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 2, 2018
(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 on Form
6-K
filed with the Securities and Exchange Commission (the Commission) on
June 1, 2018, InterXion Holding N.V. (the Company) held a General Meeting of Shareholders on June 29, 2018 (the General Meeting). The proposals submitted to a vote by the shareholders at the General Meeting had the
following results:
PROPOSAL 1ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2017
The Dutch statutory annual accounts for the financial year ended December 31, 2017 were adopted by vote of the shareholders as follows:
|
|
|
|
|
|
|
Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
58,547,143
|
|
15,255
|
|
77,633
|
PROPOSAL 2DISCHARGE OF THE MEMBERS OF OUR BOARD FROM CERTAIN LIABILITIES
The members of the Companys Board of Directors were discharged from certain liabilities with respect to the exercise of their management and supervisory
duties during the financial year ended December 31, 2017 by vote of the shareholders as follows:
|
|
|
|
|
|
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Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
57,794,148
|
|
78,720
|
|
767,163
|
PROPOSAL
3RE-APPOINTMENT
OF ONE
NON-EXECUTIVE
DIRECTOR
One
non-executive
director, Mr. Rob Ruijter,
was
re-appointed
for a three-year term by vote of the shareholders as follows:
|
|
|
|
|
|
|
Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
58,504,578
|
|
131,274
|
|
4,179
|
PROPOSAL 4APPOINTMENT OF ONE
NON-EXECUTIVE
DIRECTOR
One
non-executive
director, Mr. David Lister, was appointed for a three-year term by vote of the shareholders as
follows:
|
|
|
|
|
|
|
Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
57,989,424
|
|
646,782
|
|
3,825
|
PROPOSAL 5AWARD 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:
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|
|
|
|
|
Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
57,934,784
|
|
700,526
|
|
4,721
|
PROPOSAL 6AWARD OF PERFORMANCE SHARES TO OUR EXECUTIVE DIRECTOR
The award of 60,060 performance shares to the Companys executive director was approved by vote of the shareholders as follows:
|
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|
|
|
|
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Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
55,068,941
|
|
3,566,387
|
|
4,703
|
PROPOSAL 7DESIGNATION OF THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO ISSUE SHARES AND TO 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 or grant rights to subscribe for up to 2,441,601 shares in relation to the Companys employee incentive schemes by vote of the
shareholders as follows:
|
|
|
|
|
|
|
Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
58,172,540
|
|
461,752
|
|
5,739
|
PROPOSAL 8DESIGNATION OF 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 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:
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|
|
|
|
|
Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
58,219,065
|
|
412,901
|
|
8.065
|
PROPOSAL 9DESIGNATION OF THE BOARD AS THE CORPORATE BODY OF THE COMPANY AUTHORIZED TO ISSUE SHARES AND TO GRANT RIGHTS
TO SUBSCRIBE FOR SHARES UP TO 10% OF THE COMPANYS CURRENT AUTHORIZED SHARE CAPITAL 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 or 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
|
58,640,031
|
|
57,376,886
|
|
1,255,957
|
|
7,188
|
PROPOSAL 10DESIGNATION OF 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 in respect of any issuance of shares up to 10% of the Companys current authorized share capital for general purposes.
|
|
|
|
|
|
|
Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
55,983,249
|
|
2,649,238
|
|
7,544
|
PROPOSAL 11APPOINTMENT OF KPMG ACCOUNTANTS N.V. TO AUDIT THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2018
KPMG Accountants N.V. was appointed to audit the annual accounts for the financial year ending December 31, 2018 by vote of the shareholders as follows:
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|
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Aggregate Vote
|
|
For
|
|
Against
|
|
Abstain
|
58,640,031
|
|
57,235,966
|
|
1,400,584
|
|
3,481
|
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)
and
(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).
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.
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INTERXION HOLDING N.V.
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By:
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/s/ David C. Ruberg
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Name:
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David C. Ruberg
|
Title:
|
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Chief Executive Officer
|
Date: July 2, 2018
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