SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
April 27, 2012
Laan Copes van Cattenburch 52
The Hague, the Netherlands, 2585 GB. Tel: +31-70-3454700
(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 ý 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
Furnished as Exhibits to this Report on Form 6-K are: Notice of Annual General Meeting of Shareholders of Yandex N.V. dated April 27, 2012, announcing the Company's annual meeting of shareholders to be held on May 15, 2012 (the "AGM"); and Agenda and Explanatory Notes for the AGM.
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: April 27, 2012
/s/ ALEXANDER SHULGIN
Chief Financial Officer
|99.1||Notice of Annual General Meeting of Shareholders of Yandex N.V. dated April 27, 2012|
Agenda and Explanatory Notes
||Laan Copes van Cattenburch 52
The Netherlands, 2585 GB
|Shareholders of Yandex N.V.|
|Board of Directors|
|April 27, 2012
Notice of Annual General Meeting of Shareholders of Yandex N.V.
We hereby inform you that Yandex N.V. (the "Company") will hold its Annual General Meeting of Shareholders ("AGM") on Tuesday, May 15, 2012, beginning at 10.00 local time at the Grand Hotel Amrath Amsterdam, Prins Hendrikkade 108, 1011 AK Amsterdam, The Netherlands.
Enclosed with this notice you will find the Agenda for the AGM, together with explanatory notes, as well as a Power of Attorney / Proxy to authorize company representatives to vote your shares at the AGM.
The following agenda items are scheduled for the AGM:
Copies of materials related to the AGM, including this Notice of Meeting, the Agenda and Explanatory Notes, and a copy of our Annual Report on Form 20-F, are available on our website at http://company.yandex.com/investor_relations and at the Company's offices (Laan Copes van Cattenburch 52, The Hague, the Netherlands 2585 GB). Copies can also be obtained from Investor Relations, tel +7 495 739-7000 or by email: firstname.lastname@example.org. The deed of amendment of the Articles of Association and the Company's audited statutory accounts, which are prepared in accordance with IFRS solely to comply with Dutch law, are available for inspection by shareholders at the Company's offices at the above address; copies may be requested from Investor Relations.
On April 17, 2012 the total number of Class A Shares outstanding was 172,380,227, with a total of 172,380,227 voting rights; and the total number of Class B Shares was 153,413,848, with a total of 1,534,138,480 voting rights. Each Class A share carries one vote; each Class B shares carries ten votes. The Class A Shares and Class B Shares will vote together as a single class on all matters at the AGM.
The persons who will be considered as entitled to vote and/or attend the AGM are those persons who on April 17, 2012, after processing of all settlements as of this date (the "Record Date"), have these rights and are registered as such in a register designated by the Board. The designated register for the Class A Shares is maintained by the Company's transfer agent and registrar, Computershare Trust Company N.A. The designated register for the Class B Shares is maintained by the Company.
If you would like to attend the AGM and your Class A shares are held by a broker, bank or other nominee, you must bring to the AGM a letter from the nominee confirming your beneficial ownership of such shares. In order to vote your shares at the AGM, you must obtain from the nominee a proxy issued in your name. You must also bring a form of personal identification.
Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the AGM, we hope you will take the time to vote your shares. If you are a shareholder of record, you may vote your Class A shares over the Internet, by telephone or by completing and mailing the enclosed Power of Attorney / Proxy card in the envelope provided. If your shares are held in "street name", meaning they are held for your account by a broker or other nominee, you will receive instructions from the broker that you must follow for your shares to be voted.
Many brokers are subject to New York Stock Exchange ("NYSE") rules. The NYSE rules direct that, if you are the beneficial owner of shares held in "street name" by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instruction. If you do not give instructions to the broker, the broker will be entitled to vote the shares with respect to "discretionary" items but will not be permitted to vote the shares with respect to "non-discretionary" items (those shares are treated as "broker non-votes"). The election of directors is not considered a discretionary item. This means that brokers who have not been furnished voting instructions from their clients will not be authorized to vote in their discretion for the election of directors. We urge you to provide voting instructions to your broker so that your votes may be counted.
