Magic Software Enterprises : Immediate Report of Meeting

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 April 2024

MAGIC SOFTWARE ENTERPRISES LTD.

(Name of Registrant)

1 Yahadut Canada Street, Or-Yehuda, Israel 6037501 (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☐

CONTENTS

Annual Meeting of Shareholders

Annexed hereto and incorporated herein by reference are copies of the following proxy materials being distributed by Magic Software Enterprises Ltd. (the "Company") to its shareholders in connection with the Company's upcoming 2023 annual general meeting of shareholders, which is scheduled to be held on May 13, 2024 (the "Meeting"):

1. Notice and Proxy Statement for 2023 Annual General Meeting of Shareholders, each dated April 5, 2024, annexed as Exhibit 99.1 hereto.
2. Proxy Card for 2023 Annual General Meeting of Shareholders, annexed as Exhibit 99.2 hereto.

Exhibits

Exhibit Description

1. Notice and Proxy Statement for 2023 Annual General Meeting of Shareholders to be held on May 13, 2024.
2. Form of Proxy Card for 2023 Annual General Meeting

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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.

MAGIC SOFTWARE ENTERPRISES LTD.(Registrant)

By /s/ Asaf Berenstin

Name: Asaf Berenstin

Title: CFO

Date: April 5, 2024

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Exhibit 99.1

MAGIC SOFTWARE ENTERPRISES LTD.

1 Yahadut Canada Street, Or Yehuda 6037501, Israel

NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 13, 2024

April 5, 2024

Magic Software Enterprises Ltd. Shareholders:

We cordially invite you to attend the 2023 Annual General Meeting of Shareholders, or the Meeting, of Magic Software Enterprises Ltd., or the Company, to be held at 10:00 a.m. (Israel time) on Monday, May 13, 2024, at our offices at 1 Yahadut Canada Street, Or Yehuda 6037501, Israel. At the Meeting, shareholders will be asked to approve the following proposals, as further detailed in the attached proxy statement:

1. To re-elect each of the following three nominees to the Company's Board of Directors, or the Board of Directors, to serve as a director of the Company until the next annual general meeting of shareholders of the Company: Mr. Guy Bernstein, Ms. Naamit Salomon and Mr. Avi Zakay;
2. To re-elect Mr. Sami Totah, an independent director initially appointed by the Board of Directors in October 2023, to serve as a director on the Board of Directors until the next annual general meeting of shareholders of the Company;
3. To re-elect Mr. Ron Ettlinger to serve as an external director (as such term is defined in the Israeli Companies Law, 5759-1999, or the Israeli Companies Law) on the Board of Directors for a one-year term; and
4. To ratify and approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as our independent registered public accounting firm for the year ended December 31, 2023 and the additional period until the Company's 2024 annual general meeting of shareholders and to authorize the Board of Directors to delegate to its audit committee the authority to fix the compensation for such independent registered public accounting firm in accordance with the volume and nature of its services.

In addition, our auditor's report and consolidated financial statements for the year ended December 31, 2022 will be reviewed and discussed at the Meeting.

The Board of Directors recommends that you vote in favor of all of the proposals, which are described in the attached Proxy Statement.

Shareholders of record at the close of business on Tuesday, April 9, 2024 are entitled to notice of and to vote at the Meeting. If you are a shareholder of record, you can vote either by completing and mailing in your proxy card in the enclosed envelope or by attending the meeting and voting in person. If voting by mail, the proxy must be received by our transfer agent by 11:59 p.m. Eastern time on Friday, May 10, 2024, or at our registered office at least six hours prior to the time of the Meeting (i.e., 4:00 a.m., Israel time on Monday, May 13, 2024) to be validly included in the tally of ordinary shares voted at the Meeting. If you attend the Meeting, you may vote in person and your proxy will not be used. Detailed proxy voting instructions are provided both in the proxy statement for the Meeting and on the enclosed proxy card. Beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange, or TASE, may either vote their shares in person at the Meeting by presenting a certificate signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares, or send such certificate along with a duly executed proxy to the Company at 1 Yahadut Canada Street, Or Yehuda, 6037501, Israel, Attention: Corporate Secretary, or via email to: [e-mail].

