BEIJING, Nov. 7, 2017 /PRNewswire/ -- SINA
Corporation ("SINA" or the "Company") (NASDAQ: SINA), a leading
online media company serving China
and the global Chinese communities, today announced the final vote
count for the Company's 2017 Annual General Meeting of Shareholders
(the "2017 AGM") held in Hong Kong
on November 3, 2017, as well as the
Company's new initiatives to enhance its board and shareholding
structure.
2017 AGM Results
Based on a certified vote count provided by Computershare Hong
Kong Investor Services Limited ("Computershare"), acting as the
Company's independent Inspector of Elections for the 2017 AGM, SINA
shareholders have voted to re-elect SINA director, Yichen Zhang. The two nominees proposed by SINA
shareholder Aristeia Capital, L.L.C. ("Aristeia"), Brett Krause and Thomas
Manning, were not elected to the Board.
The tabulation of the voting results from Computershare for the
proposals presented at the 2017 AGM are as follows:
SINA Board of Directors Nominee:
Director
|
|
Votes
For
|
|
|
Votes Against
|
Votes Abstain
|
|
Yichen
Zhang
|
|
43,933,952
|
|
|
2,850,587
|
4,492,637
|
|
Aristeia's Nominees:
Director
|
|
Votes
For
|
|
|
Votes Against
|
Votes Abstain
|
Brett
Krause
|
|
11,544,633
|
|
|
39,336,262
|
396,177
|
Thomas
Manning
|
|
22,410,145
|
|
|
28,727,815
|
139,113
|
Ratify the Appointment of PricewaterhouseCoopers Zhong Tian
LLP:
|
Votes
For
|
|
|
Votes Against
|
Votes Abstain
|
|
50,109,609
|
|
|
309,481
|
857,314
|
Based on proxies submitted, the quorum at the 2017 AGM was
approximately 72% of SINA's outstanding shares. The tabulation of
the voting results for the proposals presented indicates that
approximately 94% of votes cast were in support of Mr. Zhang and
approximately 77% and 56% of votes cast were against Messrs. Krause
and Manning, respectively.
Initiative to Enhance Board Structure
Following the 2017 AGM, the Company's Board of Directors (the
"Board") resolved to establish a nominating and corporate
governance committee of the Board (the "Nominating Committee"),
comprised of independent directors Mr. Yichen Zhang and Mr. Yan
Wang, to be responsible for matters delegated to the
Nominating Committee, as set forth in the Nominating Committee
charter adopted by the Board. Currently, four out of five
directors on the Board are independent directors. Under Rule
405 of the U.S. Securities Act of 1933, as amended, Sina is a
foreign private issuer. As such, the Company is permitted
under the Nasdaq Stock Market Rules to rely on home country
practice with respect to its board and committee composition.
In the interest of the Company and all of its shareholders, the
Board intends to hold itself to the highest corporate governance
standards, and has decided not to rely on home country practice
with respect to the majority independent board and independent
board committee requirements under Nasdaq rules. The Board has
instructed and authorized the Nominating Committee to commence an
active search of highly qualified independent director candidates
who have suitable credentials and backgrounds that complement the
existing Board and can bring additional value to the Company.
Initiative to Enhance Shareholding Structure
As a foreign private issuer, the Company is not subject to proxy
rules under U.S. securities law and is not required to file proxy
solicitation materials in connection with annual or special
shareholders meetings. However, to protect the Company's interests
and stability, the Company's directors and senior management had to
divert significant amount of time, attention and efforts from the
Company's normal business operations and strategic planning, and
the Company had to utilize significant amount of resources, to
prepare proxy solicitation materials and engage in the recent proxy
contest that concluded at the 2017 AGM. The Company believes any
future proxy contest could be costly, time consuming and
disruptive. More importantly, any proxy contest initiated by
any shareholder with potentially value destructive proposals may
materially and adversely affect the Company's stability in a highly
regulated environment and its ability to execute business
strategies for shareholder value enhancement over the long term
under the leadership of the Board and its senior management.
In light of the foregoing, the Company has been exploring
possible ways permitted under applicable laws and the Company's
articles of association to protect itself from potentially
disruptive and value destructive situations in the future.
