GDEV Inc 6-K, filed Jul 26, 2022
GDEV Inc. (GDEV)
About this 6-K
GDEV Inc filed this 6-K on July 26, 2022.
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 of the
Securities Exchange Act of 1934
For the month of July 2022
Commission File Number: 001-40758
Nexters Inc.
(Translation of registrant’s name into English)
55, Griva Digeni
3101, Limassol
Cyprus
Telephone: +35722580040
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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): ¨
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): ¨
EXPLANATORY NOTE
On July 25, 2022, the Board of Directors of Nexters Inc. (NASDAQ: GDEV) (the “Company”) adopted the following resolutions in respect of the compensation of the Company’s directors:
| • | the cash component of the compensation for independent directors in the amount of USD 100,000, plus additional compensation for the Chairperson of the Board of Directors of USD 35,000 and further additional compensation of USD 25,000 for each Committee Chairperson; |
| • | an additional annual cash compensation in the amount USD 50,000 for each independent directors’ service for the year starting with the next annual shareholders’ meeting, in case if the share-based structure will not be determined within the next year due to continuing market conditions; and |
| • | an additional annual cash compensation in the amount of USD 25,000 to each, Natasha Braginsky Mounier and Andrew Sheppard, for their service on an ad hoc director search committee. |
Furthermore, a copy of the Company’s Notice of its Annual General Meeting (the “AGM”), including the agenda items of the AGM and the form of instrument appointing a proxy, is attached to this Form 6-K as Exhibit 99.1 and the Form of Proxy Card is attached as Exhibit 99.2.
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.
| Date: July 26, 2022 | ||
| Nexters Inc. | ||
| By: | /s/ Alexander Karavaev | |
| Name: Alexander Karavaev | ||
| Title: Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Notice of Annual General Meeting |
| 99.2 | Form of Proxy Card |
Exhibit 99.1
Notice on the Convocation of an Annual General Meeting of the Members of Nexters Inc.
Distributed electronically to:
those members of Nexters Inc. (the “Company”) whose names on July 26, 2022 (the “Record Date”) appear as members in the share register of the Company and are entitled to vote at the meeting; and
the other directors of the Company (the “Directors”);
July 26, 2022
This notice (the “Notice”) is given to inform that the Company will hold its 2022 annual general meeting (the “AGM”) of the members of the Company (the “Members”) on August 26, 2022, at 3:00 p.m. Cypriot time (8:00 a.m. Eastern time) at the Company’s offices at: 55, Griva Digeni, Limassol, Cyprus. The AGM will be held virtually by telecommunications means, details of which will be announced separately.
Nexters Inc. Virtual Shareholder Meeting Information:
Meeting Date: Friday, August 26, 2022
Meeting Time: 8:00 a.m. Eastern Time (EDT)
Annual Meeting-meeting webpage (information, webcast, telephone access and replay): https://www.cstproxy.com/nexters/2022
Telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 7936452#
The following agenda items are proposed for consideration and, if thought proper, for approval by the Members:
1. Appointment of the Company’s auditors
On the recommendation of the Audit Committee, the Company’s board of directors (the “Board”) recommends to the AGM to appoint an office of the global KPMG network (“KPMG”), as the Company’s auditors to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applicable to the Company.
The following resolution is proposed:
To approve the appointment of KPMG, as the Auditors to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applicable to the Company.
2. Election of Directors
According to Regulation 9.5 of the Company’s Articles of Association, each Director holds office for a term expiring at the Company’s next AGM immediately following their appointment, or until their earlier death, resignation or removal, and can be re-elected for successive terms. Upon the recommendation of the Nomination and Compensation Committee, the Board recommends to the AGM to re-elect the following Directors of the Company:
| Natasha Braginsky Mounier | Independent Director |
| Dmitrii Bukhman* | Non-Executive Director |
| Andrey Fadeev* | Director and CEO of the Company |
| Andrew Sheppard | Independent Director |
* These directors are, pursuant to Regulation 9.2 of the Articles, subject to nomination and appointment by Everix and FG (as defined in the Articles) and are subject to election by resolution of those persons only.
