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 27, 2019

   

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 27, 2019, announcing the results of the matters submitted for a vote of the shareholders of Yandex N.V. (the “Company”) at the Company’s 2019 Annual General Meeting of Shareholders held on June 27, 2019.

   

 

 

   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.

   

   

 

 

  INDEX TO EXHIBITS

   

   

 

Exhibit 99.1

 

 

YANDEX ANNOUNCES RESULTS OF

2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

   

MOSCOW and AMSTERDAM, Netherlands — June 27, 2019 — 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 2019 Annual General Meeting of Shareholders (“AGM”), held on Thursday, June 27, 2019, have been approved.

 

Yandex also announced three re-appointments and two new appointments to its Board of Directors. Rogier Rijnja, Charles Ryan, and Alexander Voloshin were reappointed as non-executive members of the Board of Directors for a three-year term, Mikhail Parakhin was appointed as a non-executive member of the Board of Directors for a one-year term, and Tigran Khudaverdyan was appointed as an executive member of the Board for a one-year term.

   

The total number of Class A shares eligible to vote at the AGM was 288,869,774, with a total of 288,869,774 voting rights; the total number of Class B shares was 37,748,658, with a total of 377,486,580 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 2018 statutory accounts

 

The below are the results regarding the proposal to approve the extension of the term for the preparation of the 2018 statutory accounts:

 

 

Proposal Two — Approval of 2018 statutory accounts

 

The below are the results regarding the proposal to approve the 2018 statutory accounts of Yandex:

 

   

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:

 

 

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:

   

   

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:

   

   

   

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:

   

 

Proposal Seven – Appointment of Mikhail Parakhin

   

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

   

 

Proposal Eight – Appointment of Tigran Khudaverdyan

   

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

   

 

Proposal Nine — Cancellation of shares

   

The below are the results regarding the proposal to cancel Yandex’s 130,000 outstanding Class C shares:

 

   

Proposal Ten — 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 2019 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 2019 financial year (to be prepared under IFRS):

 

   

Proposal Eleven — Amendment to 2016 Equity Incentive Plan

   

The below are the results regarding the proposal to amend the Company’s 2016 Equity Incentive Plan (the “Plan”) to increase the number of unallocated Class A shares available thereunder to 7.0% of the outstanding share capital of the Company as of March 31, 2019 and to authorize the Board of Directors to grant equity awards and issue Class A shares under the Plan, and to authorize the Board of Directors to exclude the pre-emptive right of subscription for any equity awards to be granted and Class A shares to be issued under the Plan and to authorize the Board of Directors to do anything which may required in connection therewith:

 

 

Proposals Twelve, Thirteen and Fourteen — 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:

 

 

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:

 

   

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:

 

   

###

   

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 34 offices worldwide, has been listed on the NASDAQ since 2011.

 

More information on Yandex can be found at https://yandex.com/company