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Sohu.com Inc. | ||
(Name of Registrant as Specified In Its Charter) | ||
if other than the Registrant) |
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Sohu.com Inc.
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Sincerely, | ||||||
Charles Zhang | ||||||
Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
SOHU.COM INC.
TO BE HELD on June 20, 2014ON JUNE 16, 2016
10:00 A.M. BEIJING TIME
1) | To elect |
2) | To vote on an advisory resolution approving our executive compensation; |
3) | To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as our independent auditors for the fiscal year ending December 31, |
4) | To consider and act upon all other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
By order of the Board of Directors, | ||||||
/s/ Timothy B. Bancroft | ||||||
Timothy B. Bancroft | ||||||
Secretary |
for purposes of determining the presence or absence of a sufficient number of shares to constitute a quorum for the transaction of business. With respect to the approval of any particular proposal, abstentions and broker non-votes are not counted in determining the number of votes cast. The election of directors requires a plurality of the votes cast in person or by proxy. The nominees receiving the highest number of affirmative votes of the shares present or represented and voting on the election of the directors at the Annual Meeting will be elected as directors. In voting on the advisory resolution approving our executive compensation, stockholders may vote in favor of the proposal or against the proposal, or abstain from voting. This matter will be decided by the affirmative vote of the holders of a majority of the shares of our common stock that are present in person or by proxy at the Annual Meeting.Meeting and entitled to vote thereon. The result of the advisory vote approving our executive compensation will not be binding on us or our Board. Our Board and Compensation Committee will review the voting result and take it into consideration when making future decisions regarding executive compensation. The ratification of the appointment of PricewaterhouseCoopers as our independent auditors requires the affirmative vote of the holders of a majority of the shares of our common stock that are present in person or by proxy at the Annual Meeting. In voting on the stockholder proposal regarding the position of Chairman of the Board, if the proposal is properly presented at the Annual Meeting stockholders mayand entitled to vote in favor of the proposal or against the proposal, or abstain from voting. This matter will be decided by the affirmative vote of the holders of a majority of the shares of our common stock that are present in person or by proxy at the Annual Meeting. The result of a vote on the stockholder proposal regarding the position of Chairman of the Board will not be binding on us or our Board. Our Board will review the voting result and may take it into consideration when making future decisions regarding the position of Chairman of the Board.
Name, Age, | ||||||||||
Positions and Offices | Principal Occupation, Business Experience and Directorships | Term of Office | ||||||||
with Sohu.com Inc. | held with Other Public Corporations during the past Five Years | as Director | ||||||||
Dr. Charles Zhang 51 years old. | Dr. Charles Zhang is our founder and has been Chairman of our Board and Chief Executive Officer since August 1996. Dr. Charles Zhang also served as our President from August 1996 to July 2004. Prior to founding Sohu.com Inc., Dr. Charles Zhang worked for Internet Securities Inc. and helped to establish its China operations. Prior to that, Dr. Charles Zhang worked as MIT’s liaison officer with China. Dr. Charles Zhang has a Ph.D. in experimental physics from MIT and a Bachelor of Science degree from Tsinghua University in Beijing. Dr. Charles Zhang is a native of the People’s Republic of China. Dr. Charles Zhang is also the Chairman of the Board of Changyou.com Limited, our independently-listed majority-owned subsidiary. We believe Dr. Charles Zhang’s qualifications to serve on our Board include his (i) position as our Chief Executive Officer, (ii) history as the founder of our company and status as one of the best-known and most successful entrepreneurs in China, (iii) general reputation and track record as an innovator, visionary and early mover in the Internet industry in China and (iv) deep understanding of the Chinese Internet industry. | Dr. Charles Zhang’s term expires at the 2016 Annual Meeting. | ||||||||
Dr. Edward B. Roberts 80 years old. | Dr. Edward B. Roberts is the David Sarnoff Professor of Management of Technology at MIT’s Alfred P. Sloan School of Management. Dr. Edward B. Roberts chaired MIT’s research and educational programs in the management of technological innovation from 1967 to 1993 and also founded and chairs the MIT Entrepreneurship Center. Dr. Edward B. Roberts is currently a director of Medical Information Technology, Inc. Dr. Edward B. Roberts has authored over 160 articles and eleven books, one of which is Entrepreneurs in High Technology (Oxford University Press, 1991). Dr. Edward B. Roberts received four degrees from MIT, including a Ph.D. in 1962. We believe Dr. Edward B. Roberts’ qualifications to serve on our Board include his (i) decades of experience teaching at the Alfred P. Sloan School of Management, (ii) related supervisory, board and committee positions, many of which have had a particular emphasis on technological innovation and entrepreneurship, and (iii) extensive experience investing in and serving on the boards of directors of, growing companies. | Dr. Edward B. Roberts’ term expires at the |
Name, Age, | ||||||||
Positions and Offices | Principal Occupation, Business Experience and Directorships | Term of Office | ||||||
with Sohu.com Inc. | held with Other Public Corporations during the past Five Years | as Director | ||||||
Dr. Zhonghan Deng 48 years old. | Dr. Zhonghan Deng is the Chief Executive Officer and Chairman of the Board of Directors of Vimicro International Corporation (“Vimicro”), which he co-founded in 1999. Dr. Zhonghan Deng received a Ph.D. in electrical engineering and computer sciences, a Master of Science degree in economics and a Master of Science degree in physics from the University of California, Berkeley. After graduating from Berkeley, Dr. Zhonghan Deng worked as a research scientist for International Business Machines Corporation at the T.J. Watson Research Center in Yorktown Heights, New York. We believe Dr. Zhonghan Deng’s qualifications to serve on our Board include (i) academic credentials and experience in the computer industry, (ii) history as the founder of Vimicro, a company that was listed on NASDAQ | Dr. Zhonghan Deng’s term expires at the |
Mr. Charles Huang 46 years old. | Mr. Charles Huang is the Founder, Chief Executive Officer and Chairman of Netbig Education Holdings Ltd. (“Netbig”), a leading education enterprise in China. Prior to founding Netbig in 1999, Mr. Charles Huang served as Executive Director and Head of Asia Securitization Group of Deutsche Bank, New York and Hong Kong, as well as Senior Vice President of Prudential Securities Inc., New York. He holds a Master of Science degree in Computer Science from We believe Mr. Charles Huang’s qualifications to serve on our Board include his (i) qualification as a Chartered Financial Analyst and related experience in senior positions in the corporate finance industry in the U.S. and Asia, (ii) academic credentials and experience in the computer industry, (iii) status and track record as a successful entrepreneur and (iv) extensive experience managing an Internet company. | Mr. Charles Huang’s term expires at the |
