YNDX Yandex NV

 

 

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

 

August 16, 2024

 

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 ¨

 

 

 

Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release dated August 16, 2024, announcing the results of the matters proposed at the Yandex N.V. (the “Company”) Annual General Meeting of Shareholders, including the approval of the change of the Company’s name to Nebius Group N.V.

 

 

INDEX TO EXHIBITS

 

99.1

Press release dated August 16, 2024, announcing the results of the matters proposed at the Company’s Annual General Meeting of Shareholders.

 

 

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: August 16, 2024	By:	/s/ John Boynton
		John Boynton
		Chairman of the Board

 

 

 

EXHIBIT 99.1

 

 

Nebius Group N.V. announces results of its Annual General meeting

 

AMSTERDAM, the Netherlands — August 16, 2024 — Nebius Group N.V. (formerly known as Yandex N.V.) (NASDAQ: YNDX, to be changed to NBIS) (the “Company”), the Dutch parent company of the Nebius Group, today announced that all resolutions proposed at the Annual General Meeting of Shareholders of the Company (the “AGM”), held on August 15, 2024, have been approved. The Company is also pleased to announce that the legal name of the Company is now Nebius Group N.V.

 

The total number of Class A shares eligible to vote at the AGM was 163,297,882, with a total of 163,297,882 voting rights; the total number of Class B shares eligible to vote at the AGM was 35,698,674, with a total of 356,986,740 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.

 

Results of the AGM

 

Below are the results of each proposal presented to the AGM:

 

Item 1: Extension of term to prepare 2023 Accounts

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	387,208,792		151,729		124,556

 

Item 2: Adoption of the 2023 Accounts

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	386,706,734		139,898		638,445

 

Item 3: Discharge of the Board for liabilities to the Company

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	386,603,543		236,732		644,802

 

Item 4: Appointment of Arkady Volozh as an Executive Director

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	384,493,403		2,821,969		169,705

 

Item 5: Appointment of Ophir Nave as an Executive Director

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	384,219,644		2,053,507		1,211,926

 

 

Item 6: Appointment of Elena Bunina as a Non-Executive Director

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	378,428,999		8,906,034		150,044

 

Item 7: Appointment of Esther Dyson as a Non-Executive Director

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	378,148,356		8,851,898		484,823

 

Item 8: Appointment of Kira Radinsky as a Non-Executive Director

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	385,725,783		201,151		1,558,143

 

Item 9: Amendment of the terms of the continuing Directors

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	387,167,843		165,173		152,061

 

Item 10: Approval of remuneration of the continuing Directors

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	371,305,569		14,620,218		1,559,290

 

Item 11: Amendment of Articles regarding change of Company name

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	387,247,802		111,693		125,582

 

Item 12: Amendment of the Equity Incentive Plan

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	374,104,589		12,162,560		1,217,928

 

Item 13: Appointment of Auditors

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	387,230,699		126,535		127,843

 

 

Item 14: Authorization of the Board of Directors to repurchase Class A shares

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	374,943,290		12,421,461		120,326

 

Item 15: Designation of the Board of Directors as the competent body to issue from time to time Class A Shares up to an additional 20% of the issued share capital (excluding Class C Shares) of the Company for a period of five years from the AGM Date:

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	373,160,962		14,193,036		131,079

 

Item 16: Designation of 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 AGM Date:

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	368,249,339		19,105,944		129,794

 

Item 17: Authorization of the Board of Directors to cancel certain Class A Shares, the number of which to be determined by the Board of Directors:

 

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
	387,197,210		152,807		135,060

 

***

 

For further information, please visit http://nebius.group or contact:

 

Nebius Group N.V.

 

Investor Relations
askIR@nebius.com

 

Media Relations
media@nebius.com

 

 

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