6-K
Nebius Group N.V. (NBIS)
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
August 16, 2024
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 ¨
Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 16, 2024, announcing the results of the matters proposed at the Yandex N.V. (the “Company”) Annual General Meeting of Shareholders, including the approval of the change of the Company’s name to Nebius Group N.V.
INDEX TO EXHIBITS
| 99.1 | Press release dated August 16, 2024, announcing the results of the matters proposed at the Company’s Annual General Meeting of Shareholders. |
|---|
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: August 16, 2024 | By: | /s/ John Boynton |
| John Boynton | ||
| Chairman of the Board |
EXHIBIT 99.1
Nebius Group N.V. announces results of its AnnualGeneral meeting
AMSTERDAM, the Netherlands — August 16, 2024 — Nebius Group N.V. (formerly known as Yandex N.V.) (NASDAQ: YNDX, to be changed to NBIS) (the “Company”), the Dutch parent company of the Nebius Group, today announced that all resolutions proposed at the Annual General Meeting of Shareholders of the Company (the “AGM”), held on August 15, 2024, have been approved. The Company is also pleased to announce that the legal name of the Company is now Nebius Group N.V.
The total number of Class A shares eligible to vote at the AGM was 163,297,882, with a total of 163,297,882 voting rights; the total number of Class B shares eligible to vote at the AGM was 35,698,674, with a total of 356,986,740 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.
Results of the AGM
Below are the results of each proposal presented to the AGM:
Item 1: Extension of term to prepare 2023 Accounts
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 387,208,792 | 151,729 | 124,556 |
Item 2: Adoption of the 2023 Accounts
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 386,706,734 | 139,898 | 638,445 |
Item 3: Discharge of the Board for liabilitiesto the Company
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 386,603,543 | 236,732 | 644,802 |
Item 4: Appointment of Arkady Volozh as anExecutive Director
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 384,493,403 | 2,821,969 | 169,705 |
Item 5: Appointment of Ophir Nave as an ExecutiveDirector
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 384,219,644 | 2,053,507 | 1,211,926 |
Item 6: Appointment of Elena Bunina as a Non-ExecutiveDirector
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 378,428,999 | 8,906,034 | 150,044 |
Item 7: Appointment of Esther Dyson as a Non-ExecutiveDirector
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 378,148,356 | 8,851,898 | 484,823 |
Item 8: Appointment of Kira Radinsky as a Non-ExecutiveDirector
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 385,725,783 | 201,151 | 1,558,143 |
Item 9: Amendment of the terms of the continuingDirectors
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 387,167,843 | 165,173 | 152,061 |
Item 10: Approval of remuneration of the continuingDirectors
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 371,305,569 | 14,620,218 | 1,559,290 |
Item 11: Amendment of Articles regarding changeof Company name
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 387,247,802 | 111,693 | 125,582 |
Item 12: Amendment of the Equity IncentivePlan
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 374,104,589 | 12,162,560 | 1,217,928 |
Item 13: Appointment of Auditors
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 387,230,699 | 126,535 | 127,843 |
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Item 14: Authorization of the Board of Directorsto repurchase Class A shares
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 374,943,290 | 12,421,461 | 120,326 |
Item 15: Designation of the Board of Directorsas the competent body to issue from time to time Class A Shares up to an additional 20% of the issued share capital (excluding Class CShares) of the Company for a period of five years from the AGM Date:
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 373,160,962 | 14,193,036 | 131,079 |
Item 16: Designation of the Board of Directorsas the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of Class A Shares for aperiod of five years from the AGM Date:
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 368,249,339 | 19,105,944 | 129,794 |
Item 17: Authorization of the Board of Directorsto cancel certain Class A Shares, the number of which to be determined by the Board of Directors:
| Number of VotesFor | Number of VotesAgainst | Number of Votes Abstained |
|---|---|---|
| 387,197,210 | 152,807 | 135,060 |
***
Forfurther information, please visit http://nebius.group or contact:
Nebius Group N.V.
Investor Relations
askIR@nebius.com
Media Relations
media@nebius.com
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