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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-40649
REE AUTOMOTIVE LTD.
(Exact name of registrant as specified in its
charter)
Kibbutz Glil-Yam
4690500, 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 ☐
CONTENTS
Supplement
to Proxy Statement for Annual General Meeting of Shareholders
In
its Report of Foreign Private Issuer on Form 6-K, furnished to the U.S. Securities and Exchange Commission (the “SEC”)
on December 15, 2025 (the “Original Form 6-K”), REE Automotive Ltd. (the “Company”) published a
notice and proxy statement (the “Proxy Statement”) for its annual general meeting of shareholders, which is scheduled
to take place on January 22, 2026 at 12:00 p.m. Israel time (5:00 a.m. Eastern Time), at the Company’s headquarters at Kibbutz Glil-Yam,
Israel (the “Meeting”). The Proxy Statement describes in detail, among other things, the proposals to be presented
to the shareholders at the Meeting and related background information, as well as logistical information related to voting procedure,
date and time information for the Meeting, and the required majorities for approval of the proposals under the Israeli Companies Law,
5759-1999 (the “Companies Law”).
The
contents of this amendment to the Original Form 6-K serve as a supplement to, and to the extent applicable, modify certain information
contained in the Proxy Statement (“Amendment”). The purpose of the Amendment is to update information relating to the
appointment of a new chairman of the Board of Directors of the Company. None of the proposals are modified in any manner by this Amendment.
This Amendment does not contain all of the information that is relevant to the Meeting or that may be important to you. You should read
carefully the entire Proxy Statement, as supplemented and modified, as applicable, by this Amendment, before voting on any of the proposals
to be presented at the Meeting.
Capitalized
terms that appear in this Amendment and are not defined herein have the respective meanings assigned to them in the Proxy Statement.
Supplement
to Proposal No. 1 (Re-election of Directors)
Proposal
No. 1 is supplemented to modify and restate the prior Section titled “Background” with the following:
Background
Under our Amended and Restated
Articles of Association, the number of the Company’s directors is fixed at not less than three (3) and no more than eleven (11).
The minimum and maximum number of directors may be changed only by a resolution adopted at a general meeting of shareholders, by (i) so
long as Class B Ordinary Shares remain outstanding, a majority of the total voting power of the shareholders and (ii) if no Class B Ordinary
Shares remain outstanding, a supermajority of at least sixty-five percent (65%) of the total voting power of the shareholders.
The Board of Directors is
presently composed of seven (7) members. Following Mr. Carlton Rose’s determination to no longer serve as the Chairman, the Board
of Directors approved the appointment of Mr. Hicham Abdessamad to serve as Chairman of the Board of Directors, which became effective
on December 22, 2025. Mr. Rose continues to serve as a member of the Board of Directors.
Following the approval of
the re-election of the board members listed below, the Board of Directors will consist of seven (7) members, four (4) of whom are independent.
Mr. Abdessamad will serve as the Chairman of the Board of Directors.
In accordance with the Companies
Law, each director nominee has certified to the Company that he or she satisfies all of the requirements of the Companies Law to serve
as a director of a public company and possesses the necessary qualifications and has sufficient time to fulfill their duties as a director
of the Company. Such certifications will be available for inspection at the Annual Meeting.
The following is a brief biography
of each director nominee.
| Name |
|
Age |
|
Position |
| Hicham Abdessamad |
|
52 |
|
Chairman of the Board |
| Carlton Rose |
|
63 |
|
Director |
| Ittamar Givton |
|
73 |
|
Director |
| Rajesh Goel |
|
57 |
|
Director |
| Ayellet (Mimi) Zemah |
|
56 |
|
Director |
| Ahishay Sardes |
|
44 |
|
Co-Founder, Chief Technology Officer and Director |
| Daniel Barel |
|
47 |
|
Co-Founder, Chief Executive Officer and Director |
Hicham Abdessamad has
served on our Board of Directors since March 29, 2023 and appointed as REE’s Chairman of the Board of Directors on December 22,
2025. Mr. Abdessamad has served as the Chairman and President & CEO of Hitachi America, Ltd, where he oversaw the growth objectives
of Hitachi’s North America business across key sectors including digital, energy and innovation. Mr. Abdessamad also serves as an
advisor on the investment advisory committee (IAC) appointed by the U.S. Secretary of Commerce, Gina Raimondo. Mr. Abdessamad has held
multiple executive roles within Hitachi, including CEO of Hitachi Global Digital Holdings, President and CEO of Hitachi Consulting. Mr.
Abdessamad holds a Bachelor of Science degree in Computer Engineering from Suffolk University, Massachusetts, and has completed the Executive
Development Program at the Tuck School of Business at Dartmouth College in New Hampshire, and the Executive Leadership Program at the
International Institute of Management Development (IMD) in Lausanne, Switzerland.
Carlton Rose has served
on the board of directors since June 2023. Mr. Rose was employed by United Parcel Service starting in 1980, first as a package handler
and, during his 43-year tenure, having earned numerous promotions as a result of his technical skills, business skills and team leadership
culminating in his most recent position as its President, Global Fleet Maintenance & Engineering until his retirement in March, 2023.
