Audiocodes Ltd.

Proxy Solicitation & Information Statement • Aug 14, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the Month of August 2025 Commission File Number 0-30070

AUDIOCODES LTD.

(Translation of registrant's name into English) 6 Ofra Haza Street • Or Yehuda • 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 ☐

EXPLANATORY NOTE

AudioCodes Ltd. (the "Registrant") is filing this Amendment No. 1 to the Registrant's Report on Form 6-K, filed with the U.S. Securities and Exchange Commission on August 12, 2025 (the "Original Form 6-K"), for the purpose of amending and restating Exhibit 99.2 (Form of Proxy Card for use at the Annual General Meeting of Shareholders, to be held on September 16, 2025) in its entirety to address an inadvertent error regarding the enumerated proposals and reflect a clarifying instruction. The remainder of the information contained in the Original Form 6-K remains unchanged.

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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.

AUDIOCODES LTD. (Registrant)

By: /s/ ITAMAR ROSEN

Itamar Rosen, Advocate Chief Legal Officer and Company Secretary

Dated: August 13, 2025

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In connection with the Registrant's 2025 Annual General Meeting of Shareholders, the Registrant hereby furnishes the following documents:

EXHIBIT INDEX

Exhibit
No.	Description
99.1 *	Notice of and Proxy Statement for the Annual General Meeting of Shareholders, dated August 12, 2025.
99.2	Form of Proxy Card for use at the Annual General Meeting of Shareholders, to be held on September 16, 2025.

* Previously filed

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Exhibit 99.2

0 1

AUDIOCODES LTD.

PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2025

The undersigned shareholder of AudioCodes Ltd. (the "Company" or "AudioCodes") hereby appoints SHABTAI ADLERSBERG, or if unable to attend, NIRAN BARUCH or ITAMAR ROSEN, the true and lawful attorney, agent and proxy of the undersigned, with full power of substitution, to vote as described below all of the shares of the Company that the undersigned is entitled to vote at the 2025 Annual General Meeting of Shareholders of the Company to be held at the principal executive offices of the Company, 6 Ofra Haza Street, Naimi Park, Or Yehuda, Israel, on Tuesday, September 16, 2025, at 2:00 p.m., local time, and at any adjournment thereof.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR each of the items on the reverse side.

(Continued and to be signed on the reverse side)

• 1.1

14475 ■

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

AUDIOCODES LTD.

September 16, 2025

e-Consent makes it easy to go graperles. With e-Consent, you can quickly access your proxy
material, statements and other eligible documents online, while reducing costs, clu

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
are available at http://www.tase.co.il/tase/ and http://www.magna.isa.gov.il

Please sign, date and mail your proxy card in the envelope provided as soon

as possible.

Y Please detach along perforated line and mail in the envelope provided. Y

0000 3 3 3 0 30 000000000 0	091625
	PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE Y
	FOR AGAINST ABSTAN 1. TO REELECT MS. ZEHAVA SIMON AS A CLASS I DIRECTOR TO SERVE FOR AN ADDITIONAL TERM OF THREE YEARS.
	2. TO REELECT MR. SHAI LEVY AS A CLASS I DIRECTOR TO SERVE FOR AN ADDITIONAL TERM OF THREE YEARS.
	3. TO ELECT MR. ITAY MAKOV AS A CLASS I DIRECTOR FOR A TERM OF THREE YEARS.
	4. TO APPROVE THE RENEWAL OF THE COMPENSATION POLICY FOR OFFICE HOLDERS OF THE COMPANY.
	5. To INCREASE THE NUMBER OF RESTRICTED SHARE UNITS TO BE GRANTED TO EACH NEWLY APPOINTED AND CONTINUING DIRECTOR OF THE COMPANY, OTHER THAN DIRECTORS EMPLOYED BY THE COMPANY, FROM 7,500 TO 10,000.
	6. 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, 2025, AND TO AUTHORIZE THE BOARD OF DIRECTORS (THE "BOARD") (OR THE AUDIT COMMITTEE OF THE BOARD, IF SO AUTHORIZED BY THE BOARD) TO DETERMINE THE COMPENSATION OF THE AUDITORS.
	The undersigned hereby acknowledges receipt of the 2025 Annual General Meeting of Shareholders and the Proxy Statement accompanying such Notice, revokes any proxy or proxies heretofore given to vote upon or act with respect to the undersigned's shares and hereby ratifies and confirms all that said proxies, their substitutes, or any of them, may lawfully do by virtue thereof.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that	Important Note: By executing this proxy card below, the undersigned shareholder will be deemed to confirm that such shareholder is NOT a "controlling shareholder" and does NOT have a "personal interest" (as such terms are defined in the Proxy Statement) in the approval of Proposal Four. If you are a controlling shareholder or have a personal interest in the approval of Proposal Four (in which case your vote will count only for or against the ordinary majority, and not for or against the Special Majority, required for approval of Proposal Four), please contact the Company's Chief Legal Officer at +972-3-976-4099 or by email at itamar.rosen@audiocodes.com. If your shares are held in "street name" by your bank, broker or other nomines and you are a controlling shareholder or have a personal interest in the approval of Proposal Four, you should notify your broker, bank or other nom- inee of that status, and they in turn should notify the Company as described in the preceding sen-
changes to the registered name(s) on the account may not be submitted via this method	tence.
Signature of Shareholder Date:	Signature of Shareholder Date:
	Note Pease signer on annes appear of this Proxy Mars should should should should should should shortey, at onlinistant, attorney, to see of partial phase or pusce or cli the as such. If the signer is a crocate name by dy adharized offer, ping all the as sub. If signer is a partnership name by abbrazed person.