ICL Group Ltd. Files 6-K for Registration Statement Incorporation

TL;DR

ICL Group Ltd. filed a routine 6-K, mainly for administrative purposes related to its S-8 registration.

AI Summary

ICL Group Ltd. filed a Form 6-K on July 17, 2024, to be incorporated by reference into its existing Form S-8 registration statement (Registration Number: 333-205518). This filing is a routine report for a foreign private issuer and does not contain specific financial or operational updates beyond its incorporation by reference.

Why It Matters

This filing is a procedural step for ICL Group Ltd. to update its registration statement, ensuring compliance with SEC regulations for securities offerings.

Risk Assessment

Risk Level: low — This filing is a standard procedural report and does not introduce new financial risks or significant operational changes.

Key Players & Entities

• ICL Group Ltd. (company) — Registrant
• 333-205518 (dollar_amount) — Form S-8 Registration Number
• July 17, 2024 (date) — Filing Date

FAQ

Filing Documents

• zk2431681.htm (6-K) — 62KB
• 0001178913-24-002220.txt ( ) — 63KB

From the Filing

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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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

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