Name, Age, | ||||||||||
Positions and Offices | Principal Occupation, Business Experience and Directorships | Term of Office | ||||||||
with Sohu.com Inc. | held with Other Public Corporations during the past Five Years | as Director | ||||||||
Dr. Dave Qi 52 years old. | Dr. Dave Qi is a Professor of Accounting and the former Associate Dean of the Cheung Kong Graduate School of Business. He began teaching at the Cheung Kong Graduate School of Business in 2002 and was the founding Director of the Executive MBA program. Before joining the Cheung Kong Graduate School of Business, Dr. Dave Qi was an Associate Professor at the School of Accounting of the Chinese University of Hong Kong. Dr. Dave Qi has published many articles and research essays on accounting, financial reporting, capital market and other related topics. He has a Ph.D. in accounting from the Eli Broad Graduate School of management of Michigan State University, a Master of Business Administration from the University of Hawaii at Manoa and a Bachelor of Science and a Bachelor of Arts degree from Fudan University. Dr. Dave Qi is currently a member of the American Accounting Association. Dr. Dave Qi also serves as director of the following public companies: We believe Dr. Dave Qi’s qualifications to serve on our Board include his (i) strong academic credentials and working experience with accounting and finance in general, and with accounting and finance in China in particular, (ii) status as former associate Dean of one of the best business schools in China, and (iii) extensive connections in the telecom and tech industries in | Dr. Dave Qi’s term expires at the |
Name, Age, | ||||||||
Positions and Offices | Principal Occupation, Business Experience and Directorships | Term of Office | ||||||
with Sohu.com Inc. | held with Other Public Corporations during the past Five Years | as Director | ||||||
Mr. Shi Wang 65 years old. | Mr. Shi Wang is the Chairman of the Board of Directors of Vanke, of which he also served as General Manager from 1991 to 1999. In 1984 Mr. Shi Wang founded the Shenzhen Exhibition Center of Modern Science and Education Equipment, We believe Mr. Shi Wang’s qualifications to serve on our Board include (i) history as the founder of Vanke, a | Mr. Shi Wang’s term |
(1) | member of our Audit Committee |
(2) | member of our Compensation Committee |
(3) | member of our Nominating Committee |
There werehave been no material changes to suchin our Nominating Committee’s procedures after wefor selecting director candidates since our last provided this disclosure.annual meeting of stockholders. The committeeNominating Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether the candidate was recommended by a stockholder or otherwise.
We have appropriate weighting of long-term incentive compensation; |
goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation; |
we do not rely on hard targets that can only be evaluated with reference to numerical results, so as to minimize the risk of our executives’ focusing excessively on short-term results; and |
we have a limit on the total amount of compensation that can be paid to each executive, which helps reduce the risk of our executives’ pursuing achievement of |
Amount and Nature of | |||||||||||
Name and Address of Beneficial Owner | Beneficial Ownership(1) | Percent of Class(1) | |||||||||
Charles Zhang | 7,804,861 | (2) | 20.14 | % | |||||||
Edward Roberts | 246,202 | (3) | * | ||||||||
Carol Yu | 97,500 | (4) | * | ||||||||
Charles Huang | 74,195 | (5) | * | ||||||||
Shi Wang | 32,062 | (6) | * | ||||||||
Dave Qi | 26,588 | (7) | * | ||||||||
Zhonghan Deng | 13,479 | (8) | * | ||||||||
All directors, nominees and executive officers as a group (7 persons) | 8,294,887 | (9) | 21.37 | % | |||||||
Photon Group Limited | 7,028,254 | (10) | 18.17 | % | |||||||
Orbis Investment Management Ltd. | 6,579,899 | (11) | 17.03 | % | |||||||
Delaware Management Business Trust | 3,135,197 | (12) | 8.11 | % |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(1) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Charles Zhang | 7,745,479 | (2) | 20.12 | % | ||||||
Edward Roberts | 300,920 | (3) | * | |||||||
Charles Huang | 70,387 | (4) | * | |||||||
Xiaochuan Wang | 38,858 | (5) | * | |||||||
Carol Yu | 35,000 | (6) | * | |||||||
Dave Qi | 22,261 | (7) | * | |||||||
Shi Wang | 31,387 | (8) | * | |||||||
Zhonghan Deng | 9,671 | (9) | * | |||||||
All directors, nominees and executive officers as a group (8 persons) | 8,248,963 | (10) | 21.40 | % | ||||||
Photon Group Limited | 7,028,254 | (11) | 18.27 | % | ||||||
Orbis Investment Management Ltd. | 6,245,827 | (12) | 16.24 | % | ||||||
Delaware Management Business Trust | 2,776,876 | (13) | 7.22 | % | ||||||
Platinum Asset Management Ltd. | 2,752,963 | (14) | 7.16 | % |
* | Less than 1%. |
(1) | Includes the number of shares and percentage ownership represented by such shares determined to be beneficially owned by a person in accordance with the rules of the SEC. The number of shares beneficially owned by a person includes shares of common stock subject to options or restricted stock units held by that person that are currently exercisable or |
(2) | Includes (i) |
(3) | Includes (i) |
(4) | Includes |
2016. Ms. Carol Yu’s address is c/o Sohu.com Inc., Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China. | ||
(5) | Mr. Charles Huang’s address is Suite 1804B, Tower 1, Admiralty Centre, 18 Harbour Road, Hong Kong. |
Mr. Shi Wang’s address is Vanke Architecture Research Center, No. 68 Meilin Road, Futian District, Shenzhen 518049, People’s Republic of China. | |
(7) | Dr. Dave Qi’s address is c/o Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China. |
(8) |
Dr. Zhonghan Deng’s address is c/o Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China. |
(9) | Includes |
(10) | Photon Group Limited’s address is c/o Sohu.com Inc., Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China. |
(11) | Data based on a Schedule 13G/A filed with the SEC on February 16, 2016. Orbis Investment Management Ltd’s address is Orbis House, 25 Front Street, Hamilton HM 11, Bermuda. |
(12) | Data based on a Schedule 13G/A filed with the SEC on February 16, 2016. Delaware Management Business Trust’s address is 2005 Market Street, Philadelphia, PA 19103. |
the nature of the related person’s interest in the transaction; |
the material terms of the transaction, including, without limitation, the amount and type of transaction; |
the importance of the transaction to the related person and to us; |
whether the transaction would impair the judgment of any of our directors or executive officers to act in our best interest; |
whether the terms of the transaction are substantially equal to or more favorable to us and no more favorable to the related person than if we had negotiated similar arrangements with non-affiliated third parties; and |
any other matters our Audit Committee deems appropriate. |
Any member of our Board who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting where the transaction is considered.
