Zhihu (NYSE: ZH) clears all 2026 AGM votes, renews mandates and incentive plan

Rhea-AI Filing Summary

Zhihu Inc. reported that all resolutions at its June 30, 2026 annual general meeting were approved. Shareholders re-elected Qu Chen, Zhaohui Li, and Hope Ni to the board and re-appointed PricewaterhouseCoopers firms as auditors through the next annual meeting.

Investors granted directors a general mandate to issue, allot, and deal with additional Class A ordinary shares up to 20% of the issued and outstanding share capital and a separate mandate to repurchase shares and ADSs up to 10%. Shareholders also approved the amended and restated 2022 share incentive plan and, conditionally on that, a service provider sublimit. As of the share record date, the company had 266,141,270 issued shares, with 261,160,946 shares entitled to vote at the meeting.

Key Figures

Issued shares: 266,141,270 shares Voting shares at AGM: 261,160,946 shares Class A shares: 250,907,515 shares +5 more

8 metrics

Issued shares 266,141,270 shares Total issued shares as of the share record date

Voting shares at AGM 261,160,946 shares Shares entitled to attend and vote on resolutions 1 to 8

Class A shares 250,907,515 shares Class A ordinary shares issued, including 5,174,334 bulk issuance shares

Class B shares 15,233,755 shares Class B ordinary shares issued as of the share record date

Unvested scheme shares 24,718,175 shares Unvested Class A ordinary shares held by scheme trustees

Repurchased shares pending cancellation 4,980,324 shares Repurchased shares excluded from issued shares for AGM purposes

Issuance mandate limit 20% of issued shares General mandate to issue additional shares, excluding treasury shares

Repurchase mandate limit 10% of issued shares General mandate to repurchase shares and ADSs, excluding treasury shares

Key Terms

Annual General Meeting, general mandate, Amended and Restated 2022 Share Incentive Plan, weighted voting rights, +2 more

6 terms

Annual General Meeting financial

"Zhihu Inc. Announces Results of the Annual General Meeting"

general mandate financial

"the directors of the Company are granted a general mandate to issue, allot, and deal with additional Class A ordinary shares"

A general mandate is a broad authorization shareholders give a company’s board to take routine capital actions—such as issuing new shares, buying back stock, or changing share capital—without needing a separate vote each time. It matters to investors because it lets management react quickly to opportunities or risks, like raising money or defending against takeovers; think of it as a standing permission slip that speeds decisions but should be monitored to avoid unexpected dilution.

Amended and Restated 2022 Share Incentive Plan financial

"the amended and restated 2022 share incentive plan is adopted"

weighted voting rights financial

"A company controlled through weighted voting rights and incorporated in the Cayman Islands"

A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.

treasury shares financial

"not exceeding 20% of the total number of issued and outstanding shares of the Company (excluding any treasury shares)"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

ADSs financial

"to repurchase shares and/or ADSs of the Company not exceeding 10% of the total number of issued and outstanding shares"

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

Available on EDGAR 07/01/2026 - 07:43 AM Accepted by SEC EDGAR 07/01/2026 - 07:42 AM Learn about SEC filing dates

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 July 2026

Commission File Number: 001-40253

Zhihu Inc.

(Registrant’s Name)

18 Xueqing Road

Haidian District, Beijing 100083

People’s Republic of China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x      Form 40-F o

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release—Zhihu Inc. Announces Results of the Annual General Meeting
99.2		Announcement—Poll Results of the Annual General Meeting Held on June 30, 2026

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.

	Zhihu Inc.
	By	:	/s/ Han Wang
	Name	:	Han Wang
	Title	:	Chief Financial Officer

Date: July 1, 2026

Exhibit 99.1

Zhihu Inc. Announces Results of the Annual General Meeting

BEIJING, China, June 30, 2026 — Zhihu Inc. (NYSE: ZH; HKEX: 2390) (“Zhihu” or the “Company”), a leading online content community in China, today announced that each of the proposed resolutions submitted for shareholders’ approval (the “Proposed Resolutions”) as set forth in the notice of annual general meeting dated June 8, 2026 (the “AGM Notice”) has been adopted at its annual general meeting of shareholders held in Beijing, China today.

After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) Mr. Qu Chen, Mr. Zhaohui Li, and Ms. Hope Ni are re-elected as directors of the Company, (ii) the directors of the Company are granted a general mandate to issue, allot, and deal with additional Class A ordinary shares of the Company or equivalents and a general mandate to repurchase the Company’s own shares, respectively, on the terms and in the periods as set out in the AGM Notice, and (iii) the amended and restated 2022 share incentive plan is adopted.

About Zhihu Inc.

