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

 

May 16, 2012

 

YANDEX N.V.

 

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 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

 

 

 



 

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated May 16, 2012, announcing the results of the matters submitted for a vote of the shareholders of Yandex N.V. (the “Company”) at the Company’s 2012 Annual General Meeting of Shareholders held on May 15, 2012 and the appointment of a new Chief Accounting Officer of the Company.

 

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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: May 16, 2012

By:

/S/ ALEXANDER SHULGIN

 

 

Alexander Shulgin

 

 

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

99.1

 

Press release dated May 16, 2012, announcing results of 2012 annual general meeting of shareholders and the appointment of a new Chief Accounting Officer of the Company

 

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Exhibit 99.1

 

 

YANDEX ANNOUNCES RESULTS OF

2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

Moscow and The Hague — May 16, 2012 — Yandex N.V. (NASDAQ: YNDX), the leading internet company in Russia operating the country’s most popular search engine and most visited website, announces that all resolutions proposed at Yandex’s 2012 Annual General Meeting of Shareholders (“AGM”), held on Tuesday, May 15, have been passed.

 

2012 AGM

 

The total number of Class A shares eligible to vote at the AGM was 172,380,227, with a total of 172,380,227 voting rights; 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 share carries ten votes. In addition, Yandex’s priority share carries 100 votes. The Class A shares, Class B shares and priority share voted together as a single class on all matters at the AGM.

 

Proposal One — Approval of 2011 statutory accounts

 

Regarding the proposal to approve the 2011 statutory accounts of Yandex, 1,414,504,362 votes cast in favor, 6,526 votes cast against, and 324,036 votes abstained.

 

Proposal Two — Addition of 2011 profits to retained earnings

 

Regarding the proposal to add the 2011 profits of Yandex to retained earnings, 1,414,504,463 votes cast in favor, 6,919 votes cast against, and 323,542 votes abstained.

 

Proposal Three — Discharge of directors

 

Regarding the proposal to discharge the directors for their management during the past financial year, 1,413,250,996 votes cast in favor, 113,316 votes cast against, and 470,612 votes abstained.

 

Proposals Four and Five — Re-appointment of directors

 

The following two Directors were re-appointed to serve until their respective successors are duly elected and qualified:

 

Director

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Withheld

 

John Boynton

 

1,414,380,419

 

131,146

 

323,359

 

Esther Dyson

 

1,414,465,363

 

48,602

 

320,959

 

 

Proposal Six — Cancellation of shares

 

Regarding the proposal to cancel Yandex’s outstanding Class C shares, 1,414,504,160 votes cast in favor, 6,819 votes cast against, and 323,945 votes abstained.

 



 

Proposal Seven — Amendment of Articles of Association

 

Regarding the proposal to amend Yandex’s Articles of Association to reduce the number of authorized shares, 1,414,497,529 votes cast in favor, 8,531 votes cast against, and 328,864 votes abstained.

 

Proposal Eight — Amendment of Equity Incentive Plan

 

Regarding the proposal to amend Yandex’s Equity Incentive Plan, 1,376,719,774 votes cast in favor, 37,773,134 votes cast against, and 342,016 votes abstained.

 

Proposal Nine — Appointment of Auditor

 

Regarding the proposal to ratify the selection by the Audit Committee of ZAO Deloitte & Touche CIS as Yandex’s independent registered public accounting firm for the year ending December 31, 2012, 1,414,388,177 votes cast in favor, 126,015 votes cast against, and 320,732 votes abstained.

 

Proposals Ten, Eleven and Twelve — General designations and authorizations of the Board of Directors

 

Regarding the proposal to authorize the Board to issue ordinary shares and preference shares, 1,359,512,690 votes cast in favor, 54,994,415 votes cast against, and 327,819 votes abstained.

 

Regarding the proposal to authorize the Board to exclude pre-emptive rights, 1,353,779,928 votes cast in favor, 60,707,626 votes cast against, and 347,370 votes abstained.

 

Regarding the proposal to authorize the Board to acquire shares in Yandex, 1,403,840,840 votes cast in favor, 10,554,857 votes cast against, and 439,227 votes abstained.

 

Proposal Thirteen — Other business

 

Regarding the proposal confirming that the general meeting of shareholders will not designate any other person to represent Yandex in the case of conflicts of interest in connection with the resolutions described above, 1,408,291,482 votes cast in favor, 6,221,209 votes cast against, and 322,233 votes abstained.

 

Officer Appointment

 

Yandex is also pleased to announce the appointment of Artem Savinovsky as Chief Accounting Officer.  Artem previously served as Head of Financial Reporting.  Artem replaces John Dowdy, who has been appointed VP Finance for Yandex’s international operations.

 

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For further information, please visit http://company.yandex.com or contact:

 

Yandex N.V.

Investor Relations

Dmitry Barsukov, Katya Zhukova

Phone: +7 495 739-70-00

E-mail: askIR@yandex-team.ru

 

US Investor Contact

The Blueshirt Group, for Yandex

Alex Wellins

Phone: +1 415 217-58-61

E-mail: alex@blueshirtgroup.com

 

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Media Relations

Ochir Mandzhikov, Dina Litvinova

Phone: +7 495 739-70-00

E-mail: pr@yandex-team.ru

 

About Yandex N.V.

 

Yandex (NASDAQ: YNDX) is the leading internet company in Russia, operating the country’s most popular search engine and most visited website. Yandex also operates in Ukraine, Kazakhstan, Belarus and Turkey. Yandex’s mission is to answer any question internet users may have.

 

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