received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence; |
discussed with the independent auditors the independent auditors’ independence; and |
discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 16 as adopted by the Public Company Accounting Oversight Board, pursuant to SEC Release No. 34-68453, File No. PCAOB 2012-01. |
Respectfully submitted, | ||||||
AUDIT COMMITTEE | ||||||
Dr. Dave Qi | ||||||
Mr. Charles Huang | ||||||
Dr. Zhonghan Deng |
Attract and retain executives who will significantly contribute to the creation of value for our stockholders; |
Pay compensation that is competitive in comparison to that paid by others in our industry; |
Effectively make use of our cash and available equity incentives by determining appropriate cash salary and bonus and equity award components in view of each executive’s position and responsibility level in our company, individual performance, skills, competency, experience, and contribution to our realization of our performance goals as a company; and |
Rationally and fairly pay performance-based compensation through a combination of financial performance reviews and non-quantitative evaluations, in order to help ensure transparency in our executive compensation decisions. |
Cash compensation, which includes an annual salary and the opportunity to earn an annual performance-based cash bonus; |
Equity incentive compensation, in the form of stock options and restricted stock units; |
Other benefits, in the form of housing allowances, tax equalization, tuition/training reimbursement and premiums paid for health, life, travel and disability insurance; and | ||
● | Severance benefits. |
the competitiveness of the total compensation packages for our named executive officers as compared to the total compensation packages for similarly situated named executive officers at peer companies in different markets, including the Chinese |
the level of responsibility of our named executive officers; and |
the skills, competency, and past work experience of our named executive officers. |
Base salary. We aim to offer pay at a level that is sufficiently competitive to attract and retain experienced and successful executives. We |
Annual cash incentive. We offer an annual cash bonus incentive to encourage and reward contributions to our annual financial performance |
of 200% (i.e., a maximum annual cash bonus equal to 200% of the respective executive officers’ annual base salaries for 2015), to encourage our executives to achieve outstanding performance, and to allow their actual total cash compensation to be increasingly attractive in comparison to the market as performance levels increase. |
Long-term incentives. Long-term incentives are designed to encourage and reward building long-term stockholder value and to retain our executive officers. We provide a mix of stock options and |
consideration of pay-for-performance, in order to align compensation with our business objectives and performance; |
consideration of the state of the market for executive talent, in order to position Sohu competitively among the companies against which we recruit and compete for talent, in order to enable us to attract, retain, and reward executive officers; and |
the availability of relevant data from the companies selected. |
Activision Blizzard, Inc. | ||||||
Adobe Systems Inc. | ||||||
Amazon.com, Inc. | ||||||
AOL, Inc. | ||||||
Apple Inc. | ||||||
Blucora Inc. | ||||||
Comcast Corp. | ||||||
Demand Media Inc. | ||||||
eBay Inc. | Symantec Corp. | |||||
Electronic Arts Inc. | The Walt Disney Co. | |||||
EMC Corp. | TheStreet.com, Inc. | |||||
Expedia, Inc. | Time Warner Inc. | |||||
Facebook Inc. | ||||||
Google Inc. | Viacom, Inc. | |||||
Groupon Inc. | Xo Group Inc. | |||||
IAC/InterActive Corp. | Yahoo! Inc. | |||||
Intuit Inc. | Zynga Inc. | |||||
Juniper Networks, Inc. |
Coca Cola China Industries Limited |
Compass Group |
ABB (China) Ltd. |
Siemens Limited China |
Minnesota Mining and Manufacturing Limited China | |
● |
Saint-Gobain Abrasives (Shanghai) Co., Ltd. |
Dell (China) Co., Ltd. |
Shell China Ltd. |
Volvo Group China | |
● | Caterpillar (China) Investment Co., Ltd. |
21Vianet Group Inc. | NetEase.com, Inc. | |||||
500.com Ltd. | ||||||
51job, Inc. | ||||||
58.com Inc. | Pacific Online Ltd. | |||||
AirMedia Group Inc. | ||||||
Perfect World Co., Ltd. | ||||||
Phoenix New Media | ||||||
Qihoo 360 Technology Co | ||||||
Baidu.com, Inc. | Qunar Cayman Islands Ltd. |
Bitauto Holdings Ltd. | Renren Inc. | |||||
Cheetah Mobile Inc. | Shanda Games Ltd. | |||||
China Finance Online Co. | SINA Corp. | |||||
Chinanet Online Holdings Inc. | ||||||
Ctrip.com International, Ltd. | ||||||
E Commerce China Dangdang Inc. | ||||||
Taomee Holdings Ltd. |
Tencent Holdings Ltd. | ||||||
iDreamSky Technology Ltd. | The9 Ltd. | |||||
JD.Com Inc. | Tian Ge Interactive Holdings Limited. | |||||
Jiayuan.com International Ltd. | ||||||
Jumei International Holding Ltd. | V Media Corp. | |||||
Kingsoft Corp. Ltd. | ||||||
Vipshop Holdings Ltd. | ||||||