Zhihu Inc. (NYSE: ZH; HKEX: 2390) is a leading online content community where people come to find solutions, make decisions, seek inspiration, and have fun. Since the initial launch in 2010, Zhihu has grown into the largest Q&A-inspired online content community in China. For more information, please visit https://ir.zhihu.com. 

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

Zhihu Inc.
Email: ir@zhihu.com

Christensen Advisory
Roger Hu
Tel: +86-10-5900-1548
Email: zhihu@christensencomms.com 

Exhibit 99.2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Zhihu Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(NYSE: ZH; HKEX: 2390)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON JUNE 30, 2026

Reference is made to the notice of Annual General Meeting (the “AGM”) dated June 8, 2026 (the “Notice”) and the circular to holders of the Company’s Shares (the “Shareholders”) dated June 8, 2026 (the “Circular”) of Zhihu Inc. (the “Company”). Unless otherwise required by the context, capitalised terms used in this announcement shall have the same meanings as defined in the Circular and/or the Notice.

The board of directors (the “Board”) of the Company is pleased to announce that the AGM was held on June 30, 2026 at Room Xinzhi, Floor 1, Zone C, China Industry-Academy-Research Achievement Transformation Center, No. 18A Xueqing Road, Haidian District, Beijing, the People’s Republic of China. All resolutions at the AGM have been duly passed. As of the Share Record Date, the total number of issued Shares was 266,141,270 Shares, comprising 250,907,515 Class A Ordinary Shares (including the 5,174,334 Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Company (“Bulk Issuance Shares”)) and 15,233,755 Class B Ordinary Shares. The trustees of the share schemes of the Company which held in aggregate 24,718,175 unvested Class A Ordinary Shares awarded and the holder of the Bulk Issuance Shares, were required to abstain from voting on all the resolutions proposed at the AGM. Save as disclosed above, there was no Shareholder who was required under Listing Rules to abstain from voting on any resolution proposed at the AGM, nor any Shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution at the AGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that it intends to vote against or in abstention in respect of any resolution proposed at the AGM. There were (a) no treasury Shares held by the Company (including any treasury Shares held or deposited with CCASS) and (b) 4,980,324 repurchased Shares which are pending cancellation and should be excluded from the total number of issued Shares for the purpose of the AGM.

Accordingly, the total number of shares of the Company entitling the holder to attend and vote on the resolutions numbered 1 to 8 at the AGM was 261,160,946 Shares, comprising 245,927,191 Class A Ordinary Shares (including the 5,174,334 Bulk Issuance Shares as of the Share Record Date) and 15,233,755 Class B Ordinary Shares.

According to the Articles of Association, (i) with regard to resolutions 1, 2(a)(i), 2(a)(ii), 2(b), 3, 4, 5, 7 and 8, each Class A ordinary share shall entitle its holder to one vote and each Class B ordinary share shall entitle its holder to ten votes on a poll at the AGM; (ii) with regard to resolutions 2(a)(iii) and 6, each Class A ordinary share and each Class B ordinary share shall entitle its holder to one vote on a poll at the AGM.

1

In accordance with the provisions of the Listing Rules, voting on the resolutions at the AGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the AGM are set out as follows:

			NUMBER OF VOTES CAST AND PERCENTAGE			TOTAL	TOTAL
	ORDINARY RESOLUTIONS			(%)		NUMBER	NUMBER
						OF VOTING	OF VOTES
			FOR	AGAINST	ABSTAIN1	SHARES	CAST
1.	To receive, consider, and	Class A ordinary	227,674,177	22,482	1,266,585	227,696,659	227,696,659
	adopt the audited consolidated	shares	(99.990126%)	(0.009874%)
	financial statements of the
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
	Company as of and for the
	year ended December 31, 2025	shares	(100.000000%)	(0.000000%)
	and the reports of the directors	TOTAL	380,011,727	22,482	1,266,585	242,930,414	380,034,209
	of the Company and auditor	NUMBER	(99.994084%)	(0.005916%)
	thereon.	(CLASS A &
		CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.
2(a)(i)	To re-elect Mr. Qu Chen as a	Class A ordinary	225,838,582	2,090,925	1,033,737	227,929,507	227,929,507
	non-executive director.	shares	(99.082644%)	(0.917356%)
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
		shares	(100.000000%)	(0.000000%)
		TOTAL	378,176,132	2,090,925	1,033,737	243,163,262	380,267,057
		NUMBER	(99.450143%)	(0.549857%)
		(CLASS A &
		CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.
2(a)(ii)	To re-elect Mr. Zhaohui Li as	Class A ordinary	227,507,301	419,206	1,036,737	227,926,507	227,926,507
	a non-executive director.	shares	(99.816078%)	(0.183922%)
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
		shares	(100.000000%)	(0.000000%)
		TOTAL	379,844,851	419,206	1,036,737	243,160,262	380,264,057
		NUMBER	(99.889759%)	(0.110241%)
		(CLASS A &
		CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.