In addition to the re-elections proposed above, and upon the recommendation of the Nomination and Compensation Committee, the Board further recommends to the AGM to elect the following persons to act as additional Directors of the Company:
| Marie Holive | Independent Director |
| Olga Loskutova | Independent Director |
| Tal Shoham | Independent Director |
The following resolution is proposed:
To elect or re-elect, as the case may be, the following Directors of the Company:
| Natasha Braginsky Mounier | Independent Director |
| Marie Holive | Independent Director |
| Olga Loskutova | Independent Director |
| Andrew Sheppard | Independent Director |
| Tal Shoham | Independent Director |
Record Date:
Only Members as of the end of business on July 26, 2022, are entitled to attend and vote at the AGM either personally or by proxy, and such proxy need not be a Member of the Company.
Proxy:
A Member may be represented at the AGM by a proxy who may speak and vote on behalf of the Member. The instrument appointing a proxy shall be produced before the time for holding the AGM. The instrument appointing a proxy shall be in substantially the form attached to this Notice.
The instrument appointing a proxy shall be in writing under the hand of the appointer or, if the appointer is a corporation, either under seal or under the hand of an officer.
Original of any instrument of proxy or its notarized copy shall be deposited at the Company’s offices at: 55, Griva Digeni, Limassol, Cyprus, or by e-mail to investor@nexters.com.
The cut-off time to provide proxies is 2:00 p.m. Cypriot time (7 a.m. Eastern time) on August 26, 2022. Proxies submitted thereafter will not be considered.
Voting
According to Clause 6.1 of the Company’s Memorandum of Association, each ordinary share in the Company confers upon the Member the right to one vote at the AGM.
Materials
Copies of materials related to the AGM, including this Notice and form of instruments appointing proxy, are available for no charge on the Company’s website: investor.nexters.com.
Yours faithfully,
By the order of the Board
Andrey Fadeev,
CEO and Director
Form of Instrument Appointing a Proxy to Exercise Discretion
Nexters Inc.
I/We being a Member of the above Company HEREBY APPOINT [Insert Full Name of Proxy, passport No. _______, residing at _______________] of [Insert Full Name of the Legal Entity] or failing them [Insert Full Name of Additional Proxy, as necessary, passport No. _________, residing at ___________] of [Insert Full Name of the Legal Entity] to be my/our proxy to vote for me/us at the meeting of Members to be held on August 26, 2022 and at any adjournment thereof.
| Item of the Agenda | FOR | AGAINST | ABSTAIN |
| 1. Appointment of the Company’s auditors | |||
|
2. Election of Directors: (a) Natasha Braginsky Mounier (b) Marie Holive (c) Olga Loskutova (d) Andrew Sheppard (e) Tal Shoham |
By this instrument the Proxy is empowered and authorized to participate in the selection of the chairman of the AGM and request a poll if the Proxy thinks fit.
Signed this day of _____________, 2022.
Signature:
Name of the Member: ________________
Represented by: ____________________
| NEXTERS INC. 20619 Nexters Inc. Proxy Card REV2 Front PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online annual general meeting, you will need your 12 digit control number to vote electronically at the annual general meeting. To attend the annual general meeting, visit: https://www.cstproxy.com/nexters/2022 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on August 25, 2022. .. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK EASY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS NEXTERS INC. This notice (the “Notice”) is given to inform that the Company will hold its 2022 annual general meeting (the “AGM”) of the members of the Company (the “Members”) on August 26, 2022, at 3:00 p.m. Cypriot time (8:00 a.m. Eastern time) at the Company’s offices at: 55, Griva Digeni, Limassol, Cyprus. The AGM will be held virtually by telecommu- nications means. Nexters Inc. Virtual Shareholder Meeting Information: Meeting Date: Friday, August 26, 2022 Meeting Time: 8:00 a.m. Eastern Time (EDT) Annual Meeting-meeting webpage (information, webcast, telephone access and replay): https://www.cstproxy.com/nexters/2022 Telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free) Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 7936452# Record Date: Only Members as of the end of business on July 26, 2022, are entitled to attend and vote at the AGM either personally or by proxy, and such proxy need not be a Member of the Company. Proxy: A Member may be represented at the AGM by a proxy who may speak and vote on behalf of the Member. The instru- ment appointing a proxy shall be produced before the time for holding the AGM. The instrument appointing a proxy shall be in