In accordance with the Israeli Companies Law and the regulations thereunder, any shareholder of the Company holding (i) at least 1% of the outstanding voting rights of the Company for the Meeting may submit to the Company a proposed additional agenda item for the Meeting, or (ii) holding at least 5% of the voting rights of the Company for the Meeting may submit to the Company a proposed director candidate to be considered for election at the Meeting. Any such request should be sent to the Company's offices at Terminal Center, 1 Yahadut Canada Street, Or Yehuda, 6037501, Israel, Attention: Chief Financial Officer, email: [e-mail], no later than Thursday, April 11, 2024. To the extent that there are any additional agenda items or director candidates that the Board of Directors determines to add as a result of any such submission, the Company will publish an updated notice and proxy card with respect to the Meeting, no later than Thursday, April 18, 2024, to be furnished to the Securities and Exchange Commission under cover of a Form 6-K.

Sincerely,

/s/ Naamit Salomon

Asaf Berenstin

Chief Financial Officer

2

MAGIC SOFTWARE ENTERPRISES LTD. 1 Yahadut Canada Street, Or Yehuda 6037501, Israel

[phone]

PROXY STATEMENT

2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Magic Software Enterprises Ltd., referred to as Magic Software or the Company, to be voted at the 2023 Annual General Meeting of Shareholders of Magic Software, or the Meeting, and at any adjournment thereof, pursuant to the accompanying Notice of 2023 Annual General Meeting of Shareholders. The Meeting will be held at 10:00 a.m. (Israel time) on Monday, May 13, 2024, at our offices at 1 Yahadut Canada Street, Or Yehuda 6037501, Israel.

This Proxy Statement, the attached Notice of 2023 Annual General Meeting of Shareholders and the enclosed proxy card are being distributed to shareholders on or about April 11, 2024.

Purposes of the Annual General Meeting

At the Meeting, shareholders will be asked to vote upon the following matters:

1. To re-elect each of the following three nominees to the Company's Board of Directors, or the Board of Directors, to serve as a director of the Company until the next annual general meeting of shareholders of the Company: Mr. Guy Bernstein, Ms. Naamit Salomon and Mr. Avi Zakay;
2. To initially elect Mr. Sami Totah to serve as a director on the Board of Directors until the next annual general meeting of shareholders of the Company;
3. To re-elect Mr. Ron Ettlinger to serve as an external director (as such term is defined in the Israeli Companies Law, 5759-1999, or the Israeli Companies Law) on the Board of Directors for a one-year term; and
4. To ratify and approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as our independent registered public accounting firm for the year ended December 31, 2023 and the additional period until the Company's 2024 annual general meeting of shareholders and to authorize the Board of Directors to delegate to its audit committee the authority to fix the compensation for such independent registered public accounting firm in accordance with the volume and nature of its services.

In addition, our auditor's report and consolidated financial statements for the year ended December 31, 2022 will be reviewed and discussed at the Meeting.

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Recommendation of the Board of Directors

Our Board of Directors recommends a vote FOR re-election or election (as applicable) of each of the nominees listed in this Proxy Statement and FOR each of the other proposals set forth in this Proxy Statement.

Proxy Procedure

Only holders of record of our ordinary shares, par value of NIS 0.1 per share, or ordinary shares, as of the close of business on April 9, 2024 are entitled to notice of, and to vote in person or by proxy at the Meeting. As of March 31, 2024, there were 49,099,305 outstanding ordinary shares.

• Voting in Person. If your shares are registered directly in your name with our transfer agent (i.e., you are a "registered shareholder"), you may attend and vote in person at the Meeting. If you are a beneficial owner of shares registered in the name of your broker, bank, trustee or nominee (i.e., your shares are held in "street name"), you are also invited to attend the Meeting; however, to vote in person at the Meeting as a beneficial owner, you must first obtain a "legal proxy" from your broker, bank, trustee or nominee authorizing you to do so.
• Voting by Mail. You may submit your proxy by mail by completing, signing and mailing the enclosed proxy card in the enclosed, postage-paid envelope, or, for shares held in street name, by submitting voting instructions to your broker, bank trustee or nominee in accordance with the directions provided to you. If you submit a proxy card or voting instruction form but do not provide voting instructions, or if such voting instructions are not in accordance with the directions provided on a proxy card or voting instruction form, such shares will be voted "FOR" each of the nominees for director and "FOR" each proposal for which the Board of Directors recommends a vote "FOR".
• Voting Electronically. Shareholders in "street name" whose shares are held through Members of the TASE may also vote their shares electronically via the electronic voting system of the Israel Securities Authority, which vote shall be cast no later than May 13, 2024 at 4:00 a.m. Israeli time (six hours before the Meeting time). You may receive guidance on the use of the electronic voting system from the TASE member through which you hold your shares. Shareholders holding in "street name" on Nasdaq should be able to vote online at www.proxyvote.com by using the control number and following the instructions provided to them by their brokers.

