UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TORULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Report onForm 6-K dated July 3, 2019
(Commission FileNo. 001-35053)
INTERXION HOLDING N.V.
(Translation of Registrant’s 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 ofForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Note: RegulationS-T Rule 101(b)(1) only permits the submission in paper of aForm 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Note: RegulationS-T Rule 101(b)(7) only permits the submission in paper of a Form6-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 registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s 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 registrant’s security holders, and, if discussing a material event, has already been the subject of a Form6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM6-K REPORT
As previously disclosed in a Report on Form6-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 1—ADOPTION 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 2—DISCHARGE OF THE MEMBERS OF OUR BOARD FROM CERTAIN LIABILITIES
The members of the Company’s 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 |
PROPOSAL3—RE-APPOINTMENT OF ONENON-EXECUTIVE DIRECTOR
Onenon-executive director, Mr. Jean Mandeville, wasre-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 |
PROPOSAL4—RE-APPOINTMENT OF ONE EXECUTIVE DIRECTOR
One executive director, Mr. David Ruberg, wasre-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 5—INCREASE 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 6—AWARD OF RESTRICTED SHARES TO OURNON-EXECUTIVE DIRECTORS
The award of restricted shares to the Company’snon-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 7—AWARD OF PERFORMANCE SHARES TO OUR EXECUTIVE DIRECTOR FOR THE PERFORMANCE YEAR 2016
The award of 107,571 performance shares to the Company’s 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 8—DESIGNATE THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO ISSUE SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR SHARES FOR THE COMPANY’S 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 Company’s 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 9—DESIGNATE THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO RESTRICT OR EXCLUDEPRE-EMPTION RIGHTS IN RESPECT OF ANY ISSUANCE OF SHARES IN RELATION TO THE COMPANY’S 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 excludepre-emption rights in respect of any issuance of shares in relation to the Company’s 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 10—DESIGNATE 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 11—DESIGNATE THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO RESTRICT OR EXCLUDEPRE-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 excludepre-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 12—APPOINTMENT 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 Form6-K is incorporated by reference into (i) the Registration Statement on FormS-8 of the Registrant originally filed with the Securities and Exchange Commission on June 23, 2011 (FileNo. 333-175099), (ii) the Registration Statement on FormS-8 of the Registrant originally filed with the Securities and Exchange Commission on June 2, 2014 (FileNo. 333-196447), (iii) the Registration Statement on FormS-8 of the Registrant originally filed with the Securities and Exchange Commission on May 31, 2017 (FileNo. 333-218364) and (iv) the Registration Statement on FormF-3 of the Registrant originally filed with the Securities and Exchange Commission on June 25, 2019 (FileNo. 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