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ICL Group Ltd.

Foreign Filer Report Sep 4, 2025

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6-K 1 zk2533755.htm 6-K Licensed to: ZKG Document created using Broadridge PROfile 25.8.1.5328 Copyright 1995 - 2025 Broadridge

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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-13742

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

ICL Group Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv, 61202 Israel

(972-3) 684-4400

(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 ☐

ICL GROUP LTD.

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

ICL GROUP LTD.

  1. Results of the 2025 Annual General Meeting of Shareholders

Item 1

Results of the 2025 Annual General Meeting of Shareholders

On September 4, 2025, ICL Group LTD (the “ Company ”) held its 2025 Annual General Meeting of Shareholders of the Company (the " Meeting "). At the Meeting, the shareholders voted on and approved, by the applicable required majority, each of the proposals that were described in the Company’s Notice and Proxy Statement for the Meeting (the “ Proxy Statement ”) that was attached as Item 1 to a Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (“ SEC ”) on July 17, 2025, as detailed below:

  1. Re-election of Yoav Doppelt, Aviad Kaufman, Avisar Paz, Sagi Kabla, Reem Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Gadi Lesin, Michal Silverberg and Shalom Shlomo to serve as directors, effective as of the date of the Meeting, until the next annual general meeting of shareholders of the Company or until any of their earlier resignation or removal.

Votes were recorded as detailed in the table below:

Name of Director Nominee Votes For Votes Against Abstentions
Yoav Doppelt 1,042,983,867 135,900,317 320,044
88.47% 11.53%
Aviad Kaufman 1,045,746,745 139,184,123 263,359
88.25% 11.75%
Avisar Paz 1,044,157,452 140,784,787 259,587
88.12% 11.88%
Sagi Kabla 1,046,011,294 138,929,086 263,630
88.28% 11.72%
Reem Aminoach 1,053,622,201 131,320,296 261,730
88.92% 11.08%
Lior Reitblatt 1,178,128,430 6,810,541 265,256
99.43% 0.57%
Tzipi Ozer Armon 1,169,707,382 15,229,814 267,031
98.71% 1.29%
Gadi Lesin 1,177,625,644 7,313,927 264,658
99.38% 0.62%
Michal Silverberg 1,053,950,516 130,983,876 269,836
88.95% 11.05%
Shalom Shlomo 1,178,069,223 6,873,269 261,736
99.42% 0.58%
  1. Reappointment of Somekh Chaikin, a Member Firm of KPMG International, as the Company’s independent auditor until the next annual general meeting of shareholders of the Company.

Votes were recorded as detailed in the table below:

Votes For Votes Against Abstentions
Reappointment of Somekh Chaikin (KPMG) 1,170,723,837 99.03% 11,441,411 0.97% 315,765

Name of the authorized signatory on the report and name of authorized electronic reporter: Aya Landman, Adv.

Position: VP, Chief Compliance Officer & Corporate Secretary

Signature Date: September 4, 2025

Press Contact

Adi Bajayo

ICL Spokesperson

+972-52-4454789 [email protected]

Investor Relations Contact

Peggy Reilly Tharp

VP, ICL Global Investor Relations

+1-314-983-7665 [email protected]

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.

/s/ Aviram Lahav
Name: Aviram Lahav
Title: Chief Financial Officer
/s/ Aya Landman
Name: Aya Landman
Title: VP, Chief Compliance Officer & Corporate Secretary

Date: September 4, 2025

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