Nebius Group N.V 6-K, filed Dec 22, 2022
Nebius Group N.V. (NBIS)
About this 6-K
Nebius Group N.V filed this 6-K on December 22, 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
December 22, 2022
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 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): 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)(7): o
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. | |
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Date: December 22, 2022 | By: | /S/ SVETLANA DEMYASHKEVICH |
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| Svetlana Demyashkevich |
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| Chief Financial Officer |
INDEX TO EXHIBITS
99.1 |
| Press release announcing results of the 2022 Annual General Meeting of Shareholders, dated December 22, 2022. |
YANDEX ANNOUNCES RESULTS OF
2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS
MOSCOW and AMSTERDAM, Netherlands — December 22, 2022 — Yandex N.V. (NASDAQ: YNDX), the Dutch parent company of the Yandex Group, today announced that all resolutions proposed at Yandex’s 2022 Annual General Meeting of Shareholders (the “AGM”) have been approved.
Yandex also announced three re-appointments to its Board of Directors. Each of Rogier Rijnja, Charles Ryan and Alexander Voloshin were re-appointed as non-executive members of the Board of Directors, each for a four-year term.
The total number of Class A shares eligible to vote at the AGM was 325,877,318, with a total of 325,877,318 voting rights; the total number of Class B shares 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 requiring a vote at the AGM.
Yandex’s 2022 Annual General Meeting of Shareholders
Discussion Item One — Review of the 2021 statutory accounts
The agenda item to review the 2021 statutory accounts of Yandex did not require voting at the AGM.
Proposal Two — Discharge of directors
The below are the results regarding the proposal to grant discharge to the directors for their management during the 2021 financial year:
| Number of Votes For |
| Number of Votes |
| Number of Votes |
|
| 476,673,236 |
| 154,588 |
| 5,128,749 |
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Proposal Three — Re-appointment of Rogier Rijnja
The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:
| Number of Votes For |
| Number of Votes |
| Number of Votes |
| |
Rogier Rijnja |
| 460,196,975 |
| 19,413,801 |
| 2,345,797 |
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Proposal Four – Re-appointment of Charles Ryan
The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:
Director |
| Number of Votes For |
| Number of Votes |
| Number of Votes |
|
Charles Ryan |
| 478,606,084 |
| 2,522,835 |
| 827,654 |
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Proposal Five – Re-appointment of Alexander Voloshin
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The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:
Director |
| Number of Votes For |
| Number of Votes |
| Number of Votes |
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Alexander Voloshin |
| 398,144,207 |
| 66,876,889 |
| 16,935,477 |
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Proposal Six – Cancellation of Class C Shares
The below are the results regarding the proposal to cancel 10,000 outstanding Class C Shares:
| Number of Votes For |
| Number of Votes |
| Number of Votes |
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| 480,679,108 |
| 89,879 |
| 1,187,586 |
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Proposal Seven – Appointment of Auditor
The below are the results regarding the proposal to appoint “Technologies of Trust – Audit” JSC, an independent registered public accounting firm, as an auditor of the Company’s consolidated financial statements for the 2022 financial year (to be prepared under US GAAP):
| Number of Votes For |
| Number of Votes |
| Number of Votes |
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| 480,782,267 |
| 87,716 |
| 1,086,590 |
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Proposals Eight, Nine and Ten — General designations and authorizations of the Board of Directors
The below are the results regarding the proposal to authorize the Board of Directors to issue 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 date of the AGM:
| Number of Votes For |
| Number of Votes |
| Number of Votes |
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| 444,753,091 |
| 36,389,963 |
| 813,519 |
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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 |
| Number of Votes |
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| 446,001,199 |
| 35,135,310 |
| 820,064 |
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The below are the results regarding the proposal to authorize 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 the repurchase:
| Number of Votes For |
| Number of Votes |
| Number of Votes |
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| 453,280,537 |
| 28,662,176 |
| 13,860 |
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For further information, please visit http://company.yandex.com or contact:
Yandex N.V.
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Investor Relations
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
About Yandex N.V.
Yandex (NASDAQ:YNDX) is a technology company registered in the Netherlands 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 leading on-demand transportation services, navigation products, and other mobile applications for millions of consumers across the globe. Yandex, which has 34 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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