substantially the form attached to this Notice. Original of any instrument of proxy or its notarized copy shall be deposited at the Company’s offices at: 55, Griva Digeni, Limassol, Cyprus, or by e-mail to investor@nexters.com. The cut-off time to provide proxies is 2:00 p.m. Cypriot time (7 a.m. Eastern time) on August 26, 2022. Proxies submitted thereafter will not be considered. Voting According to Clause 6.1 of the Company’s Memorandum of Association, each ordinary share in the Company confers upon the Member the right to one vote at the AGM. Materials Copies of materials related to the AGM, including this Notice and form of instruments appointing proxy, are available for no charge on the Company’s website: investor.nexters.com. (Continued and to be marked, dated and signed on the other side) Exhibit 99.2 |
| 20619 Nexters Inc. Proxy Card REV2 Back 1. Appointment of the Company’s auditors On the recommendation of the Audit Committee, the Company’s board of directors (the “Board”) recommends to the AGM to appoint an office of the global KPMG network (“KPMG”), as the Company’s auditors to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applica- ble to the Company. The following resolution is proposed: To approve the appointment of KPMG, as the Auditors to hold office from the conclusion of this AGM until the Members appoint another auditor. The remuneration of the auditor shall be fixed by resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the stock exchange applicable to the Company. .. PROXY The following agenda items are proposed for consideration and, if thought proper, for approval by the Members: FOR AGAINST ABSTAIN 2. Election of Directors According to Regulation 9.5 of the Company’s Articles of Association, each Director holds office for a term expiring at the Company’s next AGM imme- diately following their appointment, or until their earlier death, resignation or removal, and can be re-elected for successive terms. Upon the recommen- dation of the Nomination and Compensation Committee, the Board recom- mends to the AGM to re-elect the following Directors of the Company: Natasha Braginsky Mounier Independent Director Dmitrii Bukhman* Non-Executive Director Andrey Fadeev* Director and CEO of the Company Andrew Sheppard Independent Director * These directors are, pursuant to Regulation 9.2 of the Articles, subject to nomination and appointment by Everix and FG (as defined in the Articles) and are subject to election by resolution of those persons only. In addition to the re-elections proposed above, and upon the recommendation of the Nomination and Compensation Committee, the Board further recommends to the AGM to elect the following persons to act as additional Directors of the Company: Marie Holive Independent Director Olga Loskutova Independent Director Tal Shoham Independent Director The following resolution is proposed: To elect or re-elect, as the case may be, the following Directors of the Company: Natasha Braginsky Mounier Independent Director Marie Holive Independent Director Olga Loskutova Independent Director Andrew Sheppard Independent Director Tal Shoham Independent Director FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Signature_________________________________ Signature, if held jointly_________________________________ Date___________2022. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. CONTROL NUMBER Important Notice Regarding the Internet Availability of Proxy Materials for the Annual General Meeting To view the 2022 Proxy Statement and to Attend the Annual General Meeting, please go to: https://www.cstproxy.com/nexters/2022 Form of Instrument Appointing a Proxy to Exercise Discretion I/We being a Member of the above Company HEREBY APPOINT [Insert Full Name of Proxy, passport No. ___________________________, residing at ____________________________ ] of ________________________________________ [Insert Full Name of the Legal Entity] or failing them ________________________________________ [Insert Full Name of Additional Proxy, as necessary, passport No. ___________________________ residing at ____________________________ ] of [Insert Full Name of the Legal Entity] ______________________________________to be my/our proxy to vote for me/us at the meeting of Members to be held on August 26, 2022 and at any adjournment thereof. Item of the Agenda 1. Appointment of the Company’s auditors 2. Election of Directors: (a) Natasha Braginsky Mounier (b) Marie Holive (c) Olga Loskutova (d) Andrew Sheppard (e) Tal Shoham By this instrument the Proxy is empowered and authorized to participate in the selection of the chairman of the AGM and request a poll if the Proxy thinks fit. Signed this day of _____________, 2022. Signature: Name of the Member: _________________________________ Represented by: _____________________________________ FOR AGAINST ABSTAIN |
