SOHU.com Inc.

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Purpose of the Committee

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Sohu.com Limited (the “Company”) is to oversee the Company’s compensation and employee benefit plans and practices, including its executive, director, and other incentive and equity-based compensation plans.

This Compensation Committee Charter (this “Charter”) should be interpreted in the context of all applicable statutes and regulations of the United States, the Cayman Islands Companies Law, The NASDAQ Stock Market LLC (“NASDAQ”) Listing Rules, and the Company’s memorandum of association and articles of association, as in effect from time to time, including Section 10C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Securities and Exchange Commission (“SEC”) Rule 10C-1 under the Exchange Act and NASDAQ Listing Rule 5605. However, this Charter is not intended in itself to establish any legally-binding obligations on the Company, the Board, or the Committee.

Composition of the Committee

The Committee will be composed of not less than two members of the Board, each of whom (a) in the judgment of the Board qualifies as an Independent Director under Rule 10C-1(b)(1) under the Exchange Act and Rule 5605(a)(2) of the NASDAQ Listing Rules, (b) does not accept directly or indirectly any consulting, advisory or other compensatory fees from the Company or any subsidiary or variable interest entity (“VIE”) of the Company  (as provided in the NASDAQ Listing Rules, compensatory fees for such purpose will not include: (i) fees received as a member of the Board, the Committee, or any other committee of the Board; or (ii) fixed amounts of compensation under a retirement plan, including deferred compensation, for prior service with the Company, provided that such compensation is not contingent in any way on continued service), and (c) in the judgment of the Board, if and to the extent that member of the a proposed member of the Committee is affiliated with the Company, affiliated with a subsidiary or VIE of the Company, or affiliated with an affiliate of a subsidiary or VIE of the Company, such affiliation would not impair such proposed member’s judgment as a member of the Committee.  Members of the Committee must also qualify as “nonemployee directors” within the meaning of SEC Rule 16b-3 under the Exchange Act, and, if and to the extent the Committee is charged with determining the compensation of a U.S. taxpayer, as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.  The members of the Committee will be appointed by and serve at the pleasure of the Board. 

Vacancies on the Committee will be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy, or by written consent of the Board at any time.  Members of the Committee may be removed only with approval of a majority of the Board.

Meetings and Procedures of the Committee

The Committee may fix its own rules of procedure, provided they are consistent with the Bylaws of the Company and this Charter.  The Committee will meet at least once annually or more frequently as circumstances or such rules of procedure as it may adopt require.  The Board may designate one member of the Committee as its Chair and, in the absence of any such designation by the Board, the Committee may designate by majority vote of the full Committee one member of the Committee as its Chair.  A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other will constitute a quorum.

The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.  The Company's Chief Executive Officer ("CEO") may not be present during voting or deliberations on the CEO’s compensation.

The Committee will report to the Board on Committee findings, recommendations and other matters the Committee deems appropriate or that the Board requests.  The Committee will keep written minutes of its formal meetings, which minutes will be maintained with the books and records of the Company.

Committee Responsibilities

A.  Executive Compensation

The Committee will have the following authority and responsibilities with respect to the Company’s executive compensation arrangements:

  1. To review the goals and objectives of the Company’s executive compensation programs, and change, or recommend that the Board change, these goals and objectives if the Committee deems it appropriate.
  2. To review the Company’s executive compensation plans in the light of the Company’s goals and objectives with respect to such plans, and, if the Committee deems it appropriate, adopt, or recommend to the Board the adoption of, new or amended executive compensation plans, subject, in the case of any equity based plan, to such stockholder approval as is required by the NASDAQ Listing Rules.
  3. To periodically review whether the Company’s compensation policies and practices for the Company’s executive officers create risks that are reasonably likely to have a material adverse effect on the Company.
  4. To evaluate annually the performance of the CEO, and to set his or her compensation level based on this evaluation.  In determining the long-term incentive component of the CEO’s compensation, the Committee should consider all factors it deems relevant and appropriate, which may include, among other things, the performance and desired future performance of the CEO, the Company’s performance and relative stockholder return, the value of similar awards to chief executive officers of comparable companies, and awards given to the CEO of the Company in prior years.
  5. To evaluate annually the performance of the other executive officers of the Company, and to approve the compensation level of each such executive officer based on this evaluation.  The Committee may consider the recommendations of the CEO and other officers in determining the level of compensation of the other executive officers to the extent it deems appropriate.  To the extent that long-term incentive compensation is a component of any such executive officer’s compensation, the Committee should consider all factors it deems relevant and appropriate in determining the appropriate level of such compensation, which may include, among other things, the factors applicable with respect to the CEO.
  6. To review and approve any employment, severance or termination arrangements to be made with any current or former executive officer of the Company.
  7. To perform such duties and responsibilities as may be assigned to the Committee or to the Board (to the extent such duties and responsibilities have been delegated by the Board to the Committee) under the terms of any executive compensation plan.  
  8. To approve material prerequisites or other personal benefits to the Company’s executive officers.
  9. To review and discuss with management the Company’s CD&A, and based on that review and discussion, to recommend to the Board that the CD&A be included in the Company’s annual proxy statement or annual report on Form 10-K.
  10. To prepare a Compensation Committee Report in accordance with the rules and regulations of the SEC for inclusion in the Company’s annual proxy statement or annual report on Form 10-K.

