UNITED STATES
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
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of July 2024
 
Commission File Number: 001-13742
 
ICL GROUP LTD.
(Exact name of registrant as specified in its charter)
 
ICL Group Ltd.
Millennium Tower
23 Aranha Street
P.O. Box 20245
Tel Aviv, 61202 Israel
(972-3) 684-4400
(Address of principal executive 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 ☐
 
 

 ICL GROUP LTD.
 
 INCORPORATION BY REFERENCE
 
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
ICL GROUP LTD.
 
 
1.
Results of the 2024 Annual General Meeting of Shareholders

 
 Item 1
 
Results of the 2024 Annual General Meeting of Shareholders
 
On July 17, 2024, ICL Group LTD (the “Company”) held its 2024 Annual General Meeting of Shareholders of the Company (the "Meeting"). At the Meeting, the shareholders voted on and approved, by the applicable required majority, each of the proposals that were described in the Company’s Notice and Proxy Statement for the Meeting (the “Proxy Statement”) that was attached as Item 1to a Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (“SEC”) on May 31, 2024, as amended by the Report on Form 6-K/A furnished to the SEC on June 3, 2024, as detailed below:
 
1.
 
Re-election of Yoav Doppelt, Aviad Kaufman, Avisar Paz, Sagi Kabla, Reem Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Gadi Lesin, Michal Silverberg and Shalom Shlomo to serve as directors, effective as of the date of the Meeting, until the next annual general meeting of shareholders of the Company or until any of their earlier resignation or removal.
Votes were recorded as detailed in the table below:
 
Name of Director Nominee
Votes For
Votes Against
Abstentions
Yoav Doppelt
1,032,497,873

87.06%
153,474,589

12.94%
92,250
 
Aviad Kaufman
1,037,899,341

87.51%
148,072,203

12.49%
93,165
 
Avisar Paz
1,036,679,689

87.41%
149,292,620

12.59%
92,398
 
Sagi Kabla
1,037,989,008

87.52%
147,982,265

12.48%
93,435
 
Reem Aminoach
1,179,638,386

99.47%
6,333,101

0.53%
93,221
 
Lior Reitblatt
1,180,372,004

99.53%
5,598,905

0.47%
93,799
 
Tzipi Ozer Armon
1,169,133,747

98.58%
16,838,417

1.42%
92,543
 
Gadi Lesin
1,179,810,317

99.48%
6,188,811

0.52%
65,580
 
Michal Silverberg
1,179,616,499

99.46%
6,355,566

0.54%
92,643
 
Shalom Shlomo
1,036,012,572

87.35%
149,987,299

12.65%
64,839
 


2.
Re-election of Dr. Miriam Haran as an external director (within the meaning of the Israeli Companies Law, 1999) for a second three-year term.
Votes were recorded as detailed in the table below:
 
 
Votes For (excluding Personal Interest Votes)
Votes Against
Abstentions
Re-election of Dr. Miriam Haran as an external director
612,905,778

99.02%
6,052,773

0.98%
94,066
 

3.
Approval of an amendment to the Company’s Articles of Association in order to allow for indemnification and insurance of directors and officers under the Israeli Economic Competition Law, 1988 (the “Israeli Competition Law”).
Votes were recorded as detailed in the table below:
 
 
Votes For
Votes Against
Abstentions
Amendment to the Company’s Articles of Association
1,185,036,430

99.95%
558,692

0.05%
469,587
 

The Company’s amended Articles of Association, as approved at the Meeting, were filed as Annex A to the Proxy Statement.
 
4.
 
Subject to the approval of Proposal 3, approval of an amendment to the exemption, insurance and indemnification undertaking letter issued by the Company to each of its directors and officers to allow for indemnification and insurance in connection with proceedings under the Israeli Competition Law.
Votes were recorded as detailed in the table below:
 
 
Votes For (excluding Personal Interest Votes)
Votes Against
Abstentions
Amendment to the exemption, insurance and indemnification undertaking letter
617,910,477

99.89%
660,264

0.11%
481,876
 

5.
Reappointment of Somekh Chaikin, a Member Firm of KPMG International, as the Company’s independent auditor until the next annual general meeting of shareholders of the Company.
Votes were recorded as detailed in the table below:
 
 
Votes For
Votes Against
Abstentions
Reappointment of Somekh Chaikin (KPMG)
1,181,497,926

99.82%
2,163,773

0.18%
95,746
 


Name of the authorized signatory on the report and name of authorized electronic reporter: Aya Landman, Adv.
Position: VP, Chief Compliance Officer & Corporate Secretary
Signature Date: July 17, 2024
 
Press Contact
Adi Bajayo
ICL Spokesperson
+972-52-4454789
Adi.Bajayo@icl-group.com

Investor Relations Contact
Peggy Reilly Tharp
VP, ICL Global Investor Relations
+1-314-983-7665
Peggy.ReillyTharp@icl-group.com


SIGNATURE
 
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.
 
 
ICL Group Ltd.
 
 
 
By:
/s/ Aviram Lahav
 
 
Name:
Aviram Lahav
 
 
Title:
Chief Financial Officer
 
 
ICL Group Ltd.
 
 
 
By:
/s/ Aya Landman
 
 
Name:
Aya Landman
 
 
Title:
VP, Chief Compliance Officer & Corporate Secretary
 
Date: July 17, 2024

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