KongZhong Corp. | VisionChina Media Inc. | |||||
Ku6 Media Co., Ltd. | ||||||
Xunlei Ltd. | ||||||
Lightinthebox Holding Co Ltd. | Youku Tudou | |||||
Momo Inc. | YY Inc. | |||||
Net Dragon Websoft Inc. | ||||||
Key financial measurements such as revenue, operating profit, earnings per share and operating margins; |
Key performance indicator (“KPI”) measurements intended to challenge executive officers to drive high financial and operating results; | |
● |
Promoting commercial excellence by launching new or continuously improving products |
Becoming or remaining as a leading market player and attracting and retaining customers and users; |
Achieving excellence in the named executive officer’s business area of responsibility; and |
Supporting our values by promoting a culture of integrity and adherence to our code of conduct. |
2013 Increase | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | 2012 Base Salary | Increase Amount | Increase Percentage | 2013 Base Salary Effective 1-Jan-13 | ||||||||||||||
Charles Zhang | $ | 520,000 | $ | 50,000 | 9.6 | % | $ | 570,000 | ||||||||||
Carol Yu | $ | 420,000 | $ | 40,000 | 9.5 | % | $ | 460,000 | ||||||||||
Belinda Wang | $ | 400,000 | $ | 37,000 | 9.3 | % | $ | 437,000 | ||||||||||
Xiaochuan Wang | $ | 320,000 | $ | 10,000 | 3.1 | % | $ | 330,000 |
2015 Increase/(decrease) | ||||||||||||||||||||||
Increase/ | Increase/ | 2015 Base Salary | ||||||||||||||||||||
2013 Base | (decrease) | (decrease) | Effective | |||||||||||||||||||
Name | Salary | Amount | Percentage | 1-Jan-15 | ||||||||||||||||||
Charles Zhang | $ | 653,595 | $ | 0.00 | 0.0 | % | $ | 653,595 | ||||||||||||||
Carol Yu | $ | 490,196 | ($ | 98,039 | ) | (20.0 | %) | $ | 392,157 |
Ms. Carol Yu was appointed as Changyou’s Co-Chief Executive Officer in November 2014, and she remained also as Sohu’s President and Chief Financial Officer. Accordingly, beginning in November 2014 and throughout 2015 Ms. Yu was involved directly in Changyou’s management and operations as Changyou’s Co-Chief Executive Officer. These responsibilities were in addition to her role as Sohu’s President and Chief Financial Officer, which required, in addition to her duties directly for Sohu, some managerial oversight of Changyou on behalf of Sohu, as Changyou’s controlling shareholder. As a result of this reallocation of responsibilities, the Compensation Committee decreased Ms. Yu’s Sohu base salary for 2015, with an understanding that Ms. Yu would be eligible for a separate cash bonus from Changyou for her services as Changyou’s Co-Executive Officer, and the expectation that the combined cash compensation paid by Sohu and Changyou to Ms. Yu for 2015 would be likely to be greater than the amount she would have received if her direct responsibilities had been only to Sohu. See the description under the heading “Bonus Paid by Changyou to Ms. Carol Yu as Co-Chief Executive Officer of Changyou.”
2015 Executive Bonus Plan
Our 2015 Executive Bonus Plan was intended to reward our named executive officers were adjusted upwardwho drive high-performing results in 2013. In making its recommendations as to these increases in base salary, the Hay Group informed us that it had considered (i) the overall performance of our business, (ii) any increases in the overall volume of our business, (iii) any increases in each executive officer’s leveltheir areas of responsibility (iv) any increases in the market share of our products, and (v) its projections as to increases in the average base salaries of similarly-situated executives in the Chinese market in general. Mr. Xiaochuan Wang resigned as our Chief Technology Officer on February 3, 2013 in orderincentivize them to devote his full working time to his position as Chief Executive Officer of our subsidiary Sogou. Although his base salary was not adjusted upon his resignation, he received such base salary payments in his capacity of our Chief Technology Officer only through February 3, 2013.
In determining the annual bonus rewards the high-performing officers who drive results in these areas and provides them with an incentive to sustain this performance over a long career with us. Under the plan, the named executive officers were eligible to receive a cash bonus equal to a percentage of their base salaries based on the attainment of certain corporate performance goals which were established at the beginning of the year. Once the overall bonus opportunity is calculated, our Chief Executive Officer, with respect to his direct reports (which included Ms. Carol Yu and Ms. Belinda Wang for 2013), or the Compensation Committee, with respect to our Chief Executive Officer, has the discretion to adjust the top bonus opportunity from 150% up to 200% based upon such named executive officer’s individual performance during the year. As Mr. Xiaochuan Wang resigned his position as our Chief Technology Officer on February 3, 2013, he did not participate in our 2013 Executive Bonus Plan, but instead was given a bonus opportunity based on corporate performance goals for Sogou.