Subsequent to the 2017 AGM, upon authorization and approval by the
Board and the independent audit committee and in accordance with
the Company's articles of association, the Company issued 7,150
newly created Class A Preference Shares with 10,000 votes per share
initially (the "Class A Preference Shares"), at par value of
US$1.00 per share, to New Wave MMXV
Limited ("New Wave"), a holding company that holds 7,944,386
Ordinary Shares of the Company on behalf of senior management of
the Company and is controlled by Mr. Charles Chao. This new issuance of the
Class A Preference Shares to New Wave effectively enables New Wave
to have voting power equivalent to 10 votes for each Ordinary Share
currently held by it. The following is a summary of the key
terms of the Class A Preference Shares:
-- The Class A Preference Shares have no economic right nor any
right to dividend or any other distribution of the Company.
-- The Class A Preference Shares are entitled to vote on all
matters submitted to a general meeting of the Company. When
New Wave sells or otherwise transfers any number of Ordinary Shares
held by it to a third party which is not an affiliate of New Wave,
the number of votes that each Class A Preference Share is entitled
to will be reduced proportionally.
-- On any resolution to elect a director where the nominee is an
executive officer of the Company, the votes attaching to the Class
A Preference Shares on such resolution shall not be counted if a
majority of the votes cast by the holders of the Company's ordinary
shares is against the appointment of such nominee.
-- For all matters that are required to be subject to shareholder
approval under Rule 5635 of the Nasdaq Stock Market Rules, New Wave
shall vote the Class A Preference Shares in accordance with the
Board's recommendation to the extent the board determines to submit
any such matter to shareholder approval.
-- When New Wave ceases to be controlled by any person holding
executive office in the Company, the Class A Preference Shares
shall cease to have any voting right.
Immediately after the Company's issuance of 7,150 Class A
Preference Shares to New Wave, New Wave's aggregate voting power in
the Company increased from approximately 11.1% to approximately
55.5%.
About SINA
We are an online media company serving China and the global Chinese communities. Our
digital media network of SINA.com (portal), SINA.cn (mobile
portal), SINA Mobile Apps and Weibo.com (social media) enable
Internet users to access professional media and user generated
content in multi-media formats from the web and mobile devices and
share their interests to friends and acquaintances.
SINA.com offers distinct and targeted professional content on
each of its region-specific websites and a full range of
complementary offerings. SINA.cn and SINA Mobile Apps provide news
information, professional and entertainment content from SINA.com
customized for mobile users in WAP (mobile browser) and mobile
application format. Weibo is a leading social media platform for
people to create, distribute and discover Chinese-language content.
Based on an open platform architecture, Weibo allows users to
create and post feeds and attach multi-media content, as well as
access a wide range of organically and third-party developed
applications, such as online games.
Through these properties and other product lines, we offer an
array of online media and social media services to our users to
create a rich canvas for businesses and advertisers to effectively
connect and engage with their targeted audiences.
Safe Harbor Statement
This communication contains forward-looking statements that
relate to, among other things, SINA's expected performance and
SINA's strategic and operational plans. SINA may also make
forward-looking statements in the Company's periodic reports to the
U.S. Securities and Exchange Commission (the "SEC"), in its annual
report to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to third parties. Statements that are not historical
facts, including statements about the Company's beliefs and
expectations, are forward-looking statements. These forward-looking
statements can be identified by terminology such as "will,"
"expects," "anticipates," "future," "intends," "plans," "believes,"
"confidence," "estimates" and similar statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
important factors could cause actual results to differ materially
from those contained in any forward-looking statement. Potential
risks and uncertainties include, but are not limited to, failure to
meet internal or external expectations of future performance given
the rapidly evolving markets; condition of the global financial and
credit market; the uncertain regulatory landscape in China; fluctuations in the Company's quarterly
operating results; the Company's reliance on online advertising
sales and value-added services for a majority of its revenues;
failure to successfully develop, introduce, drive adoption of or
monetize new features and products; failure to enter and develop
the small and medium enterprise market by the Company or through
cooperation with other parties; failure to successfully integrate
acquired businesses; risks associated with the Company's
investments, including equity pick-up and impairment; and failure
to compete successfully against new entrants and established
industry competitors. Further information regarding these and other
risks is included in SINA's annual report on Form 20-F for the year
ended December 31, 2016 and its other
filings with the SEC. Past performance is not necessarily
indicative of future results. Given these uncertainties, you should
not place undue reliance on these forward-looking statements. The
information in this communication is provided only as of the date
hereof, and SINA assumes no obligation to update its
forward-looking statements in this communication or elsewhere,
except as required by law.
Contacts
Investor Relations
SINA Corporation
Phone: 8610-5898 3336
Email: ir@staff.SINA.com.cn
Media
Ed Trissel / Nick Lamplough
Joele Frank, Wilkinson Brimmer
Katcher
Phone: 212-355-4449
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SOURCE SINA Corporation