Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
15 März 2022 - 9:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 001-38882
HeadHunter Group PLC
(Translation of registrant’s name into
English)
9/10 Godovikova St.
Moscow, 129085, Russia
(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 x 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): ¨
Board and Committee Changes
On March 15, 2022, HeadHunter Group PLC (the “Company”)
announced that Morten Heuing had tendered his resignation as a member of the board of directors of the Company (the “Board”),
effective as of March 14, 2022 (the "Resignation Effectiveness"). Mr. Heuing informed the Company that he resigned
as a result of recent geopolitical developments. Mr. Heuing served as a member of each of the Audit Committee of the Board (the "Audit
Committee"), the Compensation Committee of the Board (the "Compensation Committee") and the Nominating
and Corporate Governance Committee of the Board (the "Nominating Committee").
On March 14, 2022, upon recommendation of the
Nominating Committee, the Board appointed Maksim Melnikov to serve on each of the Compensation Committee and the Nominating Committee,
effective upon the Resignation Effectiveness. Following these appointments, (i) the Audit Committee is comprised of Olga Filatova and
Douglas Gardner, with Mr. Gardner serving as chair; (ii) the Compensation Committee is comprised of Olga Filatova, Valentin Mashkov and
Maksim Melnikov, with Mr. Mashkov serving as chair; and (iii) the Nominating Committee is comprised of Olga Filatova, Dmitri Krukov and
Maksim Melnikov, with Mr. Krukov serving as chair.
Corporate Governance
The Company has previously disclosed in Item 16G
of its Annual Report on Form 20-F for the fiscal year ended December 31, 2020 and the Company's Report of Foreign Private Issuer on Form
6-K filed on March 8, 2022 that it follows the corporate governance practices of its home country, Cyprus, in lieu of certain of the corporate
governance requirements of The Nasdaq Stock Market LLC (“Nasdaq”). In addition to the practices previously disclosed,
the Company intends to rely on this "foreign private issuer exemption" with respect to Nasdaq Listing Rule 5605(c)(2), which
requires, among other things, an audit committee to consist of at least three members, except that the Company shall comply with the requirements
of Nasdaq Listing Rule 5605(c)(2)(A)(ii).
INCORPORATION BY REFERENCE
The information in this Form 6-K shall be deemed
to be incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-232778 and 333-231557) and
Form F-3 (File No. 333-239560) (including any prospectuses forming a part of such registration statements) and to be a part thereof from
the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HeadHunter Group PLC |
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Date: March 15, 2022 |
By: |
/s/ Mikhail Zhukov |
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Mikhail Zhukov |
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Chief Executive Officer |
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