Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 October 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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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(Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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.

Results of Extraordinary General Meeting of Shareholders

Item 1

Results of Extraordinary General Meeting of Shareholders

Today, October 9, 2024, ICL Group Ltd. (the “Company”) held an Extraordinary General Meeting of Shareholders (the "Meeting"). At the Meeting, the shareholders voted on and approved, by the required majority, all proposals as outlined in the Company’s Notice and Proxy Statement for the Meeting (the “Proxy Statement”) that was attached as Item 1 to a Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (“SEC”) on August 21, 2024, as supplemented by Item 1 to the Report on Form 6-K furnished to the SEC on September 26, 2024, as detailed below.

Re-election of Ms. Dafna Gruber 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*	Votes Against*	Abstentions
602,702,871 97.32%	16,567,250 2.68%	224,507

*Excluding votes of controlling shareholders and shareholders who have a personal interest in the resolution (other than a personal interest that is not the result of the shareholder’s relationship with a controlling shareholder).

Approval of an Amended and Restated Compensation Policy for Office Holders, including the application of the financial goals’ adjustments in amended Section 7.6 thereof, for purposes of calculating the annual bonus payout for 2024 of the Executive Chairman of the Board of Directors of the Company and the Chief Executive Officer of the Company.

Votes were recorded as detailed in the table below:

Votes For*	Votes Against*	Abstentions
580,540,629 93.75%	38,674,975 6.25%	279,021

*Excluding votes of controlling shareholders and shareholders who have a personal interest in the resolution.

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: October 9, 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.