ZIM Integrated Shipping Services Ltd 6-K/A, filed Apr 7, 2022

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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 April, 2022

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Commission File Number: 001-39937

ZIM Integrated Shipping Services Ltd.

      (Exact Name of Registrant as Specified in Its Charter)​

9 Andrei Sakharov Street

      P.O. Box 15067 

      Matam, Haifa 3190500, Israel 

      +972 (4) 865-2000

(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):

​	Yes   ☐	​	​	No   ☒	​

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   ☒	​

ZIM Integrated Shipping Services Ltd. (hereinafter, the “Company”) is filing this Amendment No. 1 to Form 6-K (“Amendment”) to its Form 6-K (“Form 6-K”) as filed with the Securities and Exchange Commission (SEC) on March 16, 2022. As a result of the disposition by Kenon Holdings Ltd. (“Kenon”) of Company’s ordinary shares during March 2022, as disclosed by Kenon, as of the close of the trading day of Monday, March 28, 2022, the record date for the Extraordinary General Meeting of the Shareholders, Kenon holding of the Company’s shares was less than 25% of the Company’s outstanding share capital.

As a result of the foregoing, the Proxy Statement and Proxy Card are hereby amended such that the required majority for the approval of Proposal No. 2 shall be the affirmative vote of a majority of the shareholders participating in the voting at the Meeting in person or by proxy, and the meeting will be postponed and held at 11:00a.m., Israel time, on Monday, May 2, 2022.

The Company hereby furnishes the following documents hereto as Exhibits 99.1 and 99.2, respectively:

i.

Notice to the shareholders of the Company, dated April 7, 2022, in connection with the Extraordinary Shareholders Meeting originally to be convened on April 25, 2022, and postponed to May 2, 2022.

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ii.

Amended Proxy Card originally dated March 16, 2022, as amended on the date hereof, for use in connection with the Meeting.

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The information in this Form 6-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

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SIGNATURES

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.

ZIM INTEGRATED SHIPPING SERVICES LTD.

By:

/s/ Noam Nativ

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Noam Nativ
EVP General Counsel and Corporate Secretary

Date: April 7, 2022

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tm229377-2\_6ka\_DIV\_03-exhibit99d1 - none - 1.0937465s

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Exhibit 99.1​

NOTICE TO THE SHAREHOLDERS OF

      ZIM INTEGRATED SHIPPING SERVICES LTD.

APRIL 7, 2022

In connection with the Notice and Proxy Statement dated March 16, 2022, for the Extraordinary General Meeting of Shareholders of ZIM Integrated Shipping Services Ltd. (the “Company”) scheduled for April 25, 2022 (the “Proxy Statement”), and as a result of the disposition by Kenon Holdings Ltd. (“Kenon”) of Company shares during March 2022, as disclosed by Kenon, as of the close of the trading day of Monday, March 28, 2022, the record date for the Extraordinary General Meeting of Shareholders (the “Record Date”), Kenon’s holding of Company shares was less than 25% of the Company’s outstanding share capital.

As a result of the foregoing, Proposal No. 2 detailed in the Proxy Statement no longer constitutes a Controlling Shareholder Transaction within the meaning of such term in the Israeli Companies Law and no longer requires approval by a special majority at the Meeting.

As such, the Proxy Statement and Proxy Card are hereby amended such that the required majority for the approval of Proposal No. 2 shall be the affirmative vote of a majority of the shareholders participating in the voting at the Meeting in person or by proxy, instead of the required majority stipulated in the Proxy Statement. A revised proxy card is attached to this Notice.

In addition, the date of the Meeting will be postponed in a manner that the Meeting will be held at 11:00a.m., Israel time, on Monday, May 2, 2022, at the Company’s offices at 9 Andrei Sakharov Street, Haifa, Israel. Accordingly, proxies of shareholders must be received by the Company no later than Monday, May 2, 2022 at 7:00a.m. Israel time, otherwise they shall not be valid at the Meeting and any Position Statements should be submitted to the Company at its registered offices, at 9 Andrei Sakharov Street, Haifa, Israel, to the attention of Mr. Noam Nativ, General Counsel and Company Secretary of the Company, no later than Friday, April 22, 2022.

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tm229377-2\_6ka\_DIV\_04-exhibit99d2 - none - 1.7812719s

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Exhibit 99.2​

ZIM INTEGRATED SHIPPING SERVICES LTD.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE

      EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE 

      HELD ON MONDAY, MAY 2, 2022

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Eli Glickman and Noam Nativ, and each of them, as agent and proxy for the undersigned, with full power of substitution, to vote with respect to all of the Ordinary Shares of ZIM Integrated Shipping Services Ltd. (the “Company”), standing in the name of the undersigned at the close of business on Monday, March 28, 2022, at the Extraordinary General Meeting of Shareholders of the Company to be held at the Company’s offices, 9, Andrei Sakharov Street, Haifa, Israel, on Monday, May 2, 2022, at 11:00a.m. (Israel time) and at any and all adjournments thereof, with all power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as follows (the “Meeting”).

A shareholder’s proxy card must be received by the Company no later than Monday, May 2, 2022 at 7:00a.m. Israel time, otherwise it shall not be valid at the Meeting.

The proxies are authorized to vote in their discretion on such other matters as may properly come before the Meeting.

The shares represented by this proxy card will be voted in the manner directed.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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Please mark your votes as in this example.

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Proposal No. 1:

Approval of the Company’s amended and restated compensation policy.

​	​	​	​	FOR	​	​	AGAINST	​	​	ABSTAIN	​
​	​	​	​	☐	​	​	☐	​	​	☐	​

Do you have a personal interest in the approval of Proposal No. 1 or are you a controlling shareholder of the Company (please note: if you do not mark either Yes or No, your shares will not be voted for Proposal No. 1)?

​	​	​	​	☐ YES	​	​	☐ NO	​	​	​	​

Proposal No. 2:

Approval of an equity compensation grant to the Company’s directors.

​	​	​	​	FOR	​	​	AGAINST	​	​	ABSTAIN	​
​	​	​	​	☐	​	​	☐	​	​	☐	​

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Proposal No. 3:

Approval of an equity compensation grant to the Company’s CEO, Eli Glickman.

​	​	​	​	FOR	​	​	AGAINST	​	​	ABSTAIN	​
​	​	​	​	☐	​	​	☐	​	​	☐	​

Do you have a personal interest in the approval of Proposal No. 3 or are you a controlling shareholder of the Company (please note: if you do not mark either Yes or No, your shares will not be voted for Proposal No. 3)?

​	​	​	​	☐ YES	​	​	☐ NO	​	​	​	​

PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

​	​	​	​	Dated: , 2022	​
​	​	​	​	​<br><br> <br>(Signature of Shareholder)​	​
​	​	​	​	​<br><br> <br>(Signature of Shareholder)​	​
​	​	​	​	Please sign exactly as your name(s) appears on your share certificate. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When the proxy is given by a corporation, it should be signed by an authorized officer.	​

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