If voting by virtue of a "legal proxy" or by mail, the proxy must be received by our transfer agent or at our registered office in Israel at least six hours prior to the designated time for the Meeting (that is, by 10:00 a.m. (Israel time) on Monday, May 13, 2024) to be validly included in the tally of ordinary shares voted at the Meeting.

Change or Revocation of Proxy

If you are a registered shareholder, you may change your vote at any time prior to the exercise of authority granted in the proxy by delivering a written notice of revocation to our Corporate Secretary, by granting a new proxy bearing a later date, or by attending the Meeting and voting in person. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

If your shares are held in "street name," you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Meeting and voting in person.

Quorum

A quorum of shareholders is necessary to transact business at the Meeting. The presence of two shareholders, holding at least 25% of our voting rights, represented in person or by proxy at the Meeting, will constitute a quorum. If there is not a legal quorum within half an hour of the scheduled time of the Meeting, the Meeting will be adjourned to the same day in the following week at the same time and place or to any other time and place as the chairman of the board of directors may determine with the consent of a majority of the voting power represented at the Meeting, in person or by proxy, and voting on the question of adjournment. At the reconvened Meeting, the presence of at least two shareholders, represented in person or by proxy, will constitute a quorum. This notice shall serve as notice of such reconvened meeting if no quorum is present at the original date and time; no further notice of the reconvened meeting will be given to shareholders.

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Abstentions and broker non-votes will be counted towards the quorum. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote such shares.

Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting purposes.

Majority Vote Standard

Each ordinary share entitles the holder to one vote. An affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting thereon, is required to approve each of the proposals.

In addition to the ordinary majority required for approval of each proposal, under the Companies Law, the re-election of our external director nominee under Proposal 3 requires that either of the following additional voting conditions be met as part of the approval by a majority of shares present and voting thereon:

• The majority voted in favor of the proposal needs to include a majority of the shares held by shareholders who are not controlling shareholders and do not have a conflict of interest, referred to under the Israeli Companies Law as a "personal interest" (except for a personal interest that does not arise from a relationship with a controlling shareholder) in the approval of the proposal that are voted at the Meeting, excluding abstentions; or
• the total number of shares held by non-controlling,non-conflicted shareholders (as described in the previous bullet-point) voted against the proposal must not exceed 2% of the aggregate voting power in the Company.

In tabulating the voting results for any particular proposal, shares that constitute broker non-votes and abstentions are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any of the matters being voted on at the Meeting. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for voting purposes.

We have received indications from our principal shareholder, Formula Systems (1985) Ltd., or Formula Systems, which holds approximately 46.7% of our issued and outstanding ordinary shares, that it presently intends to vote for all of the nominees for director and in favor of the other proposals to be acted upon at the Meeting. The vote of Formula Systems will not, however, count towards the special majority required for the election of our external director nominee under Proposal 3 (because of Formula Systems' status as a controlling shareholder of the Company under the Israeli Companies Law).

Cost of Soliciting Votes for the Meeting

We will bear the cost of soliciting proxies from our shareholders. Proxies will be solicited by mail and may also be solicited in person, by telephone or electronic communication, by our directors, officers and employees. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their expenses in accordance with the regulations of the Securities and Exchange Commission, or the SEC, concerning the sending of proxies and proxy material to the beneficial owners of our shares.

