Internet Gold-Golden Lines Ltd.

Regulatory Filings • Jan 16, 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 January 2019

INTERNET GOLD-GOLDEN LINES 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- __________

Internet Gold-Golden Lines Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Change in Board Composition

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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.

INTERNET GOLD-GOLDEN LINES LTD. (Registrant)

Date: January 16, 2019 By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

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EXHIBIT NO. DESCRIPTION

99.1 Change in Board Composition

Re: Board Composition

Ramat Gan, Israel – January 16, 2019 – Internet Gold – Golden Lines Ltd. (the "Company") (NASDAQ Global Select Market and TASE: IGLD).

The Company's Board of Directors announced today that effective immediately, Mr. Ami Barlev will emd his tenure as Chairman of the Board and director.

Mr. Barlev was appointed as Chief Executive Officer of B Communications Ltd. ("Bcom") today and will continue to serve as a director of Bcom. Bcom is the Company's subsidiary.

In addition, the Company announced that Mr. Doron Turgeman will serve as CEO of the Company and will end his tenure as CEO of Bcom.

Mr. Doron Turgeman said: "The results and circumstances regarding the recently published results of the company's auction to sell Bcom shares have led me to decide to focus on the challenges facing Internet Gold together with ending my tenure as CEO of Bcom. At the same time, the company thanks the outgoing chairman of the Board, Ami Barlev, for his tenure and his significant contribution to the Company's activities and wishes him success in his position as CEO of Bcom, which is the most important asset of the company. I am confident that Ami will lead Bcom successfully forward".

Ami Barlev added: "I appreciate the great opportunity that I was given to lead the Board during the past challenging year. I would like to thank the Board and management for placing their trust and confidence in my abilities. The company's Board members are highly qualified and we have faced many challenges together. I would like to also thank the CEO of the company, Doron Turgeman, for his service during the many years we worked together. Doron has always demonstrated integrity and professionalism at the highest level and is uniquely qualified to continue to lead the company".

Forward-Looking Statements

This report contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in Internet Gold's filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forwardlooking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forwardlooking statement.