STOCK TITAN

GDEV Inc. (GDEV) holders approve charter, re-elect board

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

GDEV Inc. held its 2026 annual general meeting on August 28, 2026 in Limassol, Cyprus, and reported that all agenda items were approved by a majority of votes cast.

Shareholders re-elected the company’s independent directors, with support levels above 14.19 million votes for each nominee and very few votes against or abstentions. Shareholders also approved and adopted an Amended and Restated Memorandum and Articles of Association, with 14,197,627 votes for, 2,437 against and 100 abstentions. The updated corporate charter is furnished as Exhibit 3.1 and, together with this report, is incorporated by reference into GDEV’s existing Form F-3 registration statements (File Nos. 333-280580 and 333-282062).

Positive

  • None.

Negative

  • None.
Director proposal 1 votes for 14,194,898 votes Votes for an independent director nominee at the 2026 annual general meeting
Director proposal 1 votes against 5,266 votes Votes against an independent director nominee at the 2026 annual general meeting
Director proposal 2 votes for 14,194,385 votes Votes for another independent director nominee at the 2026 annual general meeting
Director proposal 3 votes for 14,197,882 votes Votes for a third independent director nominee at the 2026 annual general meeting
Charter amendment votes for 14,197,627 votes Votes for the Amended and Restated Memorandum and Articles of Association
Charter amendment votes against 2,437 votes Votes against the Amended and Restated Memorandum and Articles of Association
Charter amendment abstentions 100 votes Abstentions on the Amended and Restated Memorandum and Articles of Association proposal
foreign private issuer regulatory
"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Form 20-F regulatory
"whether the registrant files or will file annual reports under cover of Form 20-F"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
Form F-3 regulatory
"incorporated by reference into the Company’s Registration Statement on Form F-3"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
Amended and Restated Memorandum and Articles of Association regulatory
"To approve and adopt the Amended and Restated Memorandum and Articles of Association"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

FAQ

What did GDEV (GDEV) announce in its August 2026 Form 6-K?

GDEV Inc. reported the results of its 2026 annual general meeting held on August 28, 2026 in Limassol, Cyprus. All proposals, including the re-election of independent directors and approval of an Amended and Restated Memorandum and Articles of Association, were approved by a majority of votes cast.

Were GDEV (GDEV) directors re-elected at the 2026 annual general meeting?

Yes. All independent director nominees were re-elected. One example result shows 14,194,898 votes for, 5,266 against and 0 abstentions; other director proposals received similarly strong support with more than 14.19 million votes for and minimal opposition or abstentions.

Did GDEV (GDEV) shareholders approve changes to the company’s Memorandum and Articles of Association?

Yes. Shareholders approved and adopted the Amended and Restated Memorandum and Articles of Association with 14,197,627 votes for, 2,437 votes against and 100 abstentions. The updated charter is provided as Exhibit 3.1 to the report.

How do the 2026 AGM results affect GDEV’s (GDEV) Form F-3 registration statements?

The information in this Form 6-K, including Exhibit 3.1, is incorporated by reference into GDEV’s existing Form F-3 registration statements (File Nos. 333-280580 and 333-282062), becoming part of those registration statements from the filing date.

What were the key vote counts on GDEV’s (GDEV) charter amendment proposal?

The proposal to approve and adopt the Amended and Restated Memorandum and Articles of Association received 14,197,627 votes for, 2,437 votes against and 100 abstentions, indicating strong shareholder support for the updated governing documents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2026

Commission File Number: 001-40758

 

GDEV Inc. 

(Translation of registrant’s name into English)

 

55, Griva Digeni

3101, Limassol

Cyprus

Telephone: +35722580040 

(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  o

 

 

   

 

  

EXPLANATORY NOTE

 

Annual General Meeting Results

 

On August 28, 2026, the Company announced the results of the Company’s 2026 annual general meeting, which was held at the Company’s offices in Limassol, Cyprus on August 28, 2026. As reflected in the voting results below, all of the agenda items proposed for consideration were approved by a majority of the votes cast by shareholders of the Company personally present or represented by proxy at the meeting.

 

1.Election of Directors

 

To re-elect the following independent Directors of the Company:

 

·Marie Holive, Independent Director

 

The final voting results were as follows:

 

Votes For   Votes Against   Abstained
14,194,898   5,266   0

 

·Andrew Sheppard, Independent Director

 

The final voting results were as follows:

 

Votes For   Votes Against   Abstained
14,194,385   5,267   512

 

·Tal Shoham, Independent Director

 

The final voting results were as follows:

 

Votes For   Votes Against   Abstained
14,197,882   2,282   0

 

2.Approval and adoption of the Amended and Restated Memorandum and Articles of Association

 

To approve and adopt the Amended and Restated Memorandum and Articles of Association of the Company.

 

The final voting results were as follows:

 

Votes For   Votes Against   Abstained
14,197,627   2,437   100

 

A copy of the Amended and Restated Memorandum and Articles of Association of the Company is furnished as Exhibit 3.1 to this Report on Form 6-K.

 

   

 

 

INCORPORATION BY REFERENCE

 

The information included in this Report on Form 6-K (including Exhibit 3.1) is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-280580 and File No. 333-282062) (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this Report on Form 6-K is filed, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 28, 2026

 

  GDEV Inc.
     
  By: /s/ Alexander Karavaev
    Name: Alexander Karavaev
    Title: Chief Financial Officer

 

   

 

  

EXHIBIT INDEX

 

Exhibit   Description
     
3.1   Amended and Restated Memorandum and Articles of Association of GDEV. Inc.

 

   

Filing Exhibits & Attachments

1 document