SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
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 2024
G. Willi-Food International Ltd.
(Translation of registrant’s name into English)
4 Nahal Harif St., Yavne, Israel 81106
(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): ____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached hereto and incorporated by reference herein as
Exhibit 99.1 is a Notice in connection with the Annual Meeting of Shareholders scheduled for November 14, 2024.
This Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-266312).
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.
| |
G. Willi-Food International Ltd.
|
| |
|
| |
By: /s/ Yitschak Barabi
|
| |
Name: Yitschak Barabi
|
| |
Title: Chief Financial Officer
|
|
Date: October 1, 2024
|
|
Exhibit 99.1
G. WILLI-FOOD INTERNATIONAL LTD.
4 Nahal Harif Street, Northern Industrial Zone, Yavne 8122216, Israel
Tel: 972-8-9321000; Fax: 972-8-9321003
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 14, 2024
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the “Meeting”) of G. Willi-Food International Ltd. (the “Company”) will be held on November 14, 2024, at 4:00 p.m. Israel time, at the offices of the Company, 4 Nahal Harif Street, Northern Industrial Zone, Yavne 8122216, Israel, for the following purposes:
1.Election of Ms. Ayelet Nir as an external director of the Company for a first term of three years commencing on the date of approval
by the shareholders in the Meeting;
2.Election of Mr. Idan Ben-Shitrit as an external director of the Company for a third term until August 1, 2027;
3.Re-election of Mr. Zwi Williger and Mr. Joseph Williger as directors of the Company, each to hold office subject to the Company’s
Articles of Association and the Companies Law;
4.Election of Mr. Shlomo Gold as an independent director of the Company, to hold office subject to the Company’s Articles of Association
and the Israeli Companies Law.
5.Appointment of BDO Ziv Haft as the Company's independent accounting firm for the year ending on December 31, 2023 and for the period
until the next Annual General Meeting of the Company's shareholders.
In addition, at the Meeting, the shareholders will be requested to consider the financial statements of the Company for the fiscal year
ended December 31, 2023, together with the report of the auditors thereon and the report of the Board for such year.
Shareholders may transact such other additional business as may properly come before the Meeting or any adjournment or postponement
thereof.
One or more shareholders holding at least one percent (1%) of the voting rights at the Meeting may apply to the Company's Board of Directors in accordance with the provisions
of section 66(b) of the Companies Law, to include a matter on the agenda of the Meeting until Wednesday, October 16, 2024, provided that one or more shareholders holding at least five percent (5%) of the voting rights at the Meeting may apply to
the Company's Board of Directors regarding the nomination of a candidate for the Board of Directors or the removal of a director from office. Should the Board of Directors find that said matter is appropriate to be discussed at the Meeting, the
Company will publish an updated agenda.
Shareholders of record at the close of business on Tuesday, October 8, 2024, (the “Record Date”), are entitled to participate and to
vote at the Meeting and at any adjournment or postponement thereof. Each shareholder of record is entitled to one vote for each Ordinary Share held by him/her upon each of the matters on the Meeting’s agenda.
All shareholders are cordially invited to attend the Meeting in person. Shareholders who will not attend the Meeting in person are requested to complete, date and sign the
enclosed form of proxy and to return it promptly, no later than 48 hours prior to the Meeting (i.e., no later than November 12, 2024 at 4:00 p.m., Israel time), to the offices of the Company or to the offices of the Company's transfer agent,
Equiniti Trust Company LLC, using the enclosed envelope. No postage is required if mailed in the United States. Return of your proxy does not deprive you of your right to attend the Meeting and to vote your Ordinary Shares in person.
A shareholder who wishes to vote at the Meeting but is unable to attend in person may appoint a representative to attend the Meeting and vote in his/her behalf. In order to do
so, such shareholder must execute an instrument of appointment and deposit it at the offices of the Company (or its designated representative) no later than 48 hours prior to the Meeting (i.e., no later than November 12, 2024 at 4:00 p.m. Israel
time).
The following Proxy Statement contains additional information with respect to the matters on the agenda.
Shareholders may, at their request and subject to the provisions of the law, review documents related to the Meeting’s agenda at the offices of the Company, 4 Nahal Harif
Street, Northern Industrial Zone, Yavne 8122216, Israel, on (Israeli) business days (Sundays to Thursdays) between 9:00 a.m. to 5:00 p.m. Israel time following previous coordination with the Company’s Chief Financial Officer, Mr. Yitschak Barabi
(phone number +972-8-9321000, fax number +972-8-9321003).
By order of the Board of Directors
/s/ Zwi Williger
Chairman of the Board of Directors
Dated: Yavne, Israel, October 1, 2024
2