Audiocodes Ltd. — AGM Information 2016

Nov 2, 2016

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 of the Securities Exchange Act of 1934

For the Month of November 2016

Commission file number 0-30070

AUDIOCODES LTD. (Translation of registrant's name into English)

1 Hayarden Street • Airport City, Lod 7019900 • 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 ý 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): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

The following document is attached hereto and incorporated by reference herein:

Exhibit 1: Notice of Annual General Meeting of Shareholders to be held on December 8, 2016.

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.

AUDIOCODES LTD. (Registrant)

By: /s/ ITAMAR ROSEN

Itamar Rosen, Advocate Chief Legal Officer and Company Secretary

Dated: November 2, 2016

EXHIBIT INDEX

Exhibit No. Description 1 Notice of Annual General Meeting of Shareholders to be held on December 8, 2016.

AUDIOCODES LTD. 1 Hayarden Street Airport City, Lod 7019900, Israel

NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 8, 2016

TO THE SHAREHOLDERS OF AUDIOCODES LTD.:

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the " Meeting ") of AudioCodes Ltd., a company formed under the laws of the State of Israel (the " Company "), will be held on December 8, 2016 at 2:00 p.m., local time, at the principal executive offices of the Company located at 1 Hayarden Street, Airport City, Lod 7019900, Israel (the telephone number at that address is +972-3-976-4000), for the following purposes:

• (1) To reelect Ms. Zehava Simon as a Class I director for a term of three years;
• (2) To approve the compensation policy for officers and directors of the Company for the years 2016-2018;
• (3) Subject to the approval of each of Proposal One and Proposal Two, to approve the grant of options to purchase 22,500 Ordinary Shares of the Company to Ms. Zehava Simon for her services as a director of the Company;
• (4) To ratify the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the year ending December 31, 2016, and to authorize the Board of Directors (or the Audit Committee of the Board of Directors, if authorized by the Board) to determine the compensation of the auditors; and
• (5) To review and discuss the audited Consolidated Financial Statements of the Company for the year ended December 31, 2015.

Those Entitled to Vote

Only shareholders who hold Ordinary Shares, nominal value NIS 0.01 per share, of the Company at the close of business on November 8, 2016 (the " Record Date ") will be entitled to notice of, and to vote at, the Meeting and any adjournments thereof.

According to the Companies Law Regulations (Confirmation of Ownership of Shares for Voting in the General Meeting), 2000, if a shareholder holds shares through a TASE Member and the shares are registered in the shareholder registry in the name of such TASE Member, the shareholder may provide to the Company, prior to the Meeting, a certification confirming his ownership of the shares on the Record Date. Such certification may be obtained at the TASE Member's offices or may be sent to the shareholder by mail (subject to payment of the cost of mailing), at the election of the shareholder; provided that the shareholder's request shall have been submitted with respect to a specific securities account.

A shareholder may appoint a proxy to vote his/her/its shares on his/her/its behalf, in accordance with the Company's Articles of Association. Shareholders may send standpoint notices to the Company no later than November 28, 2016. The last date for submitting proposals for consideration at the Meeting is November 9, 2016.

Shareholders may sign and return proxy cards to the Company no later than December 7, 2016, at 2:00 p.m. Israel time.

Each shareholder is entitled to vote via the electronic voting system for shareholder meetings of publicly-listed Israeli companies via its MAGNA online platform. Voting via the electronic voting system for shareholder meetings of publicly-listed Israeli companies via its MAGNA online platform must be completed no later than six hours before the time fixed for the Meeting.

Vote Required

The affirmative vote of the holders of a majority of the voting power represented and voting on each of the proposals in person or by proxy is required to approve each of the proposals. In addition, in order to approve each of the reelection of Ms. Zehava Simon as an outside director in accordance with Proposal One and the compensation policy for officers and directors of the Company for the years 2016-2018 in accordance with Proposal Two, either the affirmative vote of the Ordinary Shares must include at least a majority of the Ordinary Shares voted by shareholders who are not controlling shareholders and do not have a personal interest in such matter (excluding a personal interest that is not related to a relationship with the controlling shareholders), or the total number of shares of noncontrolling shareholders and non-interested shareholders voted against such proposal must not represent more than two percent of the outstanding Ordinary Shares. For this purpose, you are asked to indicate on the proxy card whether you are a controlling shareholder or whether you have a personal interest in the adoption of each of Proposal One or Proposal Two. For this purpose, a "controlling shareholder" is any shareholder who has the ability to direct the Company's actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the Company. listed in the Company's shareholder register and whose shares are held through the TASE Member, provided that each shareholder's request shall have been

Review of Documents

Shareholders may review the full version of the foregoing items of business and the Proxy Statement, which includes the full version of the proposed resolutions and a proxy card, at the principal executive offices of the Company stated above, from Sundays through Thursdays during regular working hours and upon prior notice (tel no.: +972-3-976-4000) until the Meeting date. A copy of the Proxy Statement will also be available at the following websites: http://www.tase.co.il/tase/ or http://www.magna.isa.gov.il (the "Distribution Sites").

Each member of The Tel-Aviv Stock Exchange Ltd. shall e-mail, upon request and without charge, a link to the Distribution Sites, to each shareholder who is not submitted (a) with respect to a specific securities account, and (b) prior to the Record Date.

FOR THE BOARD OF DIRECTORS

Stanley Stern Chairman of the Board

Lod, Israel November 2, 2016