Proposal 7 (amendment of Articles of Association) requires the affirmative vote of the holders of two-thirds of the votes cast on the matter. All other matters require the affirmative vote of the holders of an absolute majority of the votes cast. However, if less than 50% of the issued share capital is present or represented by proxy at the AGM, proposals 6 (cancellation of C shares) and 11 (exclusion of pre-emptive rights) will also require the affirmative vote of the holders of two-thirds of the votes cast on the matter. Under our Articles of Association, blank or invalid votes count towards establishing a quorum, but do not count for voting purposes.
The Hague, April 27, 2012
|The Board of Directors|
|Date:||May 15, 2012 at 10.00 A.M. local time|
Grand Hotel Amrath Amsterdam
Prins Hendrikkade 108, 1011 AK Amsterdam, The Netherlands
Approval of 2011 statutory accounts; addition of 2011 profits to retained earnings; discharge of directors
Re-appointment of directors
Cancellation of shares
Amendment of Articles of Association
Amendment of Equity Incentive Plan; general authorization of the Board of Directors
Appointment of Auditor
General designations and authorizations of the Board of Directors
* * *
Explanatory Notes to the Agenda
The Chief Executive Officer will look back on 2011, including the Group's financial performance, and will look ahead, explaining the strategy and plans of Yandex for 2012.
2-4. Approval of 2011 Annual Statutory Accounts of Yandex N.V.; addition of 2011 profits of the Company to retained earnings; discharge of the directors for their management during the past financial year
These agenda items include proposals to adopt the 2011 Statutory Accounts and to add the profits of the Company realized in the 2011 financial year to the retained earnings of the Company, as well as to discharge the members of the Board of Directors, in accordance with Dutch law, for the performance of their duties in 2011. Such discharge only covers matters that are known to the Company at the 2012 AGM when the resolution to discharge is adopted. Copies of the 2011 Statutory Accounts are available for inspection by shareholders at the registered office of the Company, and can also be obtained from Investor Relations, tel +7 495 739-7000 or by email: email@example.com.
5. Re-appointment of John Boynton and Esther Dyson as non-executive members of the Board of Directors
The nominees are as follows:
i. John Boynton
It is proposed to re-appoint Mr. Boynton as a non-executive member of the Board of Directors of the Company for a three-year term with effect from May 15, 2012 and running until the annual general meeting to be held in 2015.
Mr. Boynton has been a non-executive director since 2000. Mr. Boynton is the president of Firehouse Capital Inc., a privately held investment company with investments in a variety of early stage companies. He also serves on the boards of several non-profit organizations. Mr. Boynton served as a founder and managing director of Wilson Alan LLC from 2001 through 2006, as vice president of corporate strategy and development at Forrester Research from 1997 to 2001, as a strategy consultant with Mercer Management Consulting from 1995 to 1997, and as co-founder and president of CompTek International from 1990 to 1995. Mr. Boynton graduated from Harvard College.
ii. Esther Dyson
It is proposed to re-appoint Ms. Dyson as a non-executive member of the Board of Directors of the Company for a three year term with effect from May 15, 2012 and running until the annual general meeting to be held in 2015.
Ms. Dyson has been a non-executive director since 2006. Ms. Dyson is an active investor and board member in a variety of IT, health care and aerospace start-ups, and also sits on the board of WPP Group, a global communications company. She started her career as a fact-checker for Forbes Magazine, and then spent five years as a security analyst on Wall Street. At New Court Securities, Ms. Dyson comprised the sell-side research department, and worked on the initial public offering of Federal Express, among others. At Oppenheimer & Co., she followed the nascent software and personal computer markets. From 1982 to 2004, as the owner of EDventure Holdings, she edited the newsletter Release 1.0 and ran the annual PC Forum conference. She sold EDventure to CNET in 2004, and reclaimed the name when she left CNET at the beginning of 2007. Her Russian interests have included advisory board seats with both IBS Group and SUP/Live Journal, and investments in the technology companies TerraLink, Epam and UCMS. In the U.S., she is on the boards of 23andMe, Meetup, Eventful and others. She was an early investor in Flickr and del.icio.us (sold to Yahoo!), Medstory and Powerset (sold to Microsoft), Brightmail
(sold to Symantec), and Postini (sold to Google), among others. She is the author of "Release 2.0: A design for living in the digital age" (1997), which has been translated into 18 languages. She has a B.A. in economics from Harvard University.
