0000950103-16-014774.txt : 20160712 0000950103-16-014774.hdr.sgml : 20160712 20160712063414 ACCESSION NUMBER: 0000950103-16-014774 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160712 FILED AS OF DATE: 20160712 DATE AS OF CHANGE: 20160712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISRAEL CHEMICALS LTD CENTRAL INDEX KEY: 0000941221 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13742 FILM NUMBER: 161763130 BUSINESS ADDRESS: STREET 1: MILLENNIUM TOWER STREET 2: 23 ARANHA STREET, P.O. BOX 20245 CITY: TEL AVIV STATE: L3 ZIP: 61202 BUSINESS PHONE: (972-3) 684-4400 MAIL ADDRESS: STREET 1: MILLENNIUM TOWER STREET 2: 23 ARANHA STREET, P.O. BOX 20245 CITY: TEL AVIV STATE: L3 ZIP: 61202 6-K 1 dp67173_6k.htm FORM 6-K

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 July, 2016

 

 

Commission File Number: 001-13742

 

ISRAEL CHEMICALS LTD.

(Exact name of registrant as specified in its charter)

 

Israel Chemicals 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

X 

   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):

 

Yes   No

X 

 

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):

 

Yes   No

X

 

 

 

ISRAEL CHEMICALS 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 Israel Chemicals 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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished

 

 

 

ISRAEL CHEMICALS LTD.

 

1.Petition for Approval of Filing a Derivative Action

 

 

 

 

 

Item 1

 

Petition for Approval of Filing a Derivative Action 

The Company hereby reports that on July 11, 2016, it received a petition submitted by shareholders, pursuant to Section 197 of the Israeli Companies Law, 5759-1999 (the "Petition"), to the Economic Division of the Tel-Aviv District Court. 

The petitioners allege that the annual bonuses granted to the top-five highest paid senior officers of the Company, including the CEO, for the years 2014 and 2015 were granted unlawfully and in a manner not conforming to the Company’s Compensation Policy, this for an estimated amount of ILS 18 million. The Petition was submitted against the top-five highest paid senior officers of the Company and alternatively, against the members of the Compensation Committee who approved the grant of the aforementioned bonuses. According to the Petition, the Company is requested to compel the top-five highest paid senior officers to return all the bonuses, and should they fail to comply with this request, file a claim against the aforementioned members of the Compensation Committee. 

The Company strongly rejects the petition and shall submit its response to the Court according to the law. 

It should be noted that the Chairman of the Company’s Board of Directors has received an application according to Section 194(b) of the Israeli Companies Law, on a similar matter. The application has not yet been brought for the Board of Directors for review and discussion.

 

 

 

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.

 

    Israel Chemicals Ltd.
     
     
      By: /s/ Kobi Altman
        Name: Kobi Altman
        Title: Chief Financial Officer

 

    Israel Chemicals Ltd.
     
     
      By: /s/ Lisa Haimovitz
        Name: Lisa Haimovitz
        Title: Senior Vice President, Global General Counsel and Corporate Secretary

 

Date: July 12, 2016