¹ According to the Companies Act (As Revised) of the Cayman Islands and the Articles of Association, the Shares in abstention do not need to be calculated as votes.

2

			NUMBER OF VOTES CAST AND PERCENTAGE			TOTAL	TOTAL
	ORDINARY RESOLUTIONS			(%)		NUMBER	NUMBER
						OF VOTING	OF VOTES
			FOR	AGAINST	ABSTAIN1	SHARES	CAST
2(a)(iii)	To re-elect Ms. Hope Ni as	Class A ordinary	225,595,147	2,331,360	1,036,737	227,926,507	227,926,507
	an independent non-executive	shares	(98.977144%)	(1.022856%)
	director.
		Class B ordinary	15,233,755	0	0	15,233,755	15,233,755
								shares	(100.000000%)	(0.000000%)
		TOTAL	240,828,902	2,331,360	1,036,737	243,160,262	243,160,262
		NUMBER	(99.041225%)	(0.958775%)
		(CLASS A &
		CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.
2(b)	To authorize the board of	Class A ordinary	227,826,601	98,853	1,037,790	227,925,454	227,925,454
	directors of the Company to fix	shares	(99.956629%)	(0.043371%)
	the remuneration of directors.
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
								shares	(100.000000%)	(0.000000%)
		TOTAL	380,164,151	98,853	1,037,790	243,159,209	380,263,004
		NUMBER	(99.974004%)	(0.025996%)
		(CLASS A &
		CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.
3.	To grant a general mandate	Class A ordinary	217,631,469	10,276,756	1,055,019	227,908,225	227,908,225
	to the directors to issue, allot,	shares	(95.490836%)	(4.509164%)
	and deal with additional Class
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
	A ordinary shares of the
	Company (including any sale	shares	(100.000000%)	(0.000000%)
	or transfer of treasury shares	TOTAL	369,969,019	10,276,756	1,055,019	243,141,980	380,245,775
	out of treasury) not exceeding	NUMBER	(97.297339%)	(2.702661%)
	20% of the total number of	(CLASS A &
	issued and outstanding shares	CLASS B)
	of the Company (excluding any
	treasury shares) as of the date
	of passing of this resolution.
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.

3

			NUMBER OF VOTES CAST AND PERCENTAGE			TOTAL	TOTAL
	ORDINARY RESOLUTIONS			(%)		NUMBER	NUMBER
						OF VOTING	OF VOTES
			FOR	AGAINST	ABSTAIN1	SHARES	CAST
4.	To grant a general mandate	Class A ordinary	227,885,584	22,650	1,055,010	227,908,234	227,908,234
	to the directors to repurchase	shares	(99.990062%)	(0.009938%)
	shares and/or ADSs of the
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
	Company not exceeding 10%
	of the total number of issued	shares	(100.000000%)	(0.000000%)
	and outstanding shares of	TOTAL	380,223,134	22,650	1,055,010	243,141,989	380,245,784
	the Company (excluding any	NUMBER	(99.994043%)	(0.005957%)
	treasury shares) as of the date	(CLASS A &
	of passing of this resolution.	CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.
5.	To extend the general mandate	Class A ordinary	202,428,358	25,499,796	1,035,090	227,928,154	227,928,154
	granted to the directors to	shares	(88.812354%)	(11.187646%)
	issue, allot, and deal with
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
	additional shares in the capital
	of the Company (including	shares	(100.000000%)	(0.000000%)
	any sale or transfer of treasury	TOTAL	354,765,908	25,499,796	1,035,090	243,161,909	380,265,704
	shares out of treasury) by the	NUMBER	(93.294216%)	(6.705784%)
	aggregate number of the shares	(CLASS A &
	and/or shares underlying ADSs	CLASS B)
	repurchased by the Company.
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.
6.	To re-appoint Pricewaterhouse	Class A ordinary	219,857,725	8,068,680	1,036,839	227,926,405	227,926,405
	Coopers and Pricewaterhouse	shares	(96.459963%)	(3.540037%)
	Coopers Zhong Tian LLP as
		Class B ordinary	15,233,755	0	0	15,233,755	15,233,755
	auditors of the Company to
	hold office until the conclusion	shares	(100.000000%)	(0.000000%)
	of the next annual general	TOTAL	235,091,480	8,068,680	1,036,839	243,160,160	243,160,160
	meeting of the Company and	NUMBER	(96.681743%)	(3.318257%)
	to authorize the board of	(CLASS A &
	directors of the Company to fix	CLASS B)
	their remuneration for the year
	ending December 31, 2026.
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.

4

			NUMBER OF VOTES CAST AND PERCENTAGE			TOTAL	TOTAL
	ORDINARY RESOLUTIONS			(%)		NUMBER	NUMBER
						OF VOTING	OF VOTES
			FOR	AGAINST	ABSTAIN1	SHARES	CAST
7.	To approve the adoption of the	Class A ordinary	217,699,737	10,225,717	1,037,790	227,925,454	227,925,454
	Amended and Restated 2022	shares	(95.513570%)	(4.486430%)
	Share Incentive Plan.
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
								shares	(100.000000%)	(0.000000%)
		TOTAL	370,037,287	10,225,717	1,037,790	243,159,209	380,263,004
		NUMBER	(97.310883%)	(2.689117%)
		(CLASS A &
		CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.
8.	Conditional upon the passing	Class A ordinary	202,143,998	25,781,345	1,037,901	227,925,343	227,925,343
	of resolution 7, to approve	shares	(88.688689%)	(11.311311%)
	the adoption of the Service
		Class B ordinary	152,337,550	0	0	15,233,755	152,337,550
	Provider Sublimit.	shares	(100.000000%)	(0.000000%)
					TOTAL	354,481,548	25,781,345	1,037,901	243,159,098	380,262,893
		NUMBER	(93.220126%)	(6.779874%)
		(CLASS A &
		CLASS B)
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
	attending the AGM cast in favour thereof.

The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.

All directors of the Company, namely Mr. Yuan Zhou, Mr. Dahai Li, Mr. Zhaohui Li, Mr. Qu Chen, Ms. Hope Ni, Mr. Derek Chen and Dr. Li-Lan Cheng attended the AGM, either in person or by electronic means.

By Order of the Board

Zhihu Inc.

Yuan Zhou

Chairman

Hong Kong, June 30, 2026

As of the date of this announcement, the Board comprises Mr. Yuan Zhou as an executive director, Mr. Dahai Li, Mr. Zhaohui Li and Mr. Qu Chen as non-executive directors and Ms. Hope Ni, Mr. Derek Chen and Dr. Li-Lan Cheng as independent non-executive directors.

5

FAQ

What did Zhihu (ZH) shareholders approve at the June 30, 2026 AGM?

Zhihu shareholders approved all resolutions at the June 30, 2026 AGM, including re-election of three directors, auditor re-appointment, share issuance and repurchase mandates, and adoption of an amended 2022 share incentive plan and related service provider sublimit.

Which directors were re-elected at Zhihu (ZH) 2026 annual general meeting?

Shareholders re-elected Mr. Qu Chen and Mr. Zhaohui Li as non-executive directors and Ms. Hope Ni as an independent non-executive director. Each resolution passed as an ordinary resolution with a simple majority of valid votes cast at the meeting in Beijing.

What share issuance authority did Zhihu (ZH) directors receive at the 2026 AGM?

Shareholders granted directors a general mandate to issue, allot, and deal with additional Class A ordinary shares up to 20% of the total issued and outstanding shares, excluding treasury shares, as of the date the resolution was passed, including any sale or transfer of treasury shares.

What share repurchase authority did Zhihu (ZH) obtain at its 2026 AGM?

Zhihu received shareholder approval for a general mandate allowing directors to repurchase shares and ADSs up to 10% of the total issued and outstanding shares, excluding treasury shares, calculated as of the date the resolution was passed, via ordinary resolution.

What is Zhihu (ZH) amended and restated 2022 share incentive plan?

The amended and restated 2022 share incentive plan is an updated equity compensation program approved by shareholders at the AGM. They also conditionally approved a related Service Provider Sublimit, with both items passed as ordinary resolutions by simple majority votes.

How many Zhihu (ZH) shares were entitled to vote at the 2026 AGM?

For the AGM, 261,160,946 shares were entitled to attend and vote on resolutions 1 to 8. This comprised 245,927,191 Class A ordinary shares, including 5,174,334 bulk issuance shares, and 15,233,755 Class B ordinary shares, after excluding certain repurchased and unvested shares.

Who acted as scrutineer for Zhihu (ZH) AGM voting and did all directors attend?

Computershare Hong Kong Investor Services Limited acted as scrutineer for the AGM poll voting. All directors, including Yuan Zhou, Dahai Li, Zhaohui Li, Qu Chen, Hope Ni, Derek Chen, and Li-Lan Cheng, attended either in person or by electronic means, according to the announcement.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 5.7 KB
• EX-99.2 EXHIBIT 99.2 163.7 KB