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Sohu.com Limited (SOHU) schedules 2026 AGM to elect directors and ratify auditors

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Sohu.com Limited is convening its 2026 Annual General Meeting of Shareholders on September 16, 2026 at 10:00 A.M. China/Beijing time at its Beijing headquarters. Shareholders of record as of the close of business U.S. Eastern Time on August 12, 2026 are entitled to notice and to vote.

Shareholders will vote on electing three nominees — Charles Zhang, Zhonghan Deng, and Dave De Yang — as Class I Directors, each to serve until the second succeeding annual general meeting after election. They will also vote on ratifying PricewaterhouseCoopers Zhong Tian LLP as independent auditors for the fiscal year ending December 31, 2026. Holders of American depositary shares may provide voting instructions through The Bank of New York Mellon. The board recommends voting FOR all director nominees and FOR auditor ratification, and a proxy card is provided to facilitate voting.

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Annual Meeting date September 16, 2026 Date of the 2026 Annual General Meeting at 10:00 A.M. China time
Record date August 12, 2026 Close of business U.S. Eastern Time to determine shareholders entitled to vote
Audit year end December 31, 2026 Fiscal year for which PricewaterhouseCoopers Zhong Tian LLP auditor ratification is sought
Latest Annual Report year end December 31, 2025 Fiscal year covered by the Company’s Form 20-F referenced for the meeting
Board size 6 directors Board consists of six directors divided into Class I and Class II Directors
Class I Directors regulatory
"The Board consists of six directors, and is divided into Class I Directors"
Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.
record date regulatory
"has set the close of business U.S. Eastern time on Wednesday, August 12, 2026 as the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
American depositary shares financial
"Beneficial owners of American depositary shares representing the registrant’s ordinary shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
independent auditors financial
"To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
proxy card regulatory
"THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS"
A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

FAQ

When and where is Sohu (SOHU) holding its 2026 Annual General Meeting?
Sohu.com Limited will hold its 2026 Annual General Meeting on September 16, 2026 at 10:00 A.M. China time at Level 2, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing, People’s Republic of China.

What is the record date for voting at Sohu (SOHU)’s 2026 Annual Meeting?
The record date is the close of business U.S. Eastern Time on August 12, 2026. Shareholders of record at that time are entitled to receive notice of, and vote at, the 2026 Annual General Meeting or any adjournment.

Which director nominees are up for election at Sohu (SOHU)’s 2026 Annual Meeting?
Shareholders will vote on three Class I Director nominees: Charles Zhang, Zhonghan Deng, and Dave De Yang. Each elected Class I Director will hold office until the second succeeding annual general meeting and until a successor is duly elected or appointed.

What auditor ratification is being proposed at Sohu (SOHU)’s 2026 Annual Meeting?
Shareholders are asked to ratify PricewaterhouseCoopers Zhong Tian LLP as Sohu.com Limited’s independent auditors for the fiscal year ending December 31, 2026. This proposal is listed as Proposal II on the proxy card.

How can holders of Sohu (SOHU) American depositary shares vote at the 2026 Annual Meeting?
Holders of American depositary shares (ADSs) may instruct The Bank of New York Mellon, as ADR Depositary, to vote the ordinary shares represented by their ADSs by following the voting card and procedures furnished by the Depositary.

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Form 6-K: How Foreign Companies Report to the SEC →
 
 

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 August 2026

Commission File Number: 001-38511

 

 

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 ☐

 

 
 

The registrant will hold its annual general meeting of shareholders (the “2026 Annual Meeting”) at Level 2, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing, People’s Republic of China, on Wednesday, September 16, 2026 at 10:00 A.M. Beijing Time. The Board of Directors of the registrant has set the close of business U.S. Eastern Time on Wednesday, August 12, 2026 as the record date for the purpose of determining the shareholders of record entitled to notice of, and to vote at, the 2026 Annual Meeting or any adjournment(s) thereof. Beneficial owners of American depositary shares representing the registrant’s ordinary shares who present documentary proof of such beneficial ownership are welcome to attend the 2026 Annual Meeting as observers. The notice of the 2026 Annual Meeting is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Exhibits.

 

99.1    Notice of the Annual General Meeting of Shareholders

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: August 13, 2026

Exhibit 99.1

SOHU.COM LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, SEPTEMBER 16, 2026

Notice is hereby given that the Annual General Meeting of Shareholders (the “2026 Annual Meeting”) of Sohu.com Limited (the “Company”) will be held at Level 2, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing, People’s Republic of China, on Wednesday, September 16, 2026 at 10:00 A.M. China time, to consider and act upon the following matters:

 

  1.

To elect the following nominees to the Company’s Board of Directors (the “Board”) as Class I Directors, each to hold office until the second succeeding annual general meeting of shareholders and until his successor is duly elected or appointed, or until his resignation or removal:

Charles Zhang

Zhonghan Deng

Dave De Yang

 

  2.

To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.

 

  3.

To consider and act upon all other matters which may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof.

