UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November 2015
Commission File Number: 001-35976
Luxoft Holding, Inc
(Translation of registrant’s name into English)
Gubelstrasse 24
6300 Zug, Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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): o
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): o
EXPLANATORY NOTE
Luxoft Holding, Inc Amended and Restated 2014 Incentive Compensation Plan
On November 25, 2015, Luxoft Holding, Inc (“we” or the “Company”) distributed to its shareholders a proposed shareholders resolution to approve an amendment to the Luxoft Holding, Inc 2014 Incentive Compensation Plan (the “2014 Plan”), which was adopted by the Board of Directors of the Company (the “Board”) on November 10, 2015, subject to shareholder approval. If approved by the requisite vote of our shareholders, the 2014 Plan will provide that the total number of Class A ordinary shares no par value in the capital of the Company that may be issued under the 2014 Plan, in the aggregate will be the sum of (a) 2,452,000 Class A shares with no par of the Company (the “Shares”) plus (b) on January 1 of each calendar year during the term of the 2014 Plan subsequent to its adoption a number of shares equal to the lesser of: (i) an amount determined by the Board, if so determined prior to the January 1 of the calendar year in which the increase will occur, (ii) 2% of the total number of Shares outstanding on December 31 of the immediately preceding calendar year, and (iii) 1,000,000 shares. The Board may, in its discretion, reduce the number of shares that may be issued pursuant to Awards (as defined in the Amended Plan) under the 2014 Plan, at any time, provided that such reduction does not hinder issuance of shares in respect of then outstanding Awards.
A copy of the proposed written resolutions of the shareholders is furnished as Exhibit 99.1 herewith. A copy of the 2014 Plan is furnished as Exhibit 99.2 herewith.
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.
|
| LUXOFT HOLDING, INC |
|
|
|
Date: November 25, 2015 | By: | /s/ Dmitry Loshchinin |
|
| Name: Dmitry Loshchinin |
|
| Title: Chief Executive Officer |
