Internet Gold-Golden Lines Ltd.

Regulatory Filings • Jun 28, 2018

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 June 2018

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.

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 Appointment of two independent directors

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)

By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: June 27, 2018

EXHIBIT NO. DESCRIPTION

99.1 Appointment of two independent directors

3

Re: Appointment of Two Independent Directors

Ramat Gan, Israel –June 27, 2018 –Internet Gold –Golden Lines Ltd. (the "Company") (NASDAQ Global Select Market and TASE: IGLD).

Following the Company's earlier reports, the Board of Directors has appointed two new additional independent directors to the Company's Board of Directors, Messrs. Yuval Bronstein and Ilan Cohen.

The Company's Board of Directors held a discussion on the experience, the qualifications and the signed declarations of the two new appointees, and resolved that the appointments were in the best interest of the Company.

The Company's Compensation Committee and the Board of Directors approved that Yuval Bronstein and Ilan Cohen shall be entitled, for their services as directors, to a compensation amounting to the "Fixed Amount"according to the Companies Regulations (Rules regarding Compensation and Expenses of an External Director), 5760-2000, and the Companies Regulations (Exemptions Regarding Companies Traded on Foreign Stock Exchanges), 5760-2000.

As new directors, the two appointees will also be entitled to be included in the professional liability insurance policy for the Company's directors and officers, and to receive the Company's current indemnification and exculpation letter given to all current directors and officers. The compensation approval is in accordance with the Israeli Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000.

The Company's Board determined that the compensation to the additional directors is identical to the compensation paid to the other Company's directors, including the external directors, and does not exceed the maximum amount prescribed in the Compensation Regulations;the terms of the compensation are consistent with the provisions of the Company's compensation policy, as approved by the Company's shareholders;the compensation is fair and reasonable considering the effort required by a director fulfilling his duties, and in light of the extent of his involvement in the Company and the responsibility involved in this position in a corporation of such size as the Company;and the grant of indemnification to directors and officers alongside directors 'and officers'liability insurance is the acceptable norm of public companies and is intended to enable directors and officers to act effectively, subject to the limitations of the law.

As required by the Israeli Companies Law, the new appointees have declared in writing that they possess the requisite skills and expertise, as well as sufficient time, to perform their duties as directors of the Company.

Mr. Yuval Bronstein (49) has served as CEO of Azrieli Group Ltd. and as Chairman of the Board of Sonol Israel Ltd., between 2013 and 2017. He has served as CFO of Azrieli Group Ltd. (TASE:AZRG) and as director of Sonol Israel Ltd. and Tambour Ltd., between 2007 and 2013. Mr. Bronstein has also served in several positions in the Ministry of Finance, and in his last position, Mr. Bronstein has served as the Deputy Accountant General. Mr. Bronstein holds a B.A. degree in Economics and Accounting and a M.A. degree in business management from the Hebrew University of Jerusalem. Mr. Bronstein is a certified public accountant (CPA).

Mr.IlanCohen(59)isaco-founder and partner atDaka90groupand chairmanofDaka90Labsand LocoTravel.Mr.Cohenserved asvice chairmanoftheboard ofdirectorsand chairmanoftheauditcommitteeofEdmond deRothschild (Israel)Ltd.between2011and 2016.Hehasbeena board member and head ofthestrategiccommitteeofIsraelDiscountBankLtd.(TASE:DSCT)between2011and 2017and aboard member ofAlon USA Energy,Inc.(whichisnow partofDelekUS(NYSE:DK))between2014and 2017.Mr.Cohenserved asaDirector GeneralattheIsraeli PrimeMinister'sofficebetween2004and 2006.Mr.CohenholdsaBA degreeinmanagementand economicsfrom TelAvivUniversityand an MBA degreefrom INSEAD -theEuropeaninstituteofbusinessadministration(Fontainebleau–France).

AmiBarlev,ChairmanoftheCompany,said:

"W eareexcited and welcomethenew appointees,whobothqualifyasindependentdirectors.TheCompany'sBoard believesthattheappointments areinthebestinterestsofalloftheCompany'sshareholdersand itsdebentureholders."

Forward-Looking Statements

ThisReportmaycontain forward-lookingstatementsthataresubjectto risksand uncertainties.Factorsthatcould causeactualresultsto differ materially from these forward-looking statementsinclude,butare notlimited to,generalbusinessconditionsin the industry,changesin the regulatoryand legalcomplianceenvironments,thefailuretomanagegrowthand other risksdetailed from timetotimeinInternetGold –Golden LinesLtd.'sfilingswiththeSecuritiesExchangeCommission.Thesedocumentscontainand identifyother importantfactorsthatcould causeactual resultstodiffer materiallyfrom thosecontained inour projectionsor forward-lookingstatements.Stockholdersand other readersarecautioned notto placeunduerelianceontheseforward-lookingstatements,whichspeakonlyasofthedateonwhichtheyaremade.W eundertakenoobligationto updatepubliclyor reviseanyforward-lookingstatement.