Существенные факты, касающиеся событий эмитента
Сведения, оказывающие, по мнению эмитента, существенное влияния на стоимость его эмиссионных ценных бумаг
1. Общие сведения
1.1. Полное фирменное наименование эмитента (для некоммерческой организации – наименование) Публичная компания с ограниченной ответственностью Яндекс Н.В. (Public Limited Liability Company Yandex N.V.)
1.2. Сокращенное фирменное наименование эмитента Яндекс Н.В. (Yandex N.V.)
1.3. Место нахождения эмитента Бульвар Схипхол 165, 1118БГ Схипхол, Нидерланды (Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands)
1.4. Регистрационный номер эмитента 27265167
1.5. Номер налогоплательщика эмитента NL. 8134.22.474
1.6. Уникальный код эмитента, присвоенный регистрирующим органом Не применимо
1.7. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации http://company.yandex.ru/
http://www.e-disclosure.ru/portal/company.aspx?id=34514
2. Содержание сообщения
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 22, 2022
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 22, 2022, announcing the results of the matters proposed at the Company’s 2022 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: December 22, 2022 By: /S/ SVETLANA DEMYASHKEVICH
Svetlana Demyashkevich
Chief Financial Officer
________________________________________
INDEX TO EXHIBITS
99.1 Press release announcing results of the 2022 Annual General Meeting of Shareholders, dated December 22, 2022.
________________________________________
Exhibit 99.1
YANDEX ANNOUNCES RESULTS OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS
MOSCOW and AMSTERDAM, Netherlands — December 22, 2022 — Yandex N.V. (NASDAQ: YNDX), the Dutch parent company of the Yandex Group, today announced that all resolutions proposed at Yandex’s 2022 Annual General Meeting of Shareholders (the “AGM”) have been approved.
Yandex also announced three re-appointments to its Board of Directors. Each of Rogier Rijnja, Charles Ryan and Alexander Voloshin were re-appointed as non-executive members of the Board of Directors, each for a four-year term.
The total number of Class A shares eligible to vote at the AGM was 325,877,318, with a total of 325,877,318 voting rights; the total number of Class B shares 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 requiring a vote at the AGM.
Yandex’s 2022 Annual General Meeting of Shareholders
Discussion Item One — Review of the 2021 statutory accounts
The agenda item to review the 2021 statutory accounts of Yandex did not require voting at the AGM.
Proposal Two — Discharge of directors
The below are the results regarding the proposal to grant discharge to the directors for their management during the 2021 financial year:
Number of Votes For Number of Votes Against Number of Votes Abstained
476,673,236 154,588 5,128,749
Proposal Three — Re-appointment of Rogier Rijnja
The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:
Director - Rogier Rijnja
Number of Votes For Number of Votes Against Number of Votes Abstained
460,196,975 19,413,801 2,345,797
Proposal Four – Re-appointment of Charles Ryan
The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:
Director - Charles Ryan
Number of Votes For Number of Votes Against Number of Votes Abstained
478,606,084 2,522,835 827,654
Proposal Five – Re-appointment of Alexander Voloshin
The following Director was re-appointed to serve as a non-executive member of the Board of Directors for a four-year term:
Director - Alexander Voloshin
Number of Votes For Number of Votes Against Number of Votes Abstained
398,144,207 66,876,889 16,935,477
Proposal Six – Cancellation of Class C Shares
The below are the results regarding the proposal to cancel 10,000 outstanding Class C Shares:
Number of Votes For Number of Votes Against Number of Votes Abstained
480,679,108 89,879 1,187,586
Proposal Seven – Appointment of Auditor
The below are the results regarding the proposal to appoint “Technologies of Trust – Audit” JSC, an independent registered public accounting firm, as an auditor of the Company’s consolidated financial statements for the 2022 financial year (to be prepared under US GAAP):
Number of Votes For Number of Votes Against Number of Votes Abstained
480,782,267 87,716 1,086,590
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 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 date of the AGM:
Number of Votes For Number of Votes Against Number of Votes Abstained
444,753,091 36,389,963 813,519
The below are the results regarding the proposal to designate 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 date of the AGM:
Number of Votes For Number of Votes Against Number of Votes Abstained
446,001,199 35,135,310 820,064
The below are the results regarding the proposal to authorize the Board of Directors for a period of 18 months to repurchase shares in the capital of the Company up to 20% of the issued share capital from time to time, in the case of Class A shares, against a purchase price equal to the market price on the Nasdaq Global Select Market of the Class A shares at the time of the repurchase:
Number of Votes For Number of Votes Against Number of Votes Abstained
453,280,537 28,662,176 13,860
###
For further information, please visit http://company.yandex.com or contact:
Yandex N.V.
Investor Relations
Yulia Gerasimova
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 registered in the Netherlands 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
3. Подпись
3.1. Наименование должности
уполномоченного лица эмитента: Уполномоченный представитель (подпись) И.О. Фамилия: А.A. де Куба
3.2. Дата “22” декабря 2022г.