UNITED ~~STATES~~ STATESSECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGE ACT OF 1934

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023

Commission File Number 001-35463

Taro Pharmaceutical Industries Ltd.

(Translation of ~~Registrant~~registrant’s name into English)

14 Hakitor Street, Haifa Bay 2624761, Israel

(Address of ~~Principal~~principal ~~Executive~~executive ~~Office~~office)

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ☐

CONTENTS

~~Potential~~Results ~~Transaction~~of ~~with~~Annual ~~Controlling~~ Shareholder Meeting

On ~~May~~December 2628, 2023, ~~at a meeting of the board of directors (the “Board”) of~~ Taro Pharmaceutical Industries Ltd. (“Taro” or the “Company”)~~, the~~ ~~Company’s~~held ~~controlling~~its ~~shareholder,~~2023 ~~Sun~~Annual ~~Pharmaceutical~~General ~~Industries~~Meeting ~~Ltd.~~of Shareholders (the “~~Sun~~Annual Meeting”). ~~informed~~At the ~~Board~~Annual ~~that~~Meeting, ~~it was~~the ~~considering~~Company’s toshareholders ~~make~~voted aon ~~proposal~~three ~~to acquire all of the outstanding ordinary shares~~proposals, ~~par~~which ~~value~~were ~~0.0001~~described ~~New~~in ~~Israeli Shekels, per share, of~~ the ~~Company~~notice ~~(“ordinary~~and ~~shares”),~~proxy ~~other~~statement ~~than~~relating ~~any~~to ~~shares~~the ~~already~~Annual ~~held~~Meeting by(annexed ~~Sun~~as orExhibit ~~its affiliates~~99.1 Onto ~~May 26, 2023, Sun delivered a proposal letter (~~the ~~“Proposal~~Company’s ~~Letter”)~~Report toof ~~the~~Foreign ~~Board~~Private ~~that~~Issuer ~~contained~~on aForm ~~non~~6-~~binding~~K ~~indication~~furnished ~~of interest~~ to ~~acquire all of~~ the ~~outstanding~~Securities ~~ordinary~~and ~~shares,~~Exchange ~~other~~Commission ~~than~~on ~~any~~November ~~shares already held by Sun or its affiliates~~17, ~~for a purchase price of US $38.00 per share in cash (the “Proposed Transaction”~~2023).

~~Following~~ The ~~delivery~~three ~~of the Proposal Letter~~proposals, ~~Sun engaged~~along ~~in multiple rounds of price negotiations~~ with ~~a special committee (~~the ~~“Special~~results ~~Committee”)~~ of the ~~Board~~voting ~~regarding the~~on ~~terms~~each ofsuch ~~the~~proposal ~~Proposed~~(and ~~Transaction. Such negotiations ultimately resulted~~ in ~~Sun communicating to~~ the ~~members~~case of ~~the~~Proposal ~~Special Committee updated terms of the Proposed Transaction~~1, ~~pursuant to which Sun has proposed to acquire all of~~ the ~~outstanding ordinary shares, other than any shares already held by Sun or its affiliates, for a purchase price of US $43.00 per share in cash (the “Revised Proposal”~~sub-proposals)~~. On December 10~~, ~~2023,~~are ~~the~~provided ~~Special Committee confirmed that it agreed in principle with the Revised Proposal and that it has agreed to negotiate definitive agreements.~~below:

~~The~~ 1. ~~consummation~~Re-election ofto ~~a transaction based on~~ the ~~Revised~~ ~~Proposal~~Company’s ~~could~~Board ~~result~~of ~~in,~~Directors ~~among~~of ~~other~~each ~~actions,~~of athe ~~merger~~following ornominees ~~other~~as ~~extraordinary~~an ~~transaction~~ordinary/non-External ~~involving Taro~~Director, ~~the~~as ~~delisting~~defined ofin the ~~ordinary~~ ~~shares~~Israeli ~~from~~Companies ~~the NYSE~~Law, ~~and~~5759-1999 (the ~~termination~~“Companies ofLaw”), ~~registration~~to ofserve ~~the~~for ~~ordinary~~a ~~shares~~one-year ~~under~~term, ~~Section~~until ~~12(b)~~the ~~and/or~~close ~~12(g)~~ of the ~~Securities Exchange~~next ~~Act~~annual ofgeneral ~~1934,~~meeting asof ~~amended.~~shareholders:

~~Negotiations~~(i)Dilip ~~regarding~~Shanghvi ~~definitive~~(Approved)(ii)Abhay ~~terms and~~Gandhi ~~agreements~~(Approved)(iii)Sudhir ~~for~~Valia a(Approved)(iv)Uday ~~Proposed~~Baldota ~~Transaction~~(Approved)(v)James ~~are~~Kedrowski ~~ongoing,~~(Approved)(vi)Oded ~~and~~Sarig no assurance can be given as to whether there will be a definitive agreement reached with respect to the Revised Proposal, the terms or conditions of any such agreement, or whether the Proposed Transaction will eventually be consummated, and the Revised Proposal remains subject to further required corporate approvals, negotiation and execution of definitive documentation and satisfaction of other customary conditions. The Special Committee is comprised solely of independent directors and the required corporate approvals with respect to the Proposed Transaction shall include the affirmative approval of the shareholders holding a majority of all the votes of shareholders, excluding Sun, its affiliates and any other shareholders that have a personal interest in the approval of the transaction, who participate in the vote.(Approved)

2. Approval of the renewal for an additional three-year period of the Company’s existing Compensation Policy for Office Holders (the “Compensation Policy”), which renewed policy maintains the existing compensatory terms. (Not approved by the requisite majority under the Companies Law)

3. Re-appointment of Ziv Haft Certified Public Accountants (Israel), a BDO member firm, as the Company’s independent auditors for the fiscal year ending March 31, 2024 and the additional period until the close of the next annual general meeting of shareholders of the Company, and authorization of their remuneration to be fixed, in accordance with the volume and nature of their services, by the Company’s Board of Directors or the audit committee thereof (Approved)

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.

	TARO PHARMACEUTICAL INDUSTRIES LTD.
	By:	/s/ Uday Baldota
	Name:	Uday Baldota
	Title:	Chief Executive Officer
	Date:	December 11, 2023

Date: January 4, 2024

TARO PHARMACEUTICAL INDUSTRIES LTD.

By: /s/ Uday Baldota

Name: Uday Baldota

Title: Chief Executive Officer and Director

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