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 22, 2013

 

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 22, 2013, announcing the results of the matters submitted for a vote of the shareholders of Yandex N.V. (the “Company”) at the Company’s 2013 Annual General Meeting of Shareholders held on May 21, 2013.

 

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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 22, 2013

 

By:

/S/ ALEXANDER SHULGIN

 

 

 

Alexander Shulgin

 

 

 

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

99.1

 

Press release dated May 22, 2013, announcing results of 2013 annual general meeting of shareholders

 

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Exhibit 99.1

 

 

YANDEX ANNOUNCES RESULTS OF

2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

Moscow and The Hague – May 22, 2013 – 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 2013 Annual General Meeting of Shareholders (“AGM”), held on Tuesday, May 21, 2013 have been passed.

 

The total number of Class A shares eligible to vote at the AGM was 232,984,035, with a total of 231,524,035 voting rights; the total number of Class B shares was 96,034,266, with a total of 959,885,700 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.

 

Proposal One Approval of 2012 statutory accounts

 

Regarding the proposal to approve the 2012 statutory accounts of Yandex, 1,049,458,552 votes cast in favor, 17,971 votes cast against, and 638,021 votes abstained.

 

Proposal Two Addition of 2012 profits to retained earnings

 

Regarding the proposal to add the 2012 profits of Yandex to retained earnings, 1,050,079,028 votes cast in favor, 22,338 votes cast against, and 13,178 votes abstained.

 

Proposal Three Discharge of directors

 

Regarding the proposal to grant discharge to the directors for their management during the past financial year, 1,049,275,770 votes cast in favor, 379,713 votes cast against, and 459,061 votes abstained.

 

Proposal Four Appointment of new director

 

The following Director was appointed to serve for a one year term:

 

Director

 

Number of Shares For

 

Number of Shares
Against

 

Number of Shares
Abstained

 

Rogier Rijnja

 

1,047,149,601

 

2,942,319

 

22,624

 

 

Proposals Five, Six and Seven Re-appointment of directors

 

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

 

Director

 

Number of Shares For

 

Number of Shares
Against

 

Number of Shares
Abstained

 

Ilya Segalovich

 

1,043,919,163

 

3,893,212

 

2,302,169

 

Charles Ryan

 

1,044,314,129

 

3,492,815

 

2,307,600

 

Alexander Voloshin

 

1,043,785,650

 

4,022,404

 

2,306,490

 

 



 

Proposal Eight Cancellation of shares

 

Regarding the proposal to cancel Yandex’s outstanding Class C shares, 1,049,581,086 votes cast in favor, 215,428 votes cast against, and 318,030 votes abstained.

 

Proposal Nine Amendment of Articles of Association

 

Regarding the proposal to amend Yandex’s Articles of Association to confirm them to recent changes in Dutch law, 1,036,360,306 votes cast in favor, 8,097,163 votes cast against, and 5,657,075 votes abstained.

 

Proposal Ten 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, 2013, 1,048,858,027 votes cast in favor, 1,273,143 votes cast against, and 15,988 votes abstained.

 

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

 

Regarding the proposal to authorize the Board to issue ordinary shares and preference shares, 953,888,305 votes cast in favor, 96,207,305 votes cast against, and 18,934 votes abstained.

 

Regarding the proposal to authorize the Board to exclude pre-emptive rights, 945,288,897 votes cast in favor, 104,798,805 votes cast against, and 26,842 votes abstained.

 

Regarding the proposal to authorize the Board to acquire shares in Yandex, 992,607,894 votes cast in favor, 54,645,819 votes cast against, and 2,860,831 votes abstained.

 

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

 

Yandex N.V.

Investor Relations

Greg Abovsky, Katya Zhukova

Phone: +7 495 974-35-38

E-mail: askIR@yandex-team.ru

 

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 one of the largest European internet companies, providing the world with search and online services one market at a time. Yandex’s mission is to help users solve their everyday problems by building people-centric products and services. Based on innovative technologies, the company provides the most relevant, locally tailored experience on all digital platforms and devices. Yandex is the leading search service in Russia and also serves Turkey, Ukraine, Belarus and Kazakhstan. More information on Yandex can be found at http://company.yandex.com.

 

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