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

   

December 20, 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 December 20, 2019, announcing that the shareholders of Yandex N.V. (the “Company”) had approved the proposed restructuring of the corporate governance of the Yandex group, and providing the detailed results of the matters proposed at a meeting of the holders of Class A Ordinary Shares and at the Extraordinary General Meeting, both held on December 20, 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 SHAREHOLDER APPROVAL OF

PROPOSED CORPORATE GOVERNANCE RESTRUCTURING

 

MOSCOW and AMSTERDAM, Netherlands — December 20, 2019 — Yandex N.V. (NASDAQ and MOEX: YNDX), a technology company that builds intelligent products and services powered by machine learning, today announced that its shareholders have approved the proposed restructuring of the corporate governance of the Yandex group, as described in the Shareholder Circular dated November 18, 2019. A meeting of holders of Class A ordinary shares (the “Class A Meeting”) and an Extraordinary General Meeting (the “EGM”) were held on Friday, December 20, 2019, and all proposals were approved with the requisite majorities.

In connection with the proposed restructuring, Alexey Komissarov and Alexei Yakovitsky were appointed as non-executive members of the Board of Directors for terms ending at the Annual General Meeting to be held in 2023.

"We are grateful for the trust our investors have placed in us, and for such overwhelming support for the changes that the Board proposed last month," said John Boynton, Chairman of the Board of Yandex. "This trust springs from our adherence to the highest standards of governance, and we are pleased to have built such strong relationships with our many stakeholders."

The detailed results of the two shareholder meetings are provided below.

 

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

Yandex N.V.

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

 

DETAILED RESULTS OF
CLASS A SHAREHOLDERS MEETING AND EGM

Approximately 74% of the Class A Shares (excluding shares held in treasury) were voted in both the Class A Meeting and the EGM, and more than 99% of the Class B shares were voted in the EGM. The current holder of the Priority Share also voted in the EGM in favor of all proposals. Each proposal was approved by approximately 99% of the votes in favor.1

Class A Meeting Proposal

Approval of the Amendment to the Articles of Association

The proposal to give prior approval to the resolution of the EGM to amend the current Articles of Association of Yandex in accordance with the Draft Deed of Amendment of the Articles of Association:

EGM Proposals

Proposal One — Amendment of the Articles of Association

The proposal to approve the amendment of the current Articles of Association of Yandex in accordance with the Draft Deed of Amendment of the Articles of Association:

 

1 Final numbers subject to adjustment based on receipt of overnight votes.

Proposal Two — Authorization to repurchase Priority Share

The proposal to authorize the Board of Directors to repurchase the Priority Share: 

Proposal Three — Appointment of Alexey Komissarov

The proposal to appoint Alexey Komissarov  to serve as a Non-Executive Director of Yandex N.V. for a term ending at the AGM to be held in 2023:

Proposal Four — Appointment of Alexei Yakovitsky

The proposal to appoint Alexei Yakovitsky  to serve as a Non-Executive Director of Yandex N.V. for a term ending at the AGM to be held in 2023:

Proposal Five — Cancellation of Outstanding Class C Ordinary Shares

The proposal to approve the cancellation of 610,000 outstanding Class C Ordinary Shares: