Nebius Group N.V 6-K, filed Aug 22, 2025
Nebius Group N.V. (NBIS)
About this 6-K
Nebius Group N.V filed this 6-K on August 22, 2025.
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 22, 2025
Nebius Group 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): ¨
Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 22, 2025, announcing the results of the matters proposed at the Nebius Group N.V. (the “Company”) Annual General Meeting of Shareholders.
INDEX TO EXHIBITS
| 99.1 | Press release dated August 22, 2025, 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.
| NEBIUS GROUP N.V. | ||
| Date: August 22, 2025 | By: | /s/ BOAZ TAL |
| Boaz Tal | ||
| General Counsel | ||
EXHIBIT 99.1
Nebius Group N.V. announces results of its Annual General Meeting
AMSTERDAM, the Netherlands — August 22, 2025 — Nebius Group N.V. (NASDAQ: NBIS) (the “Company”), a leading AI infrastructure company, today announced that all resolutions proposed at the Annual General Meeting of Shareholders of the Company (the “AGM”), held on August 21, 2025, have been adopted.
The total number of Class A shares eligible to vote at the AGM was 203,009,866, with a total of 203,009,866 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 2024 Accounts
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 413,735,313 | 123,050 | 2,104,319 |
Item 2: Adoption of the 2024 Accounts
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 413,816,798 | 61,688 | 2,084,196 |
Item 3: Discharge of the Board for liabilities to the Company
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 413,419,206 | 2,311,109 | 232,367 |
Item 4: Re-appointment of Arkady Volozh as an Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 414,917,731 | 872,064 | 172,887 |
Item 5: Re-appointment of Ophir Nave as an Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 401,785,324 | 12,911,264 | 1,266,094 |
Item 6: Re-appointment of John Boynton as a Non-Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 396,747,571 | 19,015,666 | 199,445 |
Item 7: Re-appointment of Elena Bunina as a Non-Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 401,251,034 | 14,510,759 | 200,889 |
Item 8: Appointment of Arne Grimme as a Non-Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 414,193,016 | 506,752 | 1,262,914 |
Item 9: Re-appointment of Kira Radinsky as a Non-Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 406,071,115 | 8,169,967 | 1,721,600 |
Item 10: Re-appointment of Charles Ryan as a Non-Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 400,250,516 | 14,441,674 | 1,270,492 |
Item 11: Appointment of Matthew Weigand as a Non-Executive Director
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 414,184,894 | 505,075 | 1,272,713 |
Item 12: Amendment of Articles of Association of the Company, and authorization of Boaz Tal, General Counsel to the Company, and each lawyer and (candidate) civil-law notary of Warendorf, acting individually, to sign a notarial Deed of Amendment of the Articles of Association.
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 393,075,038 | 20,736,135 | 2,151,509 |
Item 13: Amendment of General Guidelines for Compensation of the Board of Directors
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 399,116,799 | 14,708,428 | 2,137,455 |
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Item 14: Appointment of Auditors
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 415,724,883 | 56,308 | 181,491 |
Item 15: Designation of the Board of Directors as the competent body to issue from time to time Class A Shares up to an additional 20% of the issued share capital (excluding Class C Shares) of the Company for a period of five years from the AGM Date
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 399,060,809 | 14,801,824 | 2,100,049 |
Item 16: Designation of 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 AGM Date
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 393,002,569 | 20,744,607 | 2,215,506 |
Item 17: Authorization of the Board of Directors for a period of 18 months to repurchase shares in the capital of the Company up to 20% of the issued share capital from time to time, in the case of Class A shares, against a purchase price equal to the market price on the Nasdaq Global Select Market of the Class A shares at the time of repurchase
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 401,299,780 | 14,483,756 | 179,146 |
Item 18: Cancellation of 40,000,000 Class A shares of the Company held in treasury
| Number of Votes For | Number of Votes Against | Number of Votes Abstained | ||
| 415,705,815 | 56,557 | 200,310 |
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For further information, please visit https://group.nebius.com/governance/for-shareholders or contact:
Nebius Group N.V.
Investor Relations
askIR@nebius.com
Media Relations
media@nebius.com
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