0001140361-23-014543.txt : 20230329 0001140361-23-014543.hdr.sgml : 20230329 20230329162802 ACCESSION NUMBER: 0001140361-23-014543 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230329 FILED AS OF DATE: 20230329 DATE AS OF CHANGE: 20230329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spotify Technology S.A. CENTRAL INDEX KEY: 0001639920 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38438 FILM NUMBER: 23775579 BUSINESS ADDRESS: STREET 1: 5 PLACE DE LA GARE CITY: LUXEMBOURG STATE: N4 ZIP: L-1616 BUSINESS PHONE: 46 (70) 220-4607 MAIL ADDRESS: STREET 1: 5 PLACE DE LA GARE CITY: LUXEMBOURG STATE: N4 ZIP: L-1616 6-K 1 brhc10050501_6k.htm 6-K
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of March, 2023
 
Commission File Number: 001-38438

Spotify Technology S.A.
(Translation of registrant’s name into English)

5, Place de la Gare
L-1616 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive office)

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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Results of Annual General Meeting and Extraordinary General Meeting of the Company

On March 29, 2023, Spotify Technology S.A. (the “Company”) held its 2023 annual general meeting of shareholders and holders of beneficiary certificates, immediately followed by an extraordinary general meeting of shareholders and holders of beneficiary certificates.  The Company’s shareholders and holders of beneficiary certificates considered the following proposals, each of which is described in greater detail in the Company’s proxy statement dated February 17, 2023.

Annual General Meeting

1. Approval of the Company’s Annual Accounts and Consolidated Financial Statements

Based on the votes set forth below, the proposal to approve the Company’s annual accounts for the financial year ended December 31, 2022 and the Company’s consolidated financial statements for the financial year ended December 31, 2022 was approved.

For
  
Against
  
Abstain
495,916,043
  
163,263
  
2,195,753

2. Approval of Allocation of the Company’s Annual Results

Based on the votes set forth below, the proposal to approve allocation of the Company’s annual results for the financial year ended December 31, 2022 was approved.

For
  
Against
  
Abstain
497,625,121
  
21,325
  
628,613

3. Approval of Granting Discharge of Liability of the Board of Directors

Based on the votes set forth below, the proposal to grant discharge of the liability of the members of the Company’s board of directors (the “Board of Directors”) for, and in connection with, the financial year ended December 31, 2022 was approved.

For
  
Against
  
Abstain
495,276,295
  
783,325
  
2,215,439

4. Appointment of Directors

Based on the votes set forth below, the following directors were elected as members of the Board of Directors for the period ending at the general meeting approving the annual accounts for the financial year ending on December 31, 2023.

 
For
  
Against
  
Abstain
Daniel Ek (A Director)
478,290,488
  
19,366,238
  
618,333
Martin Lorentzon (A Director)
460,673,276
  
36,935,562
  
666,221
Shishir Samir Mehrotra (A Director)
464,743,315
  
32,861,767
  
669,977
Christopher Marshall (B Director)
487,408,303
  
10,639,744
  
227,012
Barry McCarthy (B Director)
495,087,426
  
3,142,469
  
45,164
Heidi O’Neill (B Director)
496,490,025
  
1,732,521
  
52,513
Ted Sarandos (B Director)
496,194,728
  
2,034,463
  
45,868
Thomas Owen Staggs (B Director)
495,404,953
  
2,805,601
  
64,505
Mona Sutphen (B Director)
495,416,918
  
2,798,877
  
59,264
Padmasree Warrior (B Director)
495,749,473
  
2,473,446
  
52,140

5. Appointment of Independent Auditor

Based on the votes set forth below, the proposal to appoint Ernst & Young S.A. (Luxembourg) as the Company’s independent auditor for the period ending at the general meeting approving the annual accounts for the financial year ending on December 31, 2023 was approved.

For
  
Against
  
Abstain
495,692,935
  
1,832,041
  
750,083

6. Approval of 2023 Director Remuneration

Based on the votes set forth below, the proposal to approve the directors’ remuneration for the year 2023 was approved.

For
  
Against
  
Abstain
471,676,231
  
25,824,411
  
774,417

7. Authorization and Empowerment to Execute and Deliver Documents Required by Luxembourg Laws

Based on the votes set forth below, the proposal to authorize and empower each of Mr. Guy Harles and Mr. Alexandre Gobert to execute and deliver, under their sole signature, on behalf of the Company and with full power of substitution, any documents necessary or useful in connection with the annual filing and registration required by the Luxembourg laws.

For
  
Against
  
Abstain
497,627,060
  
27,487
  
620,512

Extraordinary General Meeting

1. Renewal of the Board of Directors’ Authorization to Issue Ordinary Shares Within the Limit of the Authorized Share Capital During a Period of Five Years and Withdraw or Restrict the Preferential Subscription Right of the Shareholders

Based on the votes set forth below, the proposal to approve the renewal of the Board of Director’s authorization to issue ordinary shares within the limit of the authorized share capital during a period of five years after the date of publication of the present minutes of the extraordinary general meeting and withdraw or restrict the preferential subscription right of the shareholders was approved.

For
  
Against
  
Abstain
432,451,113
  
65,066,100
  
745,346

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.

 
Spotify Technology S.A.
     
Date: March 29, 2023
By:
/s/ Eve Konstan
 
Name:
Eve Konstan
 
Title:
General Counsel