Mr. Rose serves on the board of directors of Lincoln Educational Services Corporation (Nasdaq: LINC) since August 2020. A native of Marion,
Indiana, Mr. Rose is an automotive engineering graduate of the Indianapolis campus of Lincoln Technical Institute, now Lincoln College
of Technology.
Ittamar
Givton has served on the board of directors since March 29, 2023. Mr. Givton served on the boards of several government entities and
public companies in Israel, across the energy, banking, chemical, and communication sectors as well as on the board of the Israeli Stock
Exchange. In addition, Mr. Givton served for many years as Managing Director of Automotive Equipment Group in Israel (importer of Suzuki,
Man and Bridgestone, among others) and is now serving as Chairman of the Group’s Advisory Committee. Prior to his work in AEG, Mr.
Givton held a senior position in the Budget Department of the Israeli Ministry of Finance and later served as VP for Business Development
in the Dankner Group. Mr. Givton holds a BA in Economics from Tel Aviv University and an LL.B from the Hebrew University in Jerusalem.
Rajesh Goel joined
our board of directors on November 15, 2024. Mr. Goel has served on the board of directors of Motherson International Limited, Yachiyo
India Manufacturing Pvt Limited, Prysm Displays (India) Private Limited and Samvardhana Motherson International Leasings IFSC Limited
since 2024, on the board of directors of FDO Holidays Private Limited, Motherson Auto Solutions Limited, Youngshin Motherson Auto Tech
Limited, Samvardhana Motherson Hamakyorex Engineered Logistics Limited, Samvardhana Motherson Electric Vehicles LLC and Motherson Electronic
Components Private Limited since 2023, and on the board of directors of Aero Treatments Private Limited, CIM Tools Private Limited and
Samvardhana Motherson International Limited since 2022. He also served on the board of directors of Prysm Systems, Inc. from 2023 until
2024 and Honda Cars India Ltd. From 2018 until 2021. Mr. Goel serves as a member of the audit, nomination and remuneration, and corporate
social responsibility committees of Yachiyo India Manufacturing Pvt Limited, a member of the audit and nomination and remunerations committees
of Samvardhana Motherson Hamakyorex Engineered Logistics Limited and Motherson Electronic Components Private Limited, and as a member
of the nomination and remuneration committee of CIM Tools Private Limited. Mr. Goel has more than 25 years of experience serving at various
executive roles with Honda, including as General Manager, Purchasing Division 2 - Worldwide, in Honda Motor Co., Ltd. from 2015 until
2018. Mr. Goel holds a Bachelor of Commerce degree from the Dehli University and is a Certified TQM trainer from Honda Motor, Japan as
well as AOTS, Japan. He is also an alumnus of IMD, Switzerland, Center for Creative Leadership, San Diego and AOTS & International
Skill Cooperation Center, Japan.
Ayellet (Mimi) Zemah
joined our board of directors in 2025. Ms. Zemah has served as a founding partner of Zemah, Schnieder & Partners since 2008, where
she heads the high-tech, investment funds, corporate law, and Mergers & Acquisitions departments. She also heads the High-Tech Dispute
Resolution Institute, which was established in 2019 to provide dispute settlement for the high-tech industry in Israel. Prior to 2008,
Ms. Zemah practiced corporate law for several law firms. Ms. Zemah holds a LL.B degree from Tel-Aviv University School of Law and an LL.M
degree from New York University School of Law.
Ahishay Sardes has
been the Chief Technology Officer of REE since 2013 and has served as a member of the Board of Directors since 2021. Mr. Sardes has over
15 years of experience in engineering including mechanics, electronics, software and research. From 2008 to 2013, he served as Head of
Engineering at ZIV-AV Technologies, an Israeli engineering company. Mr. Sardes holds a Bachelor of Science in Mechanical Engineering from
the Afeka Tel Aviv Academic College of Engineering.
Daniel Barel has been
the Chief Executive Officer of REE since 2013 and has served as a member of the Board of Directors since 2013. Mr. Barel is an entrepreneur
and businessperson who founded several startups in the fields of medical devices, cyber security and software applications. He serves
as chairman of SpecterX, an Israeli data management company he co-founded in 2019.* Mr.
Barel holds a Bachelor of Arts in Economics and Business Administration from the Hebrew University.
| * | REE is also a customer of SpecterX. See “Item 7.B. Related
Party Transactions” of our Annual Report on Form 20-F as filed with the Securities and Exchange Commission on May 15, 2025 for
additional information. |
Incorporation
by Reference
This Report of Foreign Private Issuer on Form 6-K is incorporated
by reference into the Company’s registration statements on Form S-8 (File Nos. 333-261130,
333-272145,
333-278319,
333-282346,
333-287381)
and its registration statement on Form F-3 (File No. 333-276757),
and shall be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
| |
REE AUTOMOTIVE LTD. |
| |
|
|
| |
By: |
/s/ Avital Futterman |
| |
Name: |
Avital Futterman |
| |
Title: |
General Counsel |
Date: January 7, 2026
