Proxy Blog

Yandex

June 18, 2018

Yandex N.V., a multinational corporation specializing in Internet-related services and products, provided an annual proxy containing 11 proposals covering proforma, European proforma, and board proposals.  

One of the board proposals was to eliminate Class C shares. An extensive proxy document was provided, yet despite 850 pages of information many questions were unanswered. 

Each existing Class C share counts as nine votes whereas other classes only carry one vote. Normally, a shift to equal treatment of all shares is consistent with good governance. HOWEVER, there was no explanation of the proposed change. 

The description of the existing status of class C shares ranged from thoroughly incomplete (e.g., how many are outstanding, what will happen to the current class C shareholders) to thoroughly troubling (e.g., the share records are being held by a legal entity with an unclear relationship to the public company), and the text provided clarity on the unimportant, while seeming to avoid the important. Perhaps if someone were to read all 850 pages and truly study it, the answers may be in there. That said, keyword searches to find relevant text were unable to find important information related to this change to share classes.  

For this important governance matter to be cloaked in such a thick layer of opaqueness is sufficiently troubling to cause Magni to vote against all eleven proposals, including the proforma items.