The Board consists of six directors, and is divided into Class I Directors and Class II Directors, with three directors in each class. Class I Directors are to serve until the 2026 Annual Meeting and for each successive term expiring at the second succeeding annual general meeting thereafter and Class II Directors are to serve until the 2027 annual general meeting of shareholders and for each successive term expiring at the second succeeding annual general meeting thereafter.

The Board has nominated Charles Zhang, Zhonghan Deng and Dave De Yang, who are currently designated as Class I Directors and whose terms will expire at the 2026 Annual Meeting, to stand for election as Class I Directors. The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if that should be the case, proxies will be voted for the election of substitute nominee(s) selected by the Board, or the Board will fix the number of directors at a lesser number. The proxies may not be voted for a greater number of persons than the number of nominees named in item 1 above. The three nominees receiving a plurality of the votes cast by the shareholders represented at the 2026 Annual Meeting in person or by proxy will be elected as Class I Directors.

The Board recommends that shareholders vote “FOR” election to the Board as Class I Directors of each of the nominees listed in item 1 above and “FOR” item 2 above at the 2026 Annual Meeting. Your vote is very important to the Company.

The Board has set the close of business U.S. Eastern time on Wednesday, August 12, 2026 as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the 2026 Annual Meeting or any adjournment(s) thereof.

The Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission on March 12, 2026 is available for your viewing and downloading at the Company’s website at:

http://investors.sohu.com/financial-information/annual-reports

A hard or soft copy of the Company’s Annual Report will be provided to you at no charge upon your request. Please notify the Company in your request of (i) your mailing address if you request a hard copy of the Annual Report, or (ii) your email address if you request a soft copy of the Annual Report. You can send your request to the Company by mail or e-mail at:

Sohu.com Limited

Level 18, Sohu.com Media Plaza

Block 3, No. 2 Kexueyuan South Road, Haidian District

Beijing 100190, People’s Republic of China

Attention: Pu Huang, Investor Relations

Email: ir@contact.sohu.com

Tel: +86 (10) 6272-6645

You can also find in the Annual Report biographies of the incumbent members of the Board, including biographies of the three Class I Directors, Charles Zhang, Zhonghan Deng, and Dave De Yang, who are standing for election to the Board at the 2026 Annual Meeting.

Whether or not you plan to attend the 2026 Annual Meeting, please complete, date, sign and return the enclosed proxy attached hereto as Exhibit A promptly in the enclosed, pre-addressed envelope provided for that purpose.

A holder of the Company’s American depositary shares (“ADSs”) may instruct The Bank of New York Mellon (the “ADR Depositary”) to vote the Company’s outstanding ordinary shares represented by such holder’s ADSs by completing pursuant to the instructions and procedures of the ADR Depositary the voting card furnished to holders of ADSs by the ADR Depositary.

You are cordially invited to attend the 2026 Annual Meeting.

 

By Order of the Board of Directors,

/s/ Charles Zhang

Charles Zhang
Chief Executive Officer

August 13, 2026

SOHU.COM LIMITED

Level 2, Sohu.com Media Plaza, Block 3,

No. 2 Kexueyuan South Road, Haidian District,

Beijing, People’s Republic of China

Proxy for Annual General Meeting of Shareholders – September 16, 2026

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The person or entity signing this proxy card hereby appoints Ms. Joanna Lv as proxy for such person or entity, with full power of substitution, to act by vote of such proxy, or such substitute as may be present to represent and to vote, at the Annual General Meeting of Shareholders of Sohu.com Limited (the “Company”), to be held on Wednesday, September 16, 2026 at 10:00 A.M., China time, and any adjournment thereof, as designated below, all of the ordinary shares, par value $0.001 per share, of the Company standing in the name of such person or entity on August 12, 2026. If no direction is made, this proxy will be voted FOR Proposals I and II.

 

(Please sign, date and return this proxy in the enclosed postage prepaid envelope.)   

     ☒

Votes must be indicated

(x) in Black or Blue ink.

   

 

PROPOSAL I:    To elect the following three nominees to the Company’s Board of Directors as Class I Directors (as such term is defined in the Company’s articles of association), each to hold office until the second succeeding annual general meeting of shareholders after his election and until his successor is duly elected or appointed, or until his earlier resignation or removal:
      FOR    WITHHOLD
   01 – Charles Zhang    ☐      ☐
   02 – Zhonghan Deng    ☐      ☐
   03 – Dave De Yang    ☐      ☐
PROPOSAL II:    To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
   FOR ☐    AGAINST ☐    ABSTAIN ☐

THE PROXY IS AUTHORIZED TO VOTE IN HER DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

 

1

Note:    Please sign as the undersigned’s name(s) is (are) shown on the certificates to which this proxy applies. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership or limited liability company, please sign in partnership or limited liability company name by authorized person.
   (If an individual or individuals:)
                      Date:        
   Signature   
                     
   Name (please print)   
   (If a partnership, limited liability company, or corporation:)
   Name of Entity:   
                     
   By:                  Date:        
   Name (please print):   
   Title:   

 

2

Source: View Original Filing on SEC EDGAR

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