Nebius Group N.V 6-K, filed Oct 30, 2020
Nebius Group N.V. (NBIS)
About this 6-K
Nebius Group N.V filed this 6-K on October 30, 2020.
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-16of
the Securities Exchange Act of 1934
October 30, 2020
YANDEX N.V.
Schiphol Boulevard 165
1118 BG, Schiphol, the Netherlands.
Tel: +31 202 066 970
(Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
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): ¨
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): ¨
On October 29, 2020, Yandex N.V. (the “Company”) issued a press release announcing the results of the matters submitted for a vote of the shareholders of the Company at the Company’s 2020 Annual General Meeting of Shareholders. Furnished as Exhibit 99.1 to this Report on Form 6-K is a corrected press release to reflect that the Company’s shareholders approved the Company’s 2019 statutory accounts, not the Company’s 2020 statutory accounts.
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.
| YANDEX N.V. | ||
|---|---|---|
| Date: October 30, 2020 | By: | /s/ Greg Abovsky |
| Greg Abovsky | ||
| Chief Financial Officer and Chief Operating Officer |
INDEX TO EXHIBITS
| 99.1 | Press<br> release announcing results of the 2020 Annual General Meeting of Shareholders. |
|---|
Exhibit 99.1
YANDEXANNOUNCES RESULTS OF2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
MOSCOW and AMSTERDAM, The Netherlands, October 29, 2020 - Yandex (NASDAQ and MOEX: YNDX), one of Europe's largest internet companies and the leading search and ride-hailing provider in Russia, today announced that all resolutions proposed at Yandex's 2020 Annual General Meeting of Shareholders ("AGM"), held on Thursday, October 29, 2020, have been approved.
Yandex also announced two reappointments to its Board of Directors. Arkady Volozh was re-appointed as executive member of the Board of Directors for a four-year term, and Mikhail Parakhin was reappointed as non-executive member of the Board of Directors for a one-year term.
The total number of Class A shares eligible to vote at the AGM was 316,675,755, with a total of 316,675,755 voting rights; the total number of Class B shares was 35,708,674, with a total of 357,086,740 voting rights. Each Class A share carries one vote; each Class B share carries ten votes. The Class A shares and Class B shares voted together as a single class on all matters at the AGM.
ProposalOne — Approval of 2019 statutory accounts
The below are the results regarding the proposal to approve the 2019 statutory accounts of Yandex:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 586 699<br> 774 | 37 232 | 1 247 629 |
ProposalTwo — Discharge of directors
The below are the results regarding the proposal to grant discharge to the directors for their management during the past financial year:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 574 631 439 | 11 014<br> 804 | 2 338 392 |
ProposalThree — Re-appointment of Arkady Volozh
The below are the results regarding the proposal to re-appoint Arkady Volozh to serve as a member of the Board of Directors for a four-year term:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 585 146<br> 520 | 2 033<br> 369 | 804<br> 746 |
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ProposalFour — Re-appointment of Mikhail Parakhin
The below are the results regarding the proposal to re-appoint Mikhail Parakhin to serve as a member of the Board of Directors for a one-year term:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 582 011<br> 154 | 5 905<br> 832 | 67<br> 649 |
ProposalFive — Cancellation of shares
The below are the results regarding the proposal to cancel Yandex's 1,429,984
outstanding Class C shares:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 587 961 431 | 9 622 | 13 582 |
ProposalSix — Appointment of Auditor
The below are the results regarding the proposal to ratify the selection by the Audit Committee of the appointment of JSC KPMG, an independent registered public accounting firm and the Russian affiliate of KPMG International, as auditors of the Company's consolidated financial statements for the 2020 financial year (to be prepared under U.S. GAAP), and KPMG Accountants N.V., its Dutch affiliate, as external auditors of the Company's statutory annual accounts for the 2020 financial year (to be prepared under IFRS):
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 587 936<br> 840 | 37 172 | 10<br> 623 |
ProposalsSeven, Eight and Nine — General designations and authorizations of the Board of Directors
The below are the results regarding the proposal to designate the Board of Directors as the competent body to issue from time to time Class A shares up to 20% of the issued share capital (excluding Class C Shares) of the Company for a period of five years from the date of the AGM:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 487 669<br> 038 | 99 891<br> 956 | 423<br> 641 |
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The below are the results regarding the proposal to designate the Board of Directors as the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of Class A shares for a period of five years from the date of the AGM:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 450 322 885 | 136 381<br> 422 | 1 280<br> 328 |
The below are the results regarding the proposal to authorize the Board of Directors for a period of 18 months to repurchase shares in Yandex up to a maximum of 20% of the issued share capital from time to time:
| Number of Votes For | Number of Votes Against | Number of Votes Abstained |
|---|---|---|
| 491 607<br> 888 | 95 749<br> 654 | 627<br> 093 |
Forfurther information, please visit http://company.yandex.com or contact:
YandexN.V.
Investor Relations
Yulia Gerasimova
Phone: +7 495 974-35-38
E-mail: askIR@yandex-team.ru
Press Office:
Ilya Grabovskiy
Phone: +7 495 739-70-00
E-mail: pr@yandex-team.ru
AboutYandex
Yandex (NASDAQ and MOEX:YNDX) is a technology company that builds intelligent products and services powered by machine learning. Our goal is to help consumers and businesses better navigate the online and offline world. Since 1997, we have delivered world-class, locally relevant search and information services. Additionally, we have developed market-leading on-demand transportation services, navigation products and other mobile applications for millions of consumers across the globe. Yandex, which has 33 offices worldwide, has been listed on the NASDAQ since 2011.
More information on Yandex can be found at https://yandex.com/company/.
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