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 25, 2017

 

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 25, 2017, announcing the results of the matters submitted for a vote of the shareholders of Yandex N.V. (the “ Company “) at the Company’s 2017 Annual General Meeting of Shareholders held on May 25, 2017.

 

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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 25, 2017

By:

/s/ Greg Abovsky

 

 

Greg Abovsky

 

 

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

99.1

 

Press release dated May 25, 2017, announcing results of 2017 annual general meeting of shareholders

 

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Exhibit 99.1

 

 

YANDEX ANNOUNCES RESULTS OF

2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

MOSCOW and AMSTERDAM, Netherlands — May 25, 2017 — 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 2017 Annual General Meeting of Shareholders (“AGM”), held on Thursday, May 25, 2017, have been passed.

 

Yandex also announced several reappointments to its Board of Directors. Herman Gref was reappointed as a non-executive member of the Board of Directors for a three-year term and Arkady Volozh was re-appointed as an executive member of the Board of Directors for a three-year term.

 

The total number of Class A shares eligible to vote at the AGM was 279,264,982, with a total of 279,264,982 voting rights; the total number of Class B shares was 44,858,734, with a total of 448,587,340 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 2016 statutory accounts

 

The below are the results regarding the proposal to approve the 2016 statutory accounts of Yandex:

 

Number of Votes For

 

Number of Votes
Against

 

Number of Votes
Abstained

548,889,285

 

214,118

 

14,522,579

 

Proposal Two — Addition of 2016 profits to retained earnings

 

The below are the results regarding the proposal to add the 2016 profits of Yandex to retained earnings:

 

Number of Votes For

  

Number of Votes 
Against 

  

Number of Votes 
Abstained 

549,152,209

 

32,135

 

14,451,638

 

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 

549,023,400

 

79,433

 

14,533,149

 

Proposal Four — Re-appointment of Herman Gref

 

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

Herman Gref

 

547,787,958

 

15,539,147

 

308,877

 

Proposal Five — Re-appointment of Arkady Volozh

 

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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 

Arkady Volozh

 

562,886,972

 

437,325

 

311,685

 

Proposal Six — Cancellation of shares

 

The below are the results regarding the proposal to cancel Yandex’s 739,235 outstanding Class C shares:

 

Number of Votes For

  

Number of Votes 
Against 

  

Number of Votes 
Abstained 

563,469,033

 

29,367

 

137,582

 

Proposal Seven — Appointment of Auditor

 

The below are the results regarding the proposal to ratify the selection by the Audit Committee of the appointment of JSC KPMG, an independent registered public accounting firm and the Russian affiliate of KPMG International, as auditors of the Company’s consolidated financial statements for the 2017 financial year (to be prepared under U.S. GAAP), and KPMG Accountants N.V., its Dutch affiliate, as external auditors of the Company’s statutory annual accounts for the 2017 financial year (to be prepared under IFRS):

 

Number of Votes For

  

Number of Votes 
Against 

  

Number of Votes 
Abstained 

563,261,769

 

302,361

 

71,852

 

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 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 

415,601,704

 

130,351,717

 

17,682,561

 

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 

415,674,246

 

130,279,814

 

17,681,922

 

The below are the results regarding the proposal to authorize the Board of Directors for a period of 18 months 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 

514,877,375

 

48,683,334

 

75,273

 

###

 

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

 

Yandex N.V.

Investor Relations

Katya Zhukova

Phone: +7 495 974-35-38

 

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E-mail: askIR@yandex-team.ru

 

Media Relations

Ochir Mandzhikov, Ksenia Korneeva

Phone: +7 495 739-70-00

E-mail: pr@yandex-team.ru

 

About Yandex N.V.

 

Yandex (NASDAQ:YNDX) is a technology company 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 market-leading on-demand transportation services, navigation products, and other mobile applications for millions of consumers across the globe. Yandex, which has 17 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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