B Communication

Foreign Filer Report • Nov 20, 2019

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 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 November 2019

B COMMUNICATIONS LTD. (Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel (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 ☐

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- __________

B COMMUNICATIONS LTD.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Clarification Report.

SIGNATURE

Pursuant to 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.

November 20, 2019 By: /s/ Ami Barlev

B COMMUNICATIONS LTD. (Registrant)

Ami Barlev Chief Executive Officer

EXHIBIT NO. DESCRIPTION

99.1 Clarification Report.

3

Ramat Gan, Israel - November 20, 2019 - B Communications Ltd. (the "Company") (NASDAQ Global Select Market and TASE: BCOM).

The Company hereby reports a clarification regarding the remuneration of the Directors of the Company, following the Annual Meeting Proxy Statement of the Company, as was published on October 7, 2019. This clarification does not constitute a change to the Company's policy as defined under the Proxy Statement and is provided for the sake of clarity only.

Clarification: Our Audit Committee and Board of Directors has resolved to pay our directors and external directors an annual fixed compensation amount equal to the maximum statutory amount for companies of our size set forth from time to time in the Israeli Companies Regulations (Rules Regarding Compensation and Expenses of an External director), 5760-2000, or the "Regulations." Based on our size at present, this amount does not exceed NIS 84,000 per year. In addition, as set forth in the Regulations, the directors shall be entitled to a per-meeting fee, in accordance with the maximum statutory amount for such fees set forth in the Regulations. According to the Regulations, a director will be entitled to 60% of the permeeting fee if he or she participates in the meeting remotely and not in person, and to 50% of the per-meeting fee if resolutions are approved in writing without convening a meeting.