Voting Results of the Annual General Meeting

We will publish the final results in a Report of Foreign Private Issuer on Form 6-K, or Form 6-K, furnished to the SEC promptly following the Meeting. You may obtain a copy of the Form 6-K by reviewing our SEC filings through the SEC's EDGAR filing system at www.sec.gov, through the Tel-Aviv Stock Exchange filing system at www.tase.co.il, or through the Israeli Securities Authority filing system at http://www.magna.isa.gov.il/.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of March 31, 2024 regarding the beneficial ownership by (i) all shareholders known to us to beneficially own 5% or more of our outstanding ordinary shares, (ii) each director and executive officer; and (iii) all directors and executive officers as a group:

			Number of
			Ordinary
			Shares		Percentage of
			Beneficially
Name		Owned(1)		Ownership(2)
Formula Systems (1985) Ltd.(3)	22,933,809	46.71%
Harel Insurance Investments & Financial Services Ltd. (4)	5,255,936	10.71%
Clal Insurance Enterprises Holdings Ltd(5)	3,420,060	6.97%
Guy Bernstein	150,000	*
Asaf Berenstin	38,225	*
Ron Ettlinger		-		-
Naamit Salomon		-		-
Sagi Schliesser		-		-
Avi Zakay		-		-
Arik Kilman		-		-
Arik Faingold		-		-
Yakov Tsaroya	2,500	*
Hanan Shahaf		-		-
Yuval Baruch		-		-
All directors and executive officers as a group (12 persons)	190,725	*
* Less than 1%

1. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, or SEC, and generally includes voting or investment power with respect to securities. Ordinary shares underlying options currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage beneficial ownership of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them.
2. The percentages shown are based on 49,099,305 ordinary shares issued and outstanding as of March 31, 2024.
3. Based on Amendment No. 19 to Schedule 13D filed by Formula Systems (1985) Ltd., or Formula Systems, with the SEC on May 23, 2022. Asseco Poland S.A., or Asseco, holds 3,915,601 ordinary shares, representing 25.6% of the outstanding ordinary shares, of Formula Systems, as reported in Asseco's Amendment No. 5 to its beneficial ownership statement on Schedule 13D filed with the SEC on December 7, 2022. Asseco may therefore. be deemed to be the indirect beneficial owner of the aggregate 22,933,809 ordinary shares of our company held directly by Formula Systems. The address of Formula Systems is 1 Yahadut Canada Street, Or-Yehuda, Israel. The address of Asseco is 35-322 Rzeszow, ul.Olchowa 14, Poland.
4. Based on Amendment No. 5 to the beneficial ownership report on Schedule 13G filed by Harel Insurance Investments & Financial Services Ltd., or Harel Insurance, on January 30, 2024. Harel Insurance is a publicly held Israeli company. All of the 5,255,936 ordinary shares beneficially owned by Harel Insurance are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel Insurance, each of which subsidiaries operates under independent management and makes independent voting and investment decisions.
5. Based on Amendment No. 5 to the beneficial ownership report on Schedule 13G filed by Clal Insurance Enterprises Holdings Ltd., or Clal, on February 13, 2023, reflecting its holdings as of December 31, 2022. Clal is a publicly held Israeli company. All 3,420,060 ordinary shares beneficially owned by Clal are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Clal, each of which subsidiaries operates under independent management and makes independent voting and investment decisions.

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ADDITIONAL INFORMATION REGARDING OUR BOARD, CORPORATE GOVERNANCE

AND COMPENSATION OF OUR OFFICERS AND DIRECTORS

Item 6.B of our Annual Report on Form 20-F for the year ended December 31, 2022, or the 2022 Form 20-F, contains information regarding compensation paid to our directors and certain officers (including our five most highly compensated officers) in, or with respect to December 31, 2022. Item 6.C of our 2022 Form 20-F contains additional information regarding our Board, its committees and our corporate governance practices. We encourage you to review those items of our 2022 Form 20-F- which we incorporate by reference herein- to obtain additional information.

Diversity of the Board of Directors

Board Diversity Matrix (as of December 31, 2023)

The following table presents certain diversity information with respect to our Board in a format mandated by the Nasdaq Stock Market, on which our ordinary shares are listed:

Board Diversity Matrix for Magic Software Enterprises Ltd.

(as of 12/31/2023)

Country of Principal Executive Offices						Israel
Foreign Private Issuer						Yes
Disclosure Prohibited Under Home Country Law						No
Total Number of Directors					6
Part I: Gender Identity		Female		Male		Non-Binary	Did Not Disclose Gender
Directors	1	5	-	-
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction					0
LGBTQ+					0
Did Not Disclose Demographic Background	7				0