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SOHU COM INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 23, 2014



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 June 20, 2014:

1. Election of two directors, to serve for a two-year term or until their earlier death, resignation or removal; 2. Advisory resolution approving Sohu's executive compensation; 3. Ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as Sohu's independent auditors for the fiscal year ending December 31, 2014; and 4 Stockholder proposal regarding the position of Chairman of the Board.



Information regarding the foregoing proposals is incorporated by reference herein from Sohu's proxy statement filed with the SEC on April 30, 2014.

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

Nominee For Withheld Non-Votes Dr. Edward B. Roberts 21,794,619 2,296,441 3,425,069 Dr. Zhonghan Deng 22,993,082 1,097,978 3,425,069



Dr. Edward B. Roberts and Dr. Zhonghan Deng were both elected as directors.

Proposal 2. The number of votes cast for and against the advisory resolution approving the compensation paid to Sohu's 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 30, 2014, and the number of abstentions and non-votes, are as follows:

For Against Abstentions Non-Votes 23,213,252 206,176 671,632 3,425,069



The stockholders voted in favor of the advisory resolution approving the compensation paid to Sohu's named executive officers.

Proposal 3. The number of votes cast for and against ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as Sohu's independent auditors, and the number of abstentions and non-votes, are as follows:

For Against Abstentions Non-Votes 26,540,650 302,621 672,858 0



The ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as Sohu's independent auditors was approved.

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Proposal 4. The number of votes cast for and against the stockholder proposal regarding the position of Chairman of the Board, and the number of abstentions and non-votes, are as follows:

For Against Abstentions Non-Votes 5,927,809 17,436,522 726,729 3,425,069



The stockholders voted against the stockholder proposal regarding the position of Chairman of the Board.

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Source: Edgar Glimpses


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