Name | 2013 Threshold Bonus Opportunity (as a % of base salary) | 2013 Targeted Bonus Opportunity (as a % of base salary) | 2013 Maximum Bonus Opportunity (as a % of base salary) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles Zhang | 0 | % | 60 | % | 120 | % | ||||||||
Carol Yu | 0 | % | 80 | % | 160 | % | ||||||||
Belinda Wang | 0 | % | 80 | % | 160 | % |
The Compensation Committee believes that these criteria are consistent with the overall goals and long-term strategic direction that our Board has set for our company and are closely related to or reflective of financial performance, operational improvements, growth and return to stockholders.
Under our 2015 Executive Bonus Plan:
● | The initial annual bonus ratio for a named executive officer was determined based on a performance review and was initially equal to the percentage level of attainment of specified corporate performance goals (including specified performance goals for our subsidiaries), except that no annual bonus would be paid unless a minimum weighted percentage level of performance, which was 70% for 2015, was achieved; and |
● | After the initial annual bonus ratio was determined, our Compensation Committee, in the case of our Chief Executive Officer, and our Chief Executive Officer Dr. Charles Zhang, in the case of our named executive officers other than our Chief Executive Officer (which included only Ms. Carol Yu, our President and Chief Financial Officer, for 2015), had the discretion to adjust the applicable executive officer’s initial bonus ratio within a pre-determined, specified range based on our Compensation Committee’s or our Chief Executive Officer’s non-quantitative evaluation based on strategic indicators and competency indicators. Our Compensation Committee and our Chief Executive Officer generally did not expect to adjust the initial bonus ratio downward unless the applicable executive officer’s performance was deemed to have fallen below expectations. Neither our Compensation Committee nor our Chief Executive Officer established in advance specific criteria for adjusting the bonus upward (or downward), but made an assessment retroactively based on its or his judgment, as the case may be, of the applicable executive officer’s having exceeded expectations in his or her area of responsibility. |
The levels of performance attainment on a sliding scale and the corresponding discretion ranges for our Compensation Committee and our Chief Executive Officer for 2015 were as follows:
Compensation Committee’s and | ||||||
Weighted KPI Achievement% | CEO’s Discretion range | |||||
< 70% | 0 bonus | |||||
70% to 100% (exclusive) | 50%–110 | % | ||||
100% to 110% (exclusive) | 70–130 | % | ||||
110% to 120% (exclusive) | 80–150 | % | ||||
120% to 140% (exclusive) | 100–180 | % | ||||
>=140% | 120–200 | % |
Dr. Charles Zhang’s initial annual bonus ratio for 2015 was 108%, which was equal to attainment of a performance percentage of 108%, determined based on his achievement of specified corporate performance goals for 2015. Our Compensation Committee decided to not exercise its discretion to adjust Dr. Zhang’s initial bonus ratio. As a result, Dr. Zhang’s annual bonus ratio for 2015 was 108%, which we applied to Dr. Zhang’s targeted annual bonus (equal to 100% of Dr. Zhang’s annual base salary for 2015) in calculating his annual bonus for 2015.
Ms. Carol Yu’s initial annual bonus ratio for 2015 was 115%, which was equal to attainment of a performance percentage of 115%, determined based on her achievement of specified corporate performance goals for 2015. Our Chief Executive Officer decided to not exercise his discretion to adjust Ms. Yu’s initial bonus ratio. As a result, Ms. Yu’s annual bonus ratio for 2015 was 115%, which we applied to Ms. Yu’s targeted annual bonus (equal to 100% of Ms. Yu’s annual base salary paid by Sohu for 2015) in calculating her annual bonus for 2015.
Bonus Paid by Changyou to Carol Yu as Co-Chief Executive Officer of Changyou
In November 2014 Ms. Yu was appointed by Changyou’s board of directors as Changyou’s Co-Chief Executive Officer, while remaining as Sohu’s President and Chief Financial Officer. In June 2015, Changyou’s board of directors set a target performance cash bonus of $980,392 for Ms. Yu for 2015 in connection with her duties as Changyou’s Co-Chief Executive Officer, with performance thresholds and target levels on a sliding scale. Based on her achievement of specified corporate performance goals for Changyou, Ms. Yu’s performance percentage for 2015 was determined to be 129%, which Changyou applied to her target performance cash bonus in calculating her annual performance cash bonus to be paid by Changyou for 2015. Changyou’s board of directors subsequently approved a cash performance bonus of $1,264,706 for Ms. Yu for her services as Changyou’s Co-Chief Executive Officer during 2015.
