Yandex Announces Shareholder Approval of Proposed Corporate Governance Restructuring
December 20 2019 - 7:15AM
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.
Investor RelationsKatya ZhukovaPhone: +7 495 974-35-38E-mail:
askIR@yandex-team.ru |
Press Office:Ilya GrabovskiyPhone: +7 495 739-70-00E-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 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:
Number ofVotes For |
|
Number ofVotes Against |
|
Abstentions |
214,693,501 |
|
545,431 |
|
310,386 |
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:
Number ofVotes For |
|
Number ofVotes Against |
|
Abstentions |
585,783,071 |
|
785,036 |
|
311,791 |
Proposal Two — Authorization to repurchase
Priority Share
The proposal to authorize the Board of Directors
to repurchase the Priority Share:
Number ofVotes For |
|
Number ofVotes Against |
|
Abstentions |
586,546,005 |
|
16,791 |
|
317,102 |
____________1 Final numbers subject to
adjustment based on receipt of overnight votes.
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:
Number ofVotes For |
|
Number ofVotes Against |
|
Abstentions |
582,943,304 |
|
2,359,280 |
|
1,577,314 |
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:
Number ofVotes For |
|
Number ofVotes Against |
|
Abstentions |
582,942,304 |
|
2,359,358 |
|
1,578,236 |
Proposal Five — Cancellation of Outstanding
Class C Ordinary Shares
The proposal to approve the cancellation of
610,000 outstanding Class C Ordinary Shares:
Number ofVotes For |
|
Number ofVotes Against |
|
Abstentions |
586,427,814 |
|
119,148 |
|
332,936 |
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