Form 8-K

 

 

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 17, 2011

 

 

SOHU.COM INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-30961   98-0204667

(State or other jurisdiction

Of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

 

Level 12, Sohu.com Internet Plaza

No. 1 Unit Zhongguancun East Road, Haidian District

Beijing 100084

People’s Republic of China

(011) 8610-6272-6666

(Address, including zip code, of registrant’s principal executive offices

and registrant’s 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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 July 17, 2011:

 

  1. Election of four directors, to serve for a two-year term or until their earlier death, resignation or removal;

 

  2. Advisory vote on executive compensation;

 

  3. Advisory vote on the frequency of future advisory votes on executive compensation; and

 

  4. Ratification of the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as Sohu’s independent auditors for the fiscal year ending December 31, 2011.

Information regarding the foregoing proposals is incorporated by reference herein from Sohu’s proxy statement filed with the SEC on April 29, 2011

Proposal 1. The number of votes cast for and withheld from the four persons nominated for election as directors, and the number of non-votes, are as follows:

 

Nominee

    For      Withheld      Broker
Non-Votes		  

Dr. Charles Zhang

      22,474,883         289,712         5,500,097   

Mr. Charles Huang

      22,707,509         57,086         5,500,097   

Dr. Dave Qi

      17,330,886         5,433,709         5,500,097   

Mr. Shi Wang

      14,927,836         7,836,759         5,500,097   

Dr. Zhang, Mr. Huang, Dr. Qi and Mr. Wang were each elected as directors.

Proposal 2. The number of votes cast for and against advisory approval of the compensation paid to Sohu 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 Sohu’s proxy statement filed with the SEC on April 29, 2011, and the number of abstentions and non-votes, are as follows:

 

For      Against      Abstentions     

Broker

Non-Votes

  
  22,713,761         40,395         10,439         5,500,097   

The stockholders voted in favor of advisory approval of the compensation of Sohu’s named executive officers.

Proposal 3. The number of votes cast for a frequency of every year, a frequency of every two years, and a frequency of every three years, respectively, for future advisory votes on executive compensation, until the next required advisory vote on such frequency, and the number of abstentions and non-votes, are as follows:

 

Every Year      Every Two Years      Every Three Years      Abstentions     

Broker

Non-Votes

  
  13,926,124         21,508         8,811,276         5,687         5,500,097   

The stockholders voted for a frequency of every year for future advisory votes on executive compensation, until the next required advisory vote on such frequency.

 

2

In the light of such stockholder vote, Sohu’s Board of Directors has determined that Sohu will include an advisory stockholder vote on executive compensation in the proxy materials for each annual meeting of its stockholders until and including the next required advisory vote on the frequency of such votes.

Proposal 4. The number of votes cast for and against ratification of the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as Sohu’s independent auditors, and the number of abstentions and non-votes, are as follows:

 

For      Against      Abstentions     

Broker

Non-Votes

  
  28,153,674         93,997         17,021         0   

The ratification of the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as Sohu’s independent auditors was approved.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

None

 

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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.

 

DATED: February 9, 2012   SOHU.COM INC.
  By:  

/S/    CAROL YU        

    Carol Yu
    Co-President and Chief Financial Officer

 

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