B.  Incentive and Equity-Based Compensation Plans

The Committee will have the following responsibilities with respect to the Company’s incentive and equity-based compensation plans:

  1. To review the goals and objectives of the Company’s incentive and equity-based compensation plans and recommend that the Board change these goals and objectives if the Committee deems it appropriate.
  2. To review the Company’s incentive and equity-based compensation plans in the light of the goals and objectives of these plans and recommend that the Board amend these plans if the Committee deems it appropriate, subject, in the case of any equity-based plan, to such stockholder approval as is required by the NASDAQ Listing Rules.
  3. To review any new equity-based plans and recommend that the Board approve such plans if the Committee deems it appropriate, subject to such stockholder approval as is required by the NASDAQ Listing Rules.
  4. To establish criteria for the granting of options and other equity grants to the Company’s officers and other employees and approve the granting of options and other equity grants in accordance with such criteria.
  5. To establish performance goals and certify that performance goals have been attained, as and when required.
  6. To perform such duties and responsibilities as may be assigned to the Committee or to the Board (to the extent such duties and responsibilities have been delegated by the Board to the Committee) under the terms of any incentive or equity-based compensation plan.

C.  Other Compensation and Employee Benefit Plans

  1. To review the goals and objectives of the Company’s general compensation plans and other employee benefit plans, and recommend that the Board change these goals and objectives if the Committee deems it appropriate.
  2. To review the Company’s general compensation plans and other employee benefit plans in light of the goals and objectives of these plans, and recommend that the Board adopt or amend these plans if the Committee deems it appropriate.
  3. To evaluate the appropriate level and types of compensation for Board and Committee service by non-employee directors, and to recommend changes to the Board if the Committee deems them appropriate.
  4. To perform such duties and responsibilities as may be assigned to the Committee or to the Board (to the extent such duties and responsibilities have been delegated by the Board to the Committee) under the terms of the Company’s general compensation plans and other employee benefit plans.

D.  Other

The Committee may perform such other activities consistent with this Charter, applicable statutes and regulations of the United States, the Delaware General Corporation Law, the NASDAQ Listing Rules, and the Company’s Certificate of Incorporation and Bylaws as in effect from time to time as the Committee or the Board deems appropriate.

Delegation of Authority

The Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittees such power and authority as the
Committee deems appropriate; provided, that the Committee may not delegate to a
subcommittee any power or authority required by any statute or regulation of the United
States, the Cayman Islands Companies Law, the NASDAQ Listing Rules, or the Company’s
memorandum of association and articles of association to be exercised by the Committee as a whole. The Committee may also delegate to one or more officers of the Company certain of its powers specified in the Company’s equity incentive plan or plans as in effect from time to time, to the extent permitted by applicable law.

 

Independent Outside Advisers

The Committee may conduct or authorize detailed analyses of matters within the
Committee’s scope of responsibilities. To that end, the Committee may retain or obtain the
advice of such compensation consultants, legal counsel, and other advisers as it deems
necessary or appropriate. The Committee will have the direct power to appoint, will have direct
oversight of the work of, and will have the direct power and authority to determine the
reasonable compensation (at the Company’s expense) of, any such compensation consultant,
independent legal counsel or other adviser. Prior to retaining any such compensation
consultant, legal counsel, or other adviser, the Committee will consider factors affecting its
independence that are competitively neutral among categories of consultants, legal counsel, or
other advisers, such factors to include at least the following:

  1. the provision of other services to the Company by employer of the compensation
    consultant, legal counsel or other adviser;
  2. the amount of any fees received from the Company by the employer of the
    compensation consultant, legal counsel or other adviser, as a percentage of the total
    revenue of such employer;
  3. the policies and procedures of the employer of the compensation consultant, legal
    counsel or other adviser that are designed to prevent conflicts of interest;
  4. Any business or personal relationship of the compensation consultant, legal counsel
    or other adviser with a member of the compensation committee;
  5. Any shares of common stock of the Company owned by the compensation
    consultant, legal counsel or other adviser; and
  6. Any business or personal relationship of the compensation consultant, legal counsel,
    other adviser or the person employing the adviser with an executive officer of the
    issuer.