The Board of Directors is pleased that Ms. Dyson and Mr. Boynton are available to continue to serve as members of the Board of Directors.
6. Cancellation of outstanding Class C shares
The Company has issued Class C shares from time to time solely for technical purposes, to facilitate the conversion of its Class B shares into Class A shares. The Company's Class C shares were held by a Conversion Foundation managed by members of the Board of Directors, have been transferred for no consideration to the Company for the purpose of cancellation, and will be cancelled following the AGM.
7. Amendment to the Company's Articles of Association to reduce the number of authorized shares
The Company will propose an amendment to its Articles of Association to reduce the number of authorized shares by (1) 114,269,582 Class B shares that have been converted into Class A shares, and (2) 116,568,723 Class C shares (together representing approximately €22 million in authorized share capital). A copy of the deed of amendment of the Articles of Association is available for inspection by shareholders at the Company's registered offices, and can also be obtained on our website, http://company.yandex.com/investor_relations, or from Investor Relations, tel +7 495 739-7000 or by email: firstname.lastname@example.org.
8. Amendment to the Company's Equity Incentive Plan
An Equity Incentive Plan was adopted by the Shareholders in 2007, and has since been amended from time to time. The Board of Directors will present at the AGM for approval, adoption and ratification a Third Amendment and Restatement of the 2007 Equity Incentive Plan. The plan as previously approved by the shareholders authorizes the Company to grant equity awards in the form of share options. The proposed changes to the plan will also authorize the Company to grant equity awards in the form of share appreciation rights, restricted shares, restricted share units and incentive stock options. The Board of Directors believes that the ability to grant such additional forms of equity awards will enable the Company to more flexibly provide appropriate incentives to its employees, officers, advisors, consultants and directors, particularly in light of the differing tax regimes applicable to such persons in different jursdictions. No increase in the aggregate number of shares reserved for issuance under the plan is being proposed. A copy of the amended and restated plan is available for inspection by shareholders at the Company's registered offices, and can also be obtained on our website, http://company.yandex.com/investor_relations, or from Investor Relations, tel +7 495 739-7000 or by email: email@example.com.
9. Appointment of the external auditor of the Company
In accordance with Dutch law, the external auditor of the Company is appointed at the AGM. The Audit Committee has advised the Board of Directors to propose at the AGM the re-appointment of ZAO Deloitte & Touche CIS as auditors of the Company's consolidated financial statements for the 2012 financial year and its Dutch affiliate as external auditors of the Company's statutory annual accounts for the 2012 financial year.
10-12. General authorization of the Board of Directors to (i) issue ordinary shares and preference shares; (ii) exclude pre-emptive rights; and (iii) acquire shares in the Company
The proposals to authorize the Board of Directors (i) to issue ordinary shares and preference shares, in an amount up to the authorized share capital from time to time of the Company, and (ii) to exclude the pre-emptive rights of shareholders in respect of such issuances are intended to give the Board of Directors flexibility in financing the Company in the most efficient manner. In addition,
enabling the Board of Directors to authorize the issue of a class of preference shares in such a manner as to dilute the interest of any potential acquirer is intended to make a takeover of the Company more difficult or less attractive. Furthermore, such authorizations give the Board of Directors flexibility in the context of acquisitions and mergers.
The proposal to authorize the Board of Directors to repurchase shares in the capital of the Company, up to a maximum of 20% of the issued share capital from time to time, in the case of Class A shares, for a purchase price that is (i) no greater than the higher of (a) the highest independent bid or (b) the last independent transaction price, in each case, at the time the purchase is effected (in the case of an open market stock repurchase); or (ii) fixed by the Company based on market conditions in accordance with SEC rules (in the case of a tender offer), is intended to, among other things, enable the Company to flexibly manage its capital structure in light of market conditions and the Company's financial position.
Adoption of these proposals at the AGM replaces the current authorizations of the Board of Directors in respect of these matters, which were granted at the Annual General Meeting of Shareholders on April 29, 2011.
13. Confirmation that the general meeting of shareholders will not designate others
This proposal asks that the shareholders confirm that they will not make use of their authority to designate any other persons to represent the Company in the case of conflicts of interest in connection with the entering into, execution and performance of any documents and transactions contemplated by the resolutions above. This is a standard confirmation requested under Dutch law.