UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated July 3, 2019
(Commission File No. 001-35053)
INTERXION HOLDING N.V.
(Translation of Registrants Name into English)
Scorpius 30, 2132 LR Hoofddorp, The Netherlands, +31 20 880 7600
(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 ☐
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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously disclosed in a Report on Form 6-K furnished with the Securities and Exchange Commission (the Commission) on June 4, 2019, InterXion Holding N.V. (the Company) held an Annual General Meeting of Shareholders on June 28, 2019 (the Annual General Meeting). The proposals submitted to a vote by the shareholders at the Annual General Meeting had the following results:
PROPOSAL 1ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2018
The Dutch statutory annual accounts for the financial year ended December 31, 2018 were adopted by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
60,923,406 | 951,716 | 88,094 |
PROPOSAL 2DISCHARGE OF THE MEMBERS OF OUR BOARD FROM CERTAIN LIABILITIES
The members of the Companys Board of Directors (the Board) were discharged from certain liabilities with respect to the exercise of their management and supervisory duties during the financial year ended December 31, 2018 by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
61,774,196 | 97,922 | 91,098 |
PROPOSAL 3RE-APPOINTMENT OF ONE NON-EXECUTIVE DIRECTOR
One non-executive director, Mr. Jean Mandeville, was re-appointed for a three-year term by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
56,826,117 | 3,061,155 | 2,075,944 |
PROPOSAL 4RE-APPOINTMENT OF ONE EXECUTIVE DIRECTOR
One executive director, Mr. David Ruberg, was re-appointed for a three-year term by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
61,787,244 | 173,939 | 2,033 |
PROPOSAL 5INCREASE IN ANNUAL COMPENSATION FOR OUR CHAIRMAN
The increase in the annual compensation for our Chairman was approved by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
61,675,818 | 280,841 | 6,557 |
PROPOSAL 6AWARD OF RESTRICTED SHARES TO OUR NON-EXECUTIVE DIRECTORS
The award of restricted shares to the Companys non-executive directors was approved by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
51,452,078 | 10,503,919 | 7,219 |
PROPOSAL 7AWARD OF PERFORMANCE SHARES TO OUR EXECUTIVE DIRECTOR FOR THE PERFORMANCE YEAR 2016
The award of 107,571 performance shares to the Companys executive director for the 2016 performance year was approved by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
60,869,000 | 1,088,888 | 5,328 |
PROPOSAL 8DESIGNATE THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO ISSUE SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR SHARES FOR THE COMPANYS EMPLOYEE INCENTIVE SCHEMES
Shareholders approved the designation of the Board for a period of 18 months starting on the date of the Annual General Meeting as the corporate body of the Company authorized to issue shares and grant rights to subscribe for up to 2,035,547 shares in relation to the Companys employee incentive schemes by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
61,523,251 | 432,732 | 7,233 |
PROPOSAL 9DESIGNATE THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS IN RESPECT OF ANY ISSUANCE OF SHARES IN RELATION TO THE COMPANYS EMPLOYEE INCENTIVE SCHEMES
Shareholders approved the designation of the Board for a period of 18 months starting on the date of the Annual General Meeting as the corporate body of the Company authorized to restrict or exclude pre-emption rights in respect of any issuance of shares in relation to the Companys employee incentive schemes by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
61,354,556 | 602,165 | 6,495 |
PROPOSAL 10DESIGNATE THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO ISSUE SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR SHARES FOR GENERAL CORPORATE PURPOSES
Shareholders approved the designation of the Board for a period of 18 months starting on the date of the Annual General Meeting as the corporate body of the Company authorized to issue shares and grant rights to subscribe for shares, up to 10% of the current issued share capital of the Company, by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
60,475,158 | 1,482,808 | 5,250 |
PROPOSAL 11DESIGNATE THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS IN RESPECT OF ANY ISSUANCE OF SHARES FOR GENERAL CORPORATE PURPOSES
Shareholders approved the designation of the Board for a period of 18 months starting on the date of the Annual General Meeting as the corporate body of the Company authorized to restrict or exclude pre-emption rights in respect of any issuance of shares for general purposes by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
56,775,047 | 5,181,662 | 6,507 |
PROPOSAL 12APPOINTMENT OF KPMG ACCOUNTANTS N.V. TO AUDIT THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2019
KPMG Accountants N.V. was appointed to audit the annual accounts for the financial year ending December 31, 2019 by vote of the shareholders as follows:
Aggregate Vote |
For | Against | Abstain | |||
61,963,216 |
60,240,962 | 1,717,853 | 4,401 |
This Report on Form 6-K is incorporated by reference into (i) the Registration Statement on Form S-8 of the Registrant originally filed with the Securities and Exchange Commission on June 23, 2011 (File No. 333-175099), (ii) the Registration Statement on Form S-8 of the Registrant originally filed with the Securities and Exchange Commission on June 2, 2014 (File No. 333-196447), (iii) the Registration Statement on Form S-8 of the Registrant originally filed with the Securities and Exchange Commission on May 31, 2017 (File No. 333-218364) and (iv) the Registration Statement on Form F-3 of the Registrant originally filed with the Securities and Exchange Commission on June 25, 2019 (File No. 333-232331).
SIGNATURE
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.
INTERXION HOLDING N.V. | ||
By: | /s/ David C. Ruberg | |
Name: | David C. Ruberg | |
Title: | Chief Executive Officer |
Date: July 3, 2019