B Communication — Declaration of Voting Results & Voting Rights Announcements 2013

Nov 7, 2013

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 November 2013

B COMMUNICATIONS LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 52503, 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 o

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): o

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): o

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 o 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.

The following exhibit is attached:

99.1 B Communications Announces Results of the Extraordinary General Meeting of Shareholders held on November 7, 2013.

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: November 7, 2013

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION 99.1 B Communications Announces Results of the Extraordinary General Meeting of Shareholders held on November 7, 2013.

EXHIBIT 99.1

B Communications Ltd. (the “Company”) advises that at an Extraordinary General Meeting of the Company (the “Meeting”) held on November 7, 2013 the following resolutions were passed by shareholders:

• (1) (a) To reelect two outside directors, Mr. Moshe Rosenthal and Ms. Debbie Saperia, for three year terms; (b) to approve the compensation to the nominees for outside director in the minimum statutory amount for companies of our Company’s size set forth from time to time in the Regulations; and (c) to ratify the issuance of new indemnification letters to the nominees and the inclusion of the nominees in the Company’s directors’ and officers’ liability insurance.

• (2) To approve the compensation policy for the Company’s directors and officers.

• (3) To approve an updated compensation arrangement for the Company’s chief executive officer in accordance with amendment no. 20 to the Israeli Companies Law.