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 Under
the Securities Exchange Act of 1934
For the month of September, 2026
Commission File Number: 001-36614
Alibaba Group Holding Limited
(Registrant’s name)
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
(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
x Form 40-F ¨
EXHIBITS
Exhibit 99.1 – Voting Results of Annual General Meeting
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, thereunto duly authorized.
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ALIBABA GROUP HOLDING LIMITED |
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| Date: September 22, 2026 |
By: |
/s/ Kevin Jinwei ZHANG |
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Name: |
Kevin Jinwei ZHANG |
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Title: |
Company Secretary |
Exhibit 99.1
VOTING
RESULTS OF 2026 ANNUAL GENERAL MEETING
Reference is made to
the proxy statement of the Company dated August 6, 2026 (the “Proxy Statement”). Unless otherwise
defined herein, capitalized terms in this announcement shall have the same meanings as defined in the Proxy Statement.
At the General Meeting
held on September 22, 2026, the requisite majorities of the shareholders voted in favor of the following proposals, and accordingly
each such resolution was duly passed as an ordinary resolution:
| · | to
grant a general mandate to the Board to issue, allot and/or otherwise deal with additional
Ordinary Shares (including in the form of ADSs) of the Company (including any sale or transfer of
Treasury Shares) during the Issuance Period not exceeding 10% of the number of issued Ordinary Shares of the Company (excluding Treasury
Shares) as of the date of passing of this ordinary resolution and any Ordinary Shares to be issued and allotted pursuant to this mandate
shall not be at a discount of more than 10% to the Benchmarked Price (the “Share Issuance Mandate”), as detailed in the
Proxy Statement; |
| · | to
grant a general mandate to the Board to repurchase Ordinary Shares (including in the form
of ADSs) of the Company during the Repurchase Period not exceeding 10% of the number of issued
Ordinary Shares of the Company (excluding Treasury Shares) as of the date of passing of this
ordinary resolution (the “Share Repurchase Mandate”), as detailed in the
Proxy Statement; |
| · | to
elect each of Maggie Wei WU, Kabir MISRA and Weijian SHAN to serve as Group III directors
for a term of office to expire at the Company’s 2029 annual general meeting; and |
| · | to
approve the appointments of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers
as the U.S. and Hong Kong independent registered public accounting firms of the Company, respectively, until the conclusion of the next
annual general meeting of the Company and for the Board to determine their remuneration (collectively, the “Auditor Appointments”). |
As at the date of the
General Meeting, the Company had an aggregate of 19,892,488,918 Ordinary
Shares in issue (including those underlying ADSs and excluding Treasury Shares, if any). Therefore, the Company would be allowed to (i) issue
or resell (in the case of Treasury Shares) a maximum of 1,989,248,891 Ordinary Shares under the Share
Issuance Mandate; and (ii) repurchase a maximum of 1,989,248,891 Ordinary Shares under the Share
Repurchase Mandate.
Eddie
Yongming WU, as the chairman of the General Meeting, J. Michael EVANS as director, and Jerry YANG, Kabir
MISRA, Wan Ling MARTELLO, Irene Yun-Lien LEE and Albert Kong Ping NG as independent directors of the
Company, attended the General Meeting.
The results of the votes are
as follows:
| | |
For | | |
Against | | |
Abstain | |
| Resolutions1 | |
Votes | | |
% | | |
Votes | | |
% | | |
Votes | | |
% | |
| By ordinary resolutions: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Grant the Share Issuance Mandate | |
| 12,229,709,872 | | |
| 97.6 | % | |
| 283,410,555 | | |
| 2.3 | % | |
| 14,541,271 | | |
| 0.1 | % |
| Grant the Share Repurchase Mandate | |
| 12,500,413,096 | | |
| 99.8 | % | |
| 14,069,911 | | |
| 0.1 | % | |
| 13,161,341 | | |
| 0.1 | % |
| Election of Directors | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Maggie Wei WU (Group III) | |
| 12,194,258,280 | | |
| 97.3 | % | |
| 316,001,987 | | |
| 2.5 | % | |
| 17,377,181 | | |
| 0.1 | % |
| Kabir MISRA (Group III) | |
| 12,300,461,737 | | |
| 98.2 | % | |
| 193,327,374 | | |
| 1.5 | % | |
| 33,836,147 | | |
| 0.3 | % |
| Weijian SHAN (Group III) | |
| 12,279,346,371 | | |
| 98.0 | % | |
| 214,498,888 | | |
| 1.7 | % | |
| 33,780,089 | | |
| 0.3 | % |
| Auditor Appointments | |
| 8,921,932,122 | | |
| 71.2 | % | |
| 3,589,459,490 | | |
| 28.7 | % | |
| 16,235,336 | | |
| 0.1 | % |
| 1. | Please refer to the Notice of Annual
General Meeting and the Proxy Statement for the full text and details of the resolutions. |
The
Company was granted a discretionary proxy by Citibank, N.A., the depositary of the ADSs, pursuant to the Deposit Agreement governing
the ADSs, to vote the Ordinary Shares underlying approximately 297 million ADSs (each ADS represents eight Ordinary Shares) for
which no voting instructions were given by the holders. The Company designated Eddie Yongming WU, Chief Executive Officer, who
exercised the discretionary proxy on behalf of the Company to vote in favor of each of the proposals submitted for shareholder
approval at the General Meeting.
A
total of 12,527,670,899 Ordinary Shares, including those underlying ADSs, representing approximately 65.3% of the Ordinary Shares issued as of August 5,
2026, the record date, were present in person or by proxy at the General Meeting.
Among the
Ordinary Shares issued as of the record date, 18,654,102,647 Ordinary Shares, including those underlying ADSs, entitled the holders to
attend and vote on the resolutions at the General Meeting. As of the record date, the Company has no Treasury Shares and no repurchased
Ordinary Shares pending cancellation. The following Ordinary Shares were excluded from the number of Ordinary Shares entitled to attend
and vote on the resolutions at the General Meeting, and no voting rights of such Ordinary Shares have been exercised at the General Meeting:
| · | 518,540,135
Ordinary Shares that were held by the trustee of the Company’s equity incentive schemes,
who was required under Rule 17.05A of the Hong Kong Listing Rules to abstain from
voting (whether in favor or against) on matters that require shareholders’ approval
under the Hong Kong Listing Rules. Other than the trustee of the Company’s equity incentive
schemes, no other shareholder was required under the Hong Kong Listing Rules to abstain
from voting on any of the resolutions at the General Meeting. |
In
addition, under the Hong Kong Listing Rules, certain shareholders may be required to abstain from voting in favor of certain matters
at the General Meeting. Pursuant to Rule 13.40 of the Hong Kong Listing Rules, these shareholders may vote against the relevant
resolutions, provided that their intention to do so has been stated in the Proxy Statement. No shareholders have stated their intention
to vote against or abstain from voting on any of the resolutions proposed at the General Meeting in the Proxy Statement.
Our
Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the General
Meeting.
