B Communication

Foreign Filer Report • Nov 24, 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.

The following exhibit is attached:

99.1 B Communications Announces Results of Annual General Meeting of Shareholders held on November 24, 2019.

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.

B COMMUNICATIONS LTD. (Registrant)

By /s/ Ami Barlev

Ami Barlev Chief Executive Officer

Date: November 24, 2019

EXHIBIT NO. DESCRIPTION

99.1 B Communications Announces Results of Annual General Meeting of Shareholders held on November 24, 2019.

B Communications Ltd. (the "Company") advises that the 2019 Annual General Meeting of the Company (the "Meeting") was held November 24, 2019 at 2 Dov Friedman Street, Ramat Gan, Israel. The following resolutions were adopted at the Meeting:

• 1. To elect one director to hold office until our next annual general meeting of shareholders (Shlomo Zohar), and to approve his terms of service.
• 1. To elect two new external directors to hold office for three years, and to approve their terms of service (Efrat Makov and Mr. Michael klahr), and to approve their term of service.
• 1. To ratify and approve the reappointment of Somekh Chaikin, registered public accounting firm, a member of KPMG International, as our independent registered public accountants for the year ending December 31, 2019, and to authorize our Board of Directors and our audit committee (under their authority in accordance with the Israeli Companies Law) to fix the compensation of such independent registered public accountants in accordance with the volume and nature of their services.

The following resolution was not adopted following the objection of the Company's controlling shareholder, Despite high support from the public shareholders:

1. To approve an amendment to our indemnification agreements with our office holders in respect of acts performed by them in their capacity as our directors and officers.

In addition, the auditor's report and audited consolidated financial statements of the Company for the year ended December 31, 2018 were presented at the Meeting.

For further details and information, please refer to the Company's Proxy Statement, as was published with respect to the Annual General Meeting on October 7, 2019.