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

Rhea-AI Filing Summary

Takeda Pharmaceutical Company Limited (TAK) filed a Form 6-K disclosing the voting outcomes of its 149th Ordinary General Meeting of Shareholders held on 25 June 2025.

• Dividend: Shareholders approved a year-end dividend of 98 JPY per share with 98.73% support (11,330,491 votes for vs. 49,100 against).
• Board Elections: All ten director nominees—including CEO Christophe Weber—were elected. Support ranged from 77.88% (Weber) to 97.33% (Miki Tsusaka).
• Director Bonuses: A total bonus pool of 460 million JPY for two Japan-based directors was approved with 67.41% support.

No other agenda items were presented, and all approvals met statutory thresholds. The filing is primarily informational, confirming continuity of Takeda’s leadership and cash-return policy.

Positive

• Year-end dividend of 98 JPY per share approved with 98.73% support, reaffirming Takeda’s commitment to shareholder returns.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR Routine AGM: dividend and all board proposals passed; solid but unremarkable governance outcome.

The decisive approval of all three proposals indicates shareholder alignment with management. Christophe Weber’s lower—but still strong—77.9% support suggests minor dissent yet well within best-practice thresholds. Approval of sizable bonuses at only 67.4% underscores growing scrutiny on executive pay, though passage avoids immediate governance risk. Overall, the meeting maintains board continuity and signals investor confidence.

Pharmaceutical Equity Analyst

TL;DR Dividend confirmation reinforces Takeda’s income profile; governance results pose no material strategic shift.

The 98 JPY dividend equates to roughly 2.2 % quarterly yield at recent prices, aligning with management’s commitment to stable returns. Director re-elections ensure strategic consistency around R&D pipeline execution and debt deleveraging. The approved bonus pool is immaterial relative to Takeda’s ¥4+ trillion revenue base. Hence, the filing is neutral-to-slightly-positive for income-focused investors but not a catalyst for valuation change.

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 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						Results of the Exercise of Voting Rights of the 149th Ordinary 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: July 1, 2025						By:			/s/ Norimasa Takeda
									Norimasa Takeda Chief Accounting Officer and Corporate Controller

Results of the Exercise of Voting Rights of the 149th 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 items to be resolved at the 149th Annual General Meeting of Shareholders of the Company held on June 25, 2025.

2.Contents

[1] The date of the shareholders meeting

June 25, 2025

[2] Details of items to be resolved

Proposal No.1: Appropriation of Surplus

Concerning the year-end dividend

98 JPY per share of common stock of the Company

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

To elect Christophe Weber, Milano Furuta, Andrew Plump, Masami Iijima, Ian Clark, Steven Gillis, Emiko Higashi, John Maraganore, Michel Orsinger, and Miki Tsusaka as Directors who are not Audit and Supervisory Committee Members.

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

To pay bonuses within a total of 460 million JPY to the 2 Directors who are not Audit and Supervisory Committee Members (excluding Directors residing outside of Japan 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 items to be resolved, requirements for each of the items to be resolved to be approved and the results for each resolution

Item to be resolved			Approval (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
Proposal No.1			11,330,491			49,100			286			11,476,475			Approval (98.73%)			(Note) 1
Proposal No.2																		(Note) 2
Christophe Weber			8,938,796			2,441,272			349			11,477,015			Approval (77.88%)
Milano Furuta			10,831,610			548,516			286			11,477,010			Approval (94.38%)
Andrew Plump			10,196,603			1,183,451			349			11,477,001			Approval (88.84%)
Masami Iijima			10,518,047			862,088			286			11,477,019			Approval (91.64%)
Ian Clark			9,633,060			1,747,077			286			11,477,021			Approval (83.93%)
Steven Gillis			10,525,774			854,363			286			11,477,021			Approval (91.71%)
Emiko Higashi			10,159,863			1,220,259			286			11,477,006			Approval (88.52%)
John Maraganore			10,466,177			913,966			286			11,477,027			Approval (91.19%)
Michel Orsinger			10,460,095			920,040			286			11,477,019			Approval (91.14%)
Miki Tsusaka			11,170,487			209,647			286			11,477,018			Approval (97.33%)
Proposal No.3			7,737,292			3,623,372			19,984			11,477,246			Approval (67.41%)			(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 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 Annual General Meeting of Shareholders to the number of voting rights for approval of, against or abstaining from each of the items 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 Annual 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 Annual General Meeting of Shareholders were not added to the number of voting rights for approval of, against or abstaining from each of the items to be resolved.

End of Document

FAQ

What dividend per share did Takeda (TAK) shareholders approve?

Shareholders approved a year-end dividend of 98 JPY per common share.

When was Takeda’s 149th Annual General Meeting held?

The AGM took place on 25 June 2025.

Were all director nominees elected at the 2025 AGM?

Yes. All 10 nominees were elected with approval percentages ranging from 77.88 % to 97.33 %.

How much in director bonuses was approved at the AGM?

A bonus pool of 460 million JPY for two Japan-based directors was approved.

What was the shareholder approval rate for the dividend proposal?

Proposal No.1 (dividend) received 98.73 % shareholder support.

Which director received the lowest approval percentage?

CEO Christophe Weber received the lowest support at 77.88 %.