Current Report Filing (8-k)
June 20 2017 - 6:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 20, 2017
SOHU.COM INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-30961
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98-0204667
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(State or other jurisdiction
Of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Level 18, SOHU.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190
Peoples Republic of China
(011) 8610-6272-6666
(Address, including zip code, of registrants principal executive offices and registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the stockholders of Sohu.com Inc. (Sohu) at the annual meeting of stockholders held on
June 20, 2017:
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1.
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Election of three directors, to serve for a
two-year
term or until their earlier resignation or removal;
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2.
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Advisory resolution approving Sohus executive compensation;
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3.
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Advisory vote on the frequency of future advisory votes on Sohus executive compensation; and
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4
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Ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as Sohus independent auditors for the fiscal year ending December 31, 2017.
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Information regarding the foregoing proposals is incorporated by reference herein from Sohus proxy statement filed with the Securities
and Exchange Commission (the SEC) on April 27, 2017.
Proposal 1.
The number of votes cast for and
withheld from the three persons nominated for election as directors, and the number of
non-votes,
are as follows:
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Nominee
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For
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Withheld
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Non-Votes
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Mr. Charles Huang
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12,540,344
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13,516,999
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3,277,396
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Dr. Dave Qi
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11,361,754
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14,695,589
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3,277,396
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Mr. Shi Wang
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11,079,623
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14,977,720
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3,277,396
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Mr. Charles Huang, Dr. Dave Qi, and Mr. Shi Wang were all elected as directors.
Proposal 2.
The number of votes cast for and against the advisory resolution approving the compensation paid to Sohus
named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables, the narrative discussion, and any related material disclosed in Sohus
proxy statement filed with the SEC on April 27, 2017, and the number of abstentions and
non-votes,
are as follows:
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For
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Against
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Abstentions
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Non-Votes
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17,658,494
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1,625,337
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6,773,512
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3,277,396
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The stockholders voted in favor of the advisory resolution approving the compensation paid to Sohus
named executive officers.
Proposal 3.
In voting on the frequency of future advisory votes on Sohus executive
compensation, the number of votes cast in favor of every one, two, and three years, and the number of abstentions and
non-votes,
are as follows:
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Every year
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Every two years
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Every three years
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Abstentions
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Non-Votes
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25,042,656
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6,078
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1,005,002
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3,607
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3,277,396
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The stockholders voted in favor of having future advisory votes on executive compensation occur every year.
Proposal 4.
The number of votes cast for and against ratification of the appointment of PricewaterhouseCoopers Zhong
Tian LLP as Sohus independent auditors, and the number of abstentions and
non-votes,
are as follows:
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For
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Against
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Abstentions
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Non-Votes
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29,075,060
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225,828
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33,851
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0
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The ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as Sohus independent
auditors was approved.
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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 hereunto duly authorized.
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DATED: June 20, 2017
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SOHU.COM INC.
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By:
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/s/ Joanna Lv
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Joanna Lv
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Acting Chief Financial Officer
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3
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