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

 

October 30, 2020

 

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 ¨

 

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): ¨

 

 

 

 

 

 

 

On October 29, 2020, Yandex N.V. (the “Company”) issued a press release announcing the results of the matters submitted for a vote of the shareholders of the Company at the Company’s 2020 Annual General Meeting of Shareholders. Furnished as Exhibit 99.1 to this Report on Form 6-K is a corrected press release to reflect that the Company’s shareholders approved the Company’s 2019 statutory accounts, not the Company’s 2020 statutory accounts.

 

 

 

 

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: October 30, 2020  By: /s/ Greg Abovsky
     Greg Abovsky
     Chief Financial Officer and Chief Operating Officer

 

 

 

 

INDEX TO EXHIBITS

 

99.1   Press release announcing results of the 2020 Annual General Meeting of Shareholders.

 

 

 

Exhibit 99.1

 

 

 

YANDEX ANNOUNCES RESULTS OF
2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

MOSCOW and AMSTERDAM, The Netherlands, October 29, 2020 - Yandex (NASDAQ and MOEX: YNDX), one of Europe's largest internet companies and the leading search and ride-hailing provider in Russia, today announced that all resolutions proposed at Yandex's 2020 Annual General Meeting of Shareholders ("AGM"), held on Thursday, October 29, 2020, have been approved.

 

Yandex also announced two reappointments to its Board of Directors. Arkady Volozh was re-appointed as executive member of the Board of Directors for a four-year term, and Mikhail Parakhin was reappointed as non-executive member of the Board of Directors for a one-year term.

 

The total number of Class A shares eligible to vote at the AGM was 316,675,755, with a total of 316,675,755 voting rights; the total number of Class B shares was 35,708,674, with a total of 357,086,740 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 2019 statutory accounts

 

The below are the results regarding the proposal to approve the 2019 statutory accounts of Yandex:

 

  Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
  586 699 774  37 232  1 247 629

 

Proposal Two — 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
  574 631 439  11 014 804  2 338 392

 

Proposal Three — Re-appointment of Arkady Volozh

 

The below are the results regarding the proposal to re-appoint Arkady Volozh to serve as a member of the Board of Directors for a four-year term:

 

  Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
  585 146 520  2 033 369  804 746

 

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Proposal Four — Re-appointment of Mikhail Parakhin

 

The below are the results regarding the proposal to re-appoint Mikhail Parakhin to serve as a member of the Board of Directors for a one-year term:

 

  Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
  582 011 154  5 905 832  67 649

 

Proposal Five — Cancellation of shares

 

The below are the results regarding the proposal to cancel Yandex's 1,429,984

outstanding Class C shares:

 

  Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
  587 961 431  9 622  13 582

 

Proposal Six — 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 2020 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 2020 financial year (to be prepared under IFRS):

 

  Number of Votes
For
  Number of Votes
Against
  Number of Votes
Abstained
  587 936 840  37 172  10 623

 

Proposals Seven, Eight and Nine — General designations and authorizations of the Board of Directors

 

The below are the results regarding the proposal to designate the Board of Directors as the competent body to issue from time to time Class A shares up to 20% of the issued share capital (excluding Class C Shares) 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
  487 669 038  99 891 956  423 641

 

2

 

 

The below are the results regarding the proposal to designate the Board of Directors as the competent body to exclude pre-emptive rights of the existing shareholders in respect of the issue of Class A 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
  450 322 885  136 381 422  1 280 328

 

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
  491 607 888  95 749 654  627 093

 

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

 

Yandex N.V.
Investor Relations
Yulia Gerasimova
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

 

Yandex (NASDAQ and MOEX: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 33 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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