Annual Equity Compensation
average monthly compensation is capped at three times the average monthly salary ofin the employee’s local area. However, we believe that it is important, for recruitment and retention, to provide certain of our named executive officers with severance benefits beyond those required by Chinese law to help minimize the financial stress in the
Respectfully submitted, | ||||||
COMPENSATION COMMITTEE | ||||||
Dr. Edward B. Roberts | ||||||
Dr. Dave Qi |
Sohu | |||||||||||||||||||||||||||||||||
Sogou | Video | ||||||||||||||||||||||||||||||||
Sohu | Sohu | Share | Share | Non-Equity | |||||||||||||||||||||||||||||
Option | Stock | Option | Option | Incentive Plan | All Other | ||||||||||||||||||||||||||||
Salary | Awards | Awards | Awards | Awards | Compensation | Compensation | Total | ||||||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($)(1) | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | ($) | ||||||||||||||||||||||||
Charles Zhang | 2015 | $ | 653,595 | $ | 8,006,621 | $ | 0 | $ | 0 | $ | 0 | 705,882 | (5) | $ | 832,042 | $ | 10,198,140 | ||||||||||||||||
Chairman of the Board and | 2014 | $ | 653,595 | $ | 0 | $ | 6,294 | $ | 0 | $ | 0 | $ | 584,175 | $ | 725,977 | $ | 1,970,041 | ||||||||||||||||
Chief Executive Officer | 2013 | $ | 570,000 | $ | 0 | $ | 123,264 | $ | 0 | $ | 0 | $ | 376,200 | $ | 620,453 | $ | 1,689,917 | ||||||||||||||||
Carol Yu | 2015 | $ | 392,157 | $ | 6,671,351 | $ | 0 | $ | 273,988 | $ | 18,750 | 1,715,686 | (6) | $ | 631,162 | $ | 9,703,094 | ||||||||||||||||
President and | 2014 | $ | 490,196 | $ | 0 | $ | 6,294 | $ | 3,235,551 | $ | 253,125 | $ | 919,111 | $ | 360,620 | $ | 5,264,897 | ||||||||||||||||
Chief Financial Officer | 2013 | $ | 460,000 | $ | 0 | $ | 123,264 | $ | 249,912 | $ | 0 | $ | 441,600 | $ | 413,375 | $ | 1,688,151 |
Name and Principal Position | Year | Salary ($) | Sohu Option Awards ($)(1) | Sohu Stock Awards ($)(1) | Sogou Share Option Awards ($)(2) | Sohu Video Share Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles Zhang | 2013 | $ | 570,000 | $ | 0 | $ | 123,264 | $ | 0 | $ | 0 | $ | 376,200 | $ | 620,453 | $ | 1,689,917 | |||||||||||||||||||||
Chairman of the Board and | 2012 | $ | 520,000 | $ | 0 | $ | 281,987 | $ | 0 | $ | 0 | $ | 343,200 | $ | 584,442 | $ | 1,729,629 | |||||||||||||||||||||
Chief Executive Officer | 2011 | $ | 460,000 | $ | 0 | $ | 531,051 | $ | 0 | $ | 0 | $ | 276,000 | $ | 504,624 | $ | 1,771,675 | |||||||||||||||||||||
Carol Yu | 2013 | $ | 460,000 | $ | 0 | $ | 123,264 | $ | 249,912 | $ | 0 | $ | 441,600 | $ | 413,375 | $ | 1,688,151 | |||||||||||||||||||||
Co-President and | 2012 | $ | 420,000 | $ | 0 | $ | 281,987 | $ | 228,888 | $ | 0 | $ | 302,400 | $ | 379,862 | $ | 1,613,137 | |||||||||||||||||||||
Chief Financial Officer | 2011 | $ | 350,000 | $ | 0 | $ | 529,000 | $ | 109,678 | $ | 0 | $ | 273,000 | $ | 320,908 | $ | 1,582,586 | |||||||||||||||||||||
Belinda Wang | 2013 | $ | 437,000 | $ | 0 | $ | 164,352 | $ | 167,569 | $ | 0 | $ | 349,600 | $ | 104,683 | $ | 1,223,204 | |||||||||||||||||||||
Co-President and | 2012 | $ | 400,000 | $ | 0 | $ | 375,982 | $ | 190,740 | $ | 0 | $ | 352,000 | $ | 120,007 | $ | 1,438,729 | |||||||||||||||||||||
Chief Operating Officer | 2011 | $ | 340,000 | $ | 0 | $ | 704,649 | $ | 91,399 | $ | 0 | $ | 326,400 | $ | 78,819 | $ | 1,541,267 | |||||||||||||||||||||
Xiaochuan Wang | 2013 | $ | 330,000 | $ | 0 | $ | 123,264 | $ | 1,786,728 | $ | 0 | $ | 287,760 | $ | 59,390 | $ | 2,587,142 | |||||||||||||||||||||
Chief Technology Officer | 2012 | $ | 320,000 | $ | 0 | $ | 281,987 | $ | 2,359,260 | $ | 0 | $ | 211,200 | $ | 54,790 | $ | 3,227,237 | |||||||||||||||||||||
2011 | $ | 230,000 | $ | 0 | $ | 528,132 | $ | 1,011,614 | $ | 0 | $ | 207,000 | $ | 45,765 | $ | 2,022,511 |
(1) | Amount represents 2015. | |
See Note 16 “Sohu.com Inc. Shareholders’ Equity” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the |
(2) | Amount represents expense recognized with respect to Sogou share option awards. |
(3) | Sohu Video share options, which are exercisable for the purchase of Sohu Video ordinary shares, were granted in 2012 under Sohu Video’s 2011 Share Incentive Plan. |
(4) |
The table below shows the components of this column for |
Health, Life, Travel Housing Tax and Disability Name Allowance Equalization Insurance Total Charles Zhang $ 196,078 $ 607,735 $ 28,229 $ 832,042 Carol Yu $ 196,078 $ 406,432 $ 28,651 $ 631,161
(5) | Consists of an annual cash bonus earned for 2015 that was paid by Sohu to Mr. Charles Zhang pursuant to our 2015 Executive Bonus Plan. |
(6) | Consists of (i) an annual bonus of $450,980 earned under the 2015 Executive Bonus Plan that was paid by Sohu to Ms. Carol Yu, and (ii) a cash bonus of $1,264,706 that was paid by Changyou to Ms. Yu for her services in 2015 as the Co-Chief Executive Officer of Changyou. See the descriptions under the heading “2015 Executive Bonus Plan” and the heading “Bonus Paid by Changyou to Carol Yu as Co-Chief Executive Officer of Changyou” above. |
Name | Housing Allowance | Tax Equalization | Health, Life, Travel and Disability Insurance | Training fees | Total | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Charles Zhang | $ | 150,000 | $ | 446,470 | $ | 23,983 | $ | 0 | $ | 620,453 | ||||||||||||
Carol Yu | $ | 150,000 | $ | 232,365 | $ | 31,010 | $ | 0 | $ | 413,375 | ||||||||||||
Belinda Wang | $ | 80,000 | $ | 0 | $ | 24,683 | $ | 0 | $ | 104,683 | ||||||||||||
Xiaochuan Wang | $ | 40,000 | $ | 0 | $ | 19,390 | $ | 0 | $ | 59,390 |
Estimated Payouts Under Non-Equity | ||||||||||||||||||||||||
Incentive Plan Awards (1) | Option Awards under Equity-Incentive Plan | |||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||
Number of | Fair Value of | |||||||||||||||||||||||
Threshold | Target | Maximum | Option Awards | Option Awards | ||||||||||||||||||||
Name | ($) | ($) | ($) | Grant date | Sohu(2) | Sohu | ||||||||||||||||||
Charles Zhang | $ | 0 | $ | 653,595 | $ | 1,307,190 | 2/16/2015 | 300,000 | $ | 15,837,000 | ||||||||||||||
