yndx_Current_Folio_6K

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

   

June 29, 2018

   

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 ☒    Form 40-F 

   

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): 

   

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): 

   

   

   

 


 

   

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated June 28, 2018, announcing the results of the matters submitted for a vote of the shareholders of Yandex N.V. (the “Company ”) at the Company’s 2018 Annual General Meeting of Shareholders held on June 28, 2018.

   

 

 


 

   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: June 29, 2018

By:

/s/ Greg Abovsky

   

   

Greg Abovsky

   

   

Chief Financial Officer and Chief Operating Officer

 

   

 

 


 

  INDEX TO EXHIBITS

   

99.1

   

Press release dated June 28, 2018, announcing results of 2018 annual general meeting of shareholders

   

   

 


yndx_Ex99_1

Exhibit 99.1

0001104659-14-041524_G133461MMI001.JPG

   

YANDEX ANNOUNCES RESULTS OF

2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS

   

MOSCOW and AMSTERDAM, Netherlands — June 28, 2018 — Yandex N.V. (NASDAQ: YNDX), a technology company that builds intelligent products and services powered by machine learning, today announced that all resolutions proposed at Yandex’s 2018 Annual General Meeting of Shareholders (“AGM”), held on Thursday, June 28, 2018, have been approved.

 

Yandex also announced two reappointments and a new appointment to its Board of Directors. John Boynton and Esther Dyson were reappointed as non-executive members of the Board of Directors for a three-year term, and Ilya A. Strebulaev was appointed as a non-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 290,415,195, with a total of 290,415,195 voting rights; the total number of Class B shares was 37,878,658, with a total of 378,786,580 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 the extension of the term for the preparation of the 2017 statutory accounts

 

The below are the results regarding the proposal to approve the extension of the term for the preparation of the 2017 statutory accounts:

 

   

Number of Votes For

   

Number of Votes
Against

   

Number of Votes
Abstained

   

   

 561,728,833

   

32,369

   

23,069

   

 

Proposal Two — Approval of 2017 statutory accounts

 

The below are the results regarding the proposal to approve the 2017 statutory accounts of Yandex:

 

   

Number of Votes For

   

Number of Votes
Against

   

Number of Votes
Abstained

   

   

561,580,292

   

 109,165

   

94,814

   

   

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

   

   

559,001,880

   

281,346

   

2,501,045

   

 

   

Proposal Four — Re-appointment of John Boynton

   

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

1

 


 

   

Director

   

Number of Votes For

   

Number of Votes
Against

   

Number of Votes
Abstained

   

John Boynton

   

477,311,108

   

83,104,748

   

1,368,415

   

   

Proposal Five – Re-appointment of Esther Dyson

   

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

   

Esther Dyson

   

482,279,969

   

79,494,649

   

9,653

   

   

   

Proposal Six – Appointment of Ilya A. Strebulaev

   

The following Director was 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

   

Ilya A. Strebulaev

   

559,597,426

   

1,108,789

   

1,078,056

   

 

Proposal Seven — Cancellation of shares

   

The below are the results regarding the proposal to cancel Yandex’s 6,980,076 outstanding Class C shares:

 

   

Number of Votes For

   

Number of Votes
Against

   

Number of Votes
Abstained

   

   

561,745,593

   

10,292

   

28,386

   

   

   

Proposal Eight — 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 2018 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 2018 financial year (to be prepared under IFRS):

 

   

Number of Votes For

   

Number of Votes
Against

   

Number of Votes
Abstained

   

   

559,277,362

   

2,499,922

   

6,987

   

   

 

Proposals Nine, Ten and Eleven — 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 up to 20% of the issued share capital and preference shares up to the 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

   

   

405,775,626

   

155,986,001

   

22,644

   

2

 


 

 

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

   

   

405,888,580

   

155,870,231

   

25,460

   

   

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

   

   

454,739,313

   

107,022,453

   

22,505

   

   

###

   

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

   

Press Office:

Ilya Grabovskiy

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 leading on-demand transportation services, navigation products, and other mobile applications for millions of consumers across the globe. Yandex, which has 19 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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