Nothing in this Charter, the Exchange Act, the SEC rules under the Exchange Act, or the
NASDAQ Listing Rules should be construed by the Committee as (i) requiring the Committee to
act consistently with the advice or recommendations of any such compensation consultant,
independent legal counsel or other adviser or (ii) limiting the Committee’s ability or obligation
to exercise its own judgment in the fulfillment of its duties.


The Committee will review this Charter at least annually and recommend any proposed
changes to the Board for its consideration and approval.

Adopted April 2, 2018

Dave Qi Zhonghan Deng
  • Member
  • Chair
  • Financial Expert
  • Independent Director
Events
Sep 6, 2018
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SOHU.COM LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, SEPTEMBER 6, 2018

 

Notice is hereby given that the Annual General Meeting of Shareholders (the “2018 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 Thursday, September 6, 2018 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

 

  1. To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors for the fiscal year ending December 31, 2018.

  

  1. To consider and act upon all other matters which may properly come before the 2018 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 initially serve until the 2018 Annual Meeting and for each successive term expiring at the second succeeding annual general meeting thereafter and Class II Directors are to initially serve until the next annual general meeting immediately following the 2018 Annual Meeting 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 2018 AGM, 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 2018 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 2018 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 1, 2018 as the record date (the “Record Date”) for the purpose of determining the shareholders entitled to notice of, and to vote at, the 2018 Annual Meeting or any adjournment(s) thereof.

 

On May 31, 2018, effective at 4:30 PM Eastern Time (such date and time, the “Effective Time”), pursuant to a proposal for the dissolution of Sohu.com Inc., a Delaware corporation (“Sohu Delaware”), and adoption of a plan of complete liquidation and dissolution of Sohu Delaware that was approved by the stockholders of Sohu Delaware at a special meeting of stockholders held on May 29, 2018, Sohu Delaware was dissolved; all outstanding shares of the common stock of Sohu Delaware were cancelled; American depositary shares (“ADSs”) representing all outstanding ordinary shares (“Ordinary Shares”) of the Company were distributed by Sohu Delaware on a share-for-share basis to the stockholders of Sohu Delaware as of immediately prior to the Effective Time; and the Company replaced Sohu Delaware as the top-tier, publicly-traded holding company of the group of subsidiaries and variable interest entities that had been held by Sohu Delaware prior to the Effective Time.

 

From and after the Effective Time, the business, operations, and assets of the Company and its subsidiaries and variable interest entities have been substantially the same as the business, operations, and assets of Sohu Delaware and its subsidiaries and variable interest entities immediately prior to the Effective Time.

 

The Annual Report on Form 10-K of Sohu Delaware for the fiscal year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2018 (the “Form 10-K”), and Amendment No. 1 to Annual Report on Form 10-K, filed by Sohu Delaware with the SEC on April 2, 2018 (the “Form 10-K Amendment,” and together with the Form 10-K, the “Sohu Delaware Form 10-K”), are available for your viewing and downloading at the Company’s website at:

http://investors.sohu.com/SEC file/2018 10-K.pdf

http://investors.sohu.com/SEC file/2018 10-K/ Amendment.pdf

 

A hard or soft copy of the Sohu Delaware Form 10-K 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 Sohu Delaware Form 10-K, or (ii) your email address if you request a soft copy of the Sohu Delaware Form 10-K. 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: Eric Yuan, Investor Relations

Email: ir@contact.sohu.com

Tel: +86 (10) 6272-6593

 

In addition to the other information included in the Sohu Delaware Form 10-K, you will find in the Form 10-K Amendment biographies of the incumbent members of the Board, including biographies of the three Class I Directors, Dr. Charles Zhang, Dr. Zhonghan Deng and Mr. Dave De Yang, who are standing for election to the Board at the 2018 Annual Meeting.

 

Whether or not you plan to attend the 2018 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 ADSs may instruct The Bank of New York Mellon (the “ADR Depositary”) to vote the 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 2018 Annual Meeting.

 

                                                                       

By Order of the Board of Directors,

____________________________

                                                                       

Charles Zhang           

Chief Executive Officer