Carol Yu | $ | 0 | (3) | $ | 392,157 | (3) | $ | 784,314 | (3) | 2/16/2015 | 250,000 | $ | 13,197,500 |
Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Stock Award Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units Sogou | Grant Date Fair Value of Stock and Option Awards Sogou | ||||||||||||||||||||
Charles Zhang | N/A | $ | 0 | $ | 342,000 | $ | 684,000 | 0 | N/A | |||||||||||||||||
Carol Yu | 3/1/2013 | $ | 0 | $ | 368,000 | $ | 736,000 | 2,400,000 | (2) | 0.38 | ||||||||||||||||
Belinda Wang | N/A | $ | 0 | $ | 349,600 | $ | 699,200 | N/A | N/A | |||||||||||||||||
Xiaochuan Wang | 1/31/2013 | $ | 0 | $ | 264,000 | $ | 528,000 | 7,200,000 | (3) | 0.38 |
(1) | The amounts shown represent the range of non-equity incentive bonus opportunities for each named executive officer under our |
(2) | Consists of options granted |
(3) |
payments equal to the named executive officer’s monthly base salary (which includes his or her housing allowance) in effect on the date of termination for the shorter of (i) six months and (ii) the remainder of the term of the named executive officer’s employment agreement; and |
insurance benefits for so long as we are obligated to pay severance. |
the named executive officer will not be entitled to any further payments from us; |
any insurance or other benefits that have continued will terminate immediately; and |
the named executive officer must reimburse us for any severance payments previously made by us to the named executive officer. |
Sohu Restricted Stock Incentive Plan were determined, and any future grants under the 2010 Stock Incentive Plan will be determined, based on the fair market value of a share of our common stock on the date of grant. Units
Under our 2000 Stock Incentive Plan the fair market value is determined,we could grant, and under the 2010 Stock Incentive Plan the fair market value will be determined, as of the last business day for which the prices or quotes for our common stock are available prior to the date an option is granted and was, and will be, equal to the average, on such date, of the high and low prices of our common stock on the NASDAQ Global Select Market. The stock options are, and will be, only exercisable for the purchase of our common stock and have a term of ten years.
Option Awards(1) | Stock Awards(1) | ||||||||||||
Number of | Number of | Number of | |||||||||||
Securities | Securities | Shares or | Market Value | ||||||||||
Underlying | Underlying | Units of | of Shares or | ||||||||||
Unexercised | Unexercised | Option | Stock That | Units of Stock | |||||||||
Options | Options | Exercise | Option | Have Not | That Have | ||||||||
Exercisable | Unexercisable | Price | Expiration | Vested | Not Vested | ||||||||
Name | (#) | (#) | ($) | Date | (#) | ($) | |||||||
Charles Zhang | 0 | 300,000 | $0.001 | 2/15/2025(2) | 0 | $0 | |||||||
Carol Yu | 0 | 250,000 | $0.001 | 2/15/2025(2) | 0 | $0 |
Option Awards(1) | Stock Awards(1) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | |||||||||||||||||||||
Charles Zhang | 30,000 | (2) | 0 | $ | 22.86 | 7/25/2015 | (3) | 7,500 | (4) | $ | 546,975 | ||||||||||||||||
Carol Yu | — | — | — | — | 7,500 | (4) | $ | 546,975 | |||||||||||||||||||
Belinda Wang | — | — | — | — | 10,000 | (4) | $ | 729,300 | |||||||||||||||||||
Xiaochuan Wang | — | — | — | — | 7,500 | (4) | $ | 546,975 |
(1) | Sohu options |
(2) |
The grant date of each option is listed on the table below by reference to the expiration date set forth in the table below. |
Grant Date | Expiration Date | |||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($) | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Carol Yu | — | 720,000 | (5) | $ | 0.625 | 6/3/2021 | (7) | — | — | |||||||||||||||||
— | 2,400,000 | (6) | $ | 0.625 | 2/28/2023 | (7) | — | — | ||||||||||||||||||
Belinda Wang | — | 1,200,000 | (5) | $ | 0.625 | 6/3/2021 | (7) | — | — | |||||||||||||||||
Xiaochuan Wang | — | — | — | — | 14,400,000 | (8) | N/A | (9) |
Number of | Number of | |||||||||||
Securities | Securities | |||||||||||
Underlying | Underlying | |||||||||||
Unexercised | Unexercised | Option | ||||||||||
Options | Options | Exercise | Option | |||||||||
Exercisable | Unexercisable | Price | Expiration | |||||||||
Name | (#) | (#) | ($) | Date | ||||||||
Carol Yu | 671,040 | (3)(4) | 48,960 | (4) | $0.625 | 6/3/2021 | (5) | |||||
— | 2,400,000 | (4) | $0.625 | 2/28/2023 | (5) |
These options became vested on November 4, 2015 upon the achievement of certain performance milestones by Sogou. | |
(4) | Consists of options granted to Ms. Carol Yu |
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Carol Yu | 0 | (10) | 1,250,000 | $ | 0.01 | 1/3/2022 | (11) | |||||||||||
Belinda Wang | 0 | (10) | 1,250,000 | $ | 0.01 | 1/3/2022 | (11) | |||||||||||
Xiaochuan Wang | 0 | (10) | 50,000 | $ | 0.01 | 1/3/2022 | (11) |
(5) | The grant date of each option |
Grant Date | Expiration Date | |||||||||
6/4/2011 | 6/3/2021 | |||||||||
3/1/2013 | 2/28/2023 |
Sohu Video Share Option Awards
Number of | Number of | ||||||||
Securities | Securities | ||||||||
Underlying | Underlying | ||||||||
Unexercised | Unexercised | Option | |||||||
Options | Options | Exercise | Option | ||||||
Exercisable | Unexercisable | Price | Expiration | ||||||
Name | (#) | (#) | ($) | Date | |||||
Carol Yu | 312,500(6) | 937,500 | $0.01 | 1/3/2022(7) |
(6) | Options granted to Ms. Carol Yu by Sohu Video under its 2011 Share Incentive Plan. There is a detailed description above under the heading “Terms of Stock Option and Restricted Unit Awards and Sogou and Sohu Video Share Option Awards.” |
(7) | The grant date of each option listed on the table above, by reference to its expiration date, is as follows: |
Grant Date | Expiration Date | |||||||
1/4/2012 | 1/3/2022 |
Option Awards(1) | |||||
Sohu | |||||
Number of Shares | Value | ||||
Acquired On | Realized on | ||||
Exercise | Exercise | ||||
Name | (#) | ($) | |||
Charles Zhang | 30,000 | $2,104,200 |
(1) Reflects shares received upon the exercise of stock options granted under the Sohu 2000 Stock Incentive Plan.
