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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2019
Commission File Number: 000-38511
SOHU.COM LIMITED
(Exact name of registrant as specified in its charter)
Level 18, Sohu.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190, People’s Republic of China
+86-10-6272-6666
(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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ No ☒
On September 12, 2019, the registrant held its annual general meeting of shareholders (the “2019 Annual Meeting”) in Beijing, China. The following proposals were submitted to the shareholders at the 2019 Annual Meeting:
| 1. | Election of three nominees as Class II Directors (as such term is defined in the registrant’s articles of association), each to serve until the second succeeding annual general meeting of shareholders and his successor is duly elected or appointed, or until his earlier resignation or removal; and |
| 2. | Ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as the registrant’s independent auditors for the fiscal year ending December 31, 2019. |
Information regarding the foregoing proposals is incorporated by reference herein from the registrant’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on August 5, 2019.
Proposal 1. The numbers of votes cast for and withheld from the three persons nominated for election as Class II Directors are as follows:
| Nominees |
For | Withheld | ||||||
| Mr. Charles Huang |
13,020,078 | 13,016,556 | ||||||
| Dr. Dave Qi |
10,775,356 | 15,261,278 | ||||||
| Mr. Shi Wang |
11,993,554 | 14,043,080 | ||||||
Each of Mr. Charles Huang, Dr. Dave Qi, and Mr. Shi Wang received a plurality of the votes cast at the 2019 Annual Meeting and was elected as a Class II Director.
Proposal 2. The numbers of votes cast for and against ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as the registrant’s independent auditors, and the number of abstentions, are as follows:
| For |
Against | Abstentions | ||||||
| 11,383,360 |
13,989,846 | 663,428 | ||||||
The appointment of PricewaterhouseCoopers Zhong Tian LLP as the registrant’s independent auditors was not ratified by the shareholders of the registrant. The audit committee of the Board of Directors of the registrant is responsible for selecting and appointing the registrant’s independent auditors. The shareholders do not have the power under the registrant’s memorandum and articles of association or Cayman Islands law to appoint the registrant’s independent auditors. Accordingly, this shareholder vote is advisory only, and is not binding on the registrant or the audit committee.
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SIGNATURE
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.
| SOHU.COM LIMITED | ||
| By: | /s/ Joanna Lv | |
| Name: | Joanna Lv | |
| Title: | Chief Financial Officer | |
Date: September 12, 2019
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