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 31, 2016

 

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

 

 

 



 

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated May 31, 2016, announcing the results of the matters submitted for a vote of the shareholders of Yandex N.V. (the “ Company ”) at the Company’s 2016 Annual General Meeting of Shareholders held on May 27, 2016.

 

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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 31, 2016

By:

/S/ GREG ABOVSKY

 

 

Greg Abovsky

 

 

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

99.1     Press release dated May 31, 2016, announcing results of 2016 annual general meeting of shareholders

 

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Exhibit 99.1

 

GRAPHIC

 

YANDEX ANNOUNCES RESULTS OF

2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

MOSCOW and AMSTERDAM, Netherlands — May 31, 2016 — Yandex N.V. (NASDAQ: YNDX), one of Europe’s largest internet companies and the leading search provider in Russia, today announced that all resolutions proposed at Yandex’s 2016 Annual General Meeting of Shareholders (“AGM”), held on Friday, May 27, 2016, have been passed.

 

Yandex also announced several changes to its Board of Directors. John Boynton, previously interim chairman, has been elected chairman of the Board of Directors. Esther Dyson was appointed to the Compensation Committee and has resigned from the Audit Committee. Elena Ivashentseva was appointed to the Audit Committee and has resigned from the Compensation Committee.

 

The total number of Class A shares eligible to vote at the AGM was 279,116,544, with a total of 279,116,544 voting rights; the total number of Class B shares was 45,597,969, with a total of 455,979,690 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 2015 statutory accounts

 

The below are the results regarding the proposal to approve the 2015 statutory accounts of Yandex:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

592,630,456

 

25,767

 

77,924

 

 

Proposal Two — Addition of 2015 profits to retained earnings

 

The below are the results regarding the proposal to add the 2015 profits of Yandex to retained earnings:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

592,692,741

 

31,657

 

9,749

 

 

Proposal Three — Discharge of directors

 

The below are the results regarding the proposal to grant discharge to the directors for their management during the past financial year:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

592,289,362

 

75,326

 

369,459

 

 

Proposal Four — Re-appointment of Rogier Rijnja

 

The following Director was re-appointed to serve as a member of the Board of Directors for a three-year term:

 

Director

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

Rogier Rijnja

 

592,286,760

 

429,976

 

17,411

 

 

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Proposal Five — Re-appointment of Charles Ryan

 

The following Director was re-appointed to serve as a member of the Board of Directors for a three-year term:

 

Director

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

Charles Ryan

 

592,392,521

 

325,465

 

16,161

 

 

Proposal Six — Re-appointment of Alexander Voloshin

 

The following Director was re-appointed to serve as a member of the Board of Directors for a three-year term:

 

Director

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

Alexander Voloshin

 

592,470,271

 

248,917

 

14,959

 

 

Proposal Seven — Cancellation of shares

 

The below are the results regarding the proposal to cancel Yandex’s 14,297,636 outstanding Class C shares:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

592,674,617

 

35,345

 

24,185

 

 

Proposal Eight — Amendment of Articles of Association

 

The below are the results regarding the proposal to amend Yandex’s Articles of Association to reduce the number of authorized shares and to authorize certain individuals to execute the notarial deed of amendment of the Articles of Association on behalf of Yandex N.V.:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

592,672,851

 

37,986

 

23,310

 

 

Proposal Nine — Appointment of Auditor

 

The below are the results regarding the proposal to ratify the selection by the Audit Committee of ZAO Deloitte & Touche CIS as auditors of Yandex’s consolidated financial statements for the 2016 financial year and as external auditors of Yandex’s statutory annual accounts for the 2016 financial year:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

591,813,348

 

912,493

 

8,306

 

 

Proposal Ten— Approval of 2016 Equity Incentive Plan; general authorization of the Board of Directors

 

The below are the results regarding the proposal to approve, adopt and ratify Yandex’s 2016 Equity Incentive Plan and to authorize the Board of Directors to grant equity awards and issue ordinary shares under the Plan, to exclude the pre-emptive right of subscription for any equity awards to be granted and ordinary shares to be issued under the Plan and to do anything which may be required in connection therewith:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

482,127,185

 

109,677,927

 

929,035

 

 

Proposal Eleven — Approval of pledge of Class A shares in favor of Yandex in connection with the “Red Rose” Transaction

 

The below are the results regarding the proposal to approve the pledge in favor of Yandex by Kransaya Roza 1875 Limited of certain Class A shares to be held by it in connection with the acquisition by the Company of certain buldings in the complex in Moscow, Russia, where Yandex’s headquarters are located:

 

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Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

556,537,519

 

9,094,361

 

27,102,267

 

 

Proposal Twelve— Amendment of General Guidelines for Compensation of the Board of Directors

 

The below are the results regarding the proposal to amend the General Guidelines for Compensation of the Board of Directors:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

499,095,644

 

92,505,090

 

1,133,413

 

 

Proposals Thirteen, Fourteen and Fifteen — 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 ordinary shares and preference shares up to the respective authorized share capital of the Company for a period of five years from the date of the AGM:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

431,715,661

 

160,091,496

 

926,990

 

 

The below are the results regarding the proposal to authorize the Board of Directors to exclude pre-emptive rights of the existing shareholders in respect of the issue of ordinary shares and preference shares for a period of five years from the date of the AGM:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

432,036,884

 

159,701,783

 

995,480

 

 

The below are the results regarding the proposal to authorize the Board of Directors to repurchase shares in Yandex up to a maximum of 20% of the issued share capital from time to time:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

 

523,920,979

 

68,612,368

 

200,800

 

 

###

 

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

 

Yandex N.V.

Investor Relations

Katya Zhukova

Phone: +7 495 974-35-38

E-mail: askIR@yandex-team.ru

 

Media Relations

Ochir Mandzhikov, Asya Melkumova

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 a wide variety of search and other online services. 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

 

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Russia and also serves Ukraine, Belarus, Kazakhstan and Turkey. More information on Yandex can be found at http://company.yandex.com.

 

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