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 Registrants 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 Companys 2017 Annual General Meeting of Shareholders held on May 25, 2017.
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.
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YANDEX N.V. | |
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Date: May 25, 2017 |
By: |
/s/ Greg Abovsky |
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Greg Abovsky |
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Chief Financial Officer |
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 Europes largest internet companies and the leading search provider in Russia, today announced that all resolutions proposed at Yandexs 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 |
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Number of Votes |
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Number of Votes |
548,889,285 |
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214,118 |
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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 |
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Number of Votes |
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Number of Votes |
549,152,209 |
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32,135 |
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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 |
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Number of Votes |
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Number of Votes |
549,023,400 |
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79,433 |
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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 |
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Number of Votes For |
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Number of Votes |
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Number of Votes |
Herman Gref |
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547,787,958 |
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15,539,147 |
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308,877 |
Proposal Five Re-appointment of Arkady Volozh
The following Director was re-appointed to serve as a member of the Board of Directors for a three-year term:
Director |
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Number of Votes For |
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Number of Votes |
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Number of Votes |
Arkady Volozh |
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562,886,972 |
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437,325 |
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311,685 |
Proposal Six Cancellation of shares
The below are the results regarding the proposal to cancel Yandexs 739,235 outstanding Class C shares:
Number of Votes For |
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Number of Votes |
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Number of Votes |
563,469,033 |
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29,367 |
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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 Companys 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 Companys statutory annual accounts for the 2017 financial year (to be prepared under IFRS):
Number of Votes For |
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Number of Votes |
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Number of Votes |
563,261,769 |
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302,361 |
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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 |
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Number of Votes |
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Number of Votes |
415,601,704 |
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130,351,717 |
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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 |
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Number of Votes |
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Number of Votes |
415,674,246 |
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130,279,814 |
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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 |
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Number of Votes |
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Number of Votes |
514,877,375 |
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48,683,334 |
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75,273 |
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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
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.