B Communication — AGM Information 2016

Jun 18, 2016

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 2016

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.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 B Communications Announces Results of Annual General Meeting of Shareholders held on June 16, 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.

B COMMUNICATIONS LTD. (Registrant)

By: /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: June 16, 2016

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 B Communications Announces Results of Annual General Meeting of Shareholders held on June 16, 2016.

B Communications Ltd. (the "Company") advises that the 2016 Annual General Meeting of the Company (the "Meeting") was held on June 16, 2016 at 2 Dov Friedman Street, Ramat Gan 5250301, Israel. The following resolutions were adopted at the Meeting:

• 1. To re-elect three directors (Shaul Elovitch, Or Elovitch, Benny Gabbay), to hold office until the next annual general meeting of shareholders;
• 1. To re-elect two external directors, to hold office for three years commencing from the date of this Meeting and to approve their terms of service (Mr. Moshe Rosenthal and Ms. Debbie Saperia);
• 1. To approve the updated compensation policy for the Company's directors and officers;
• 1. To approve the updated compensation terms for the Company's Chief Executive Officer;
• 1. To ratify and approve the reappointment of Somekh Chaikin, registered public accounting firm, a member of KPMG International, as the Company's independent registered public accountants for the year ending December 31, 2016, and to authorize the Company's Board of Directors and the Company's 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.

In addition, the auditor's report and audited consolidated financial statements of the Company for the year ended December 31, 2015 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.