strong corporate governance
• Approved performance bonuses totaling 460 million JPY for eligible Directors, indicating achievement of performance targets

Negative

• None.

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 June 2025

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

Exhibit Number
1						Notice of Resolutions at the 149th Annual General Meeting of Shareholders

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: June 25th, 2025						By:			/s/ Norimasa Takeda
									Norimasa Takeda Chief Accounting Officer and Corporate Controller

TRANSLATION: Please note that the following is an English translation of the original Japanese version, prepared only for the convenience of shareholders residing outside Japan. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

June 25, 2025

To Our Shareholders

Christophe Weber

President and Representative Director

Takeda Pharmaceutical Company Limited

1-1, Doshomachi 4-chome

Chuo-ku, Osaka 540-8645, Japan

Notice of Resolutions at the 149th Annual General Meeting of Shareholders

Dear Shareholders:

We hereby report as follows on the matters reported on and the resolutions made at the 149th Ordinary General Meeting of Shareholders of the Company held today.

Items reported on:

1. The Business Report, Consolidated Financial Statements and Unconsolidated Financial Statements for the 148h fiscal year (from April 1, 2024 to March 31, 2025)

2. Results of audits on the Consolidated Financial Statements by the Accounting Auditor and Audit and Supervisory Committee, for the 148th fiscal year

The contents of these documents were reported.

Items resolved:

Proposal No.1:    Appropriation of Surplus

This item was approved as originally proposed. (The year-end dividend is 98 JPY per share.)

Proposal No.2:    Election of Ten (10) Directors who are not Audit and Supervisory Committee Members

As proposed, Christophe Weber, Milano Furuta, Andrew Plump, Masami Iijima, Ian Clark, Steven Gillis, Emiko Higashi, John Maraganore, Michel Orsinger and Miki Tsusaka were re-elected, and all ten (10) Directors who are not Audit and Supervisory Committee Members assumed their respective offices.

Masami Iijima, Ian Clark, Steven Gillis, Emiko Higashi, John Maraganore, Michel Orsinger and Miki Tsusaka are External Directors defined in Article 2, item 15 of the Companies Act.

Proposal No.3:    Payment of Bonuses to Directors who are not Audit and Supervisory Committee Members

It was proposed and approved that the amount within 460 million JPY in total be paid to the two (2) Directors (excluding Directors residing overseas and External Directors) in office as of the end of this fiscal year.

End of Document

FAQ

What dividend did TAK approve at its 149th Annual General Meeting in June 2025?

At the 149th Annual General Meeting, shareholders approved a year-end dividend of 98 JPY per share as part of Proposal No. 1 on Appropriation of Surplus.

How many directors were elected to TAK's board in June 2025?

Ten (10) Directors who are not Audit and Supervisory Committee Members were elected, including Christophe Weber, Milano Furuta, Andrew Plump, and seven external directors: Masami Iijima, Ian Clark, Steven Gillis, Emiko Higashi, John Maraganore, Michel Orsinger and Miki Tsusaka.

What is the total bonus amount approved for TAK's directors in 2025?

The shareholders approved bonuses totaling up to 460 million JPY to be paid to two Directors (excluding Directors residing overseas and External Directors) who were in office at the end of the fiscal year.

Who are the independent directors on TAK's board as of June 2025?

Seven external directors were confirmed: Masami Iijima, Ian Clark, Steven Gillis, Emiko Higashi, John Maraganore, Michel Orsinger and Miki Tsusaka. These are classified as External Directors as defined in Article 2, item 15 of the Companies Act.

Who is the current CEO of TAK as of June 2025?

Christophe Weber serves as President and Representative Director of Takeda Pharmaceutical Company Limited, as confirmed in the notice to shareholders dated June 25, 2025.