Item 5.07 Submission
of Matters to a Vote of Security Holders.
On May 24, 2023, Renren Inc.
(the “Company”) held its 2023 Annual General Meeting of Shareholders (the “Meeting”). Holders of a total of 3,408,148,949
votes of the Company, constituting more than one-third of all voting power of the Company’s share capital in issue as
of the March 28, 2023 (the “Record Date”), were present in person or by proxy at the Meeting, thereby constituting a quorum
for the purpose of the Meeting. Abstentions and broker non-votes were counted as present for the purpose of determining the presence
or absence of a quorum.
All matters presented to the Company’s shareholders
at the Meeting were voted on by the holders of the Company’s Class A ordinary shares and Class B ordinary shares, voting together
as a single class. Holders of the Company’s American Depositary Shares(s) (“ADS(s)”) as of the Record Date exercised
the voting rights with respect to the underlying Class A ordinary shares in accordance with the provisions of the Deposit Agreement with
Citibank, N.A., the depositary for the ADSs.
The matters as briefly described below were voted
on by the Company’s shareholders and approved at the Meeting. Detailed descriptions of the proposals and the applicable voting procedures
at the Meeting are contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April
14, 2023 (the “Proxy Statement”). The final voting results for each matter submitted to a vote of shareholders at the Meeting
are as follows:
Proposal 1: Approval of Change of the Company’s
Legal Name
AS A SPECIAL RESOLUTION: to
approve the change of the Company’s legal name from “Renren Inc.” to “Moatable, Inc.”, effective upon the
time and date as determined by the Company’s Board of Directors (“Board”) at its sole discretion.
| Votes For |
Votes Against |
Abstentions |
| 3,406,360,692 |
1,673,417 |
114,840 |
Accordingly, this Proposal 1 was carried as
a special resolution.
Proposal 2: Advisory Vote on Executive Compensation
AS AN ORDINARY RESOLUTION, to
approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy
Statement (the “Say-on-Pay Vote”).
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 3,400,640,652 |
7,396,742 |
111,555 |
0 |
Accordingly, this Proposal 2 was carried as
an ordinary resolution.
Proposal 3: Advisory Vote on the Frequency
of Solicitation of Advisory Shareholder Approval of Executive Compensation (the “Say-on-Frequency Vote”)
AS AN ORDINARY RESOLUTION, to
indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of the Company’s named
executive officers.
| One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes |
| 1,696,353,536 |
172,080 |
1,711,263,738 |
359,595 |
0 |
Based on the results of the
Say-on-Frequency Vote, and consistent with the recommendation of the Board to the Company’s shareholders in the Proxy Statement,
the Board has determined to conduct a Say-on-Pay Vote every three years until the next required advisory vote on the frequency of future
Say-on-Pay Vote.