Option Awards(1) | Stock Awards(2) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sohu | Sogou | Sohu | |||||||||||||||||||||||||
Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||||||||||
Charles Zhang | 9,000 | $ | 296,640 | 0 | $ | 0 | 0 | (3) | $ | 0 | |||||||||||||||||
Carol Yu | 0 | $ | 0 | 1,440,000 | $ | 1,915,200 | 7,500 | $ | 360,150 | ||||||||||||||||||
Belinda Wang | 0 | $ | 0 | 600,000 | $ | 9,000 | 10,000 | $ | 480,200 | ||||||||||||||||||
Xiaochuan Wang | 5,000 | $ | 178,300 | 10,800,000 | (4) | $ | 5,778,000 | 7,500 | $ | 364,950 |
willful misconduct or gross negligence by the named executive officer, or any willful or grossly negligent omission to perform any act, resulting in injury to us; |
misconduct or negligence of the named executive officer that results in gain or personal enrichment of the named executive officer to our detriment; |
breach of any of the named executive officer’s agreements with us, including, but not limited to, the repeated failure to perform substantially the named executive officer’s duties to us, excessive absenteeism or dishonesty; |
any attempt by the named executive officer to assign or delegate his or her employment agreement or any of the rights, duties, responsibilities, privileges or obligations thereunder without our prior consent (except in respect of any delegation by the named executive officer of his employment duties thereunder to our other employees in accordance with our usual business practice); |
the named executive officer’s indictment or conviction for, or confession of, a felony or any crime involving moral turpitude under the laws of the U.S. or any State thereof, or under the laws of China or Hong Kong; |
declaration by a court that the named executive officer is insane or incompetent to manage his or her business affairs; |
habitual drug or alcohol abuse which materially impairs the named executive officer’s ability to perform his or her duties; or |
filing of any petition or other proceeding seeking to find the named executive officer bankrupt or insolvent. |
any person (within the meaning of Section 13(d) or Section 14(d)(2) of the Securities Exchange Act of 1934) other than us, any trustee or other fiduciary holding securities under an employee benefit plan of Sohu or any corporation owned, directly or indirectly, by our stockholders in substantially the same proportion as their ownership of our common stock, becomes the direct or beneficial owner of securities representing 50% or more of the combined voting power of our then-outstanding securities; |
during any period of two consecutive years after the date of the named executive officer’s employment agreement, individuals who at the beginning of such period constitute our Board, and all new directors (other than directors designated by a person who has entered into an agreement with us to effect a transaction described in the first, third and fourth bullet point of this definition) whose election or nomination to our Board was approved by a vote of at least two-thirds of the directors then in office, cease for any reason to constitute at least a majority of the members of our Board; |
the effective date of a merger or consolidation of us with any other entity, other than a merger or consolidation which would result in our voting securities outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; |
our complete liquidation or the sale or disposition by us of all or substantially all of our assets; or |
there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities and Exchange Act of 1934, whether or not we are then subject to such reporting requirements. |
any significant change in the duties and responsibilities of the named executive officer inconsistent in any material and adverse respect with the named executive officer’s title and position (including status, officer positions and reporting requirements), authority, duties or responsibilities as contemplated by the named executive officer’s employment agreement. |
any material breach by us of the employment agreement with the named executive officer, including without limitation any reduction of the named executive officer’s base salary or our failure to pay to the named executive officer any portion of his or her compensation; or |
the failure, in the event of a change-in-control in which we are not the surviving entity, of the surviving entity or the successor to our business to assume the named executive officer’s employment agreement pursuant to its terms or to offer the named executive officer employment on substantially equivalent terms to those set forth in such employment agreement. |
Potential Payments Upon Termination or Change-in-Control
Involuntary | ||||||||||||||||||||||||||||
Termination | Change in Control | |||||||||||||||||||||||||||
Involuntary | ||||||||||||||||||||||||||||
Voluntary | Voluntary | Termination | ||||||||||||||||||||||||||
Resignation | Resignation | within 12 months | ||||||||||||||||||||||||||
Compensation | for Good | Death or | Without | For | for Good | Without | For | |||||||||||||||||||||
Name | Element | Reason | Disability | Cause | Cause | Reason | Cause | Cause | ||||||||||||||||||||
Charles Zhang | Severance Pay(1) | $ | 326,797 | (2) | $ | 0 | $ | 326,797 | (2) | $0 | $ | 326,797 | (2) | $ | 326,797 | (2) | $0 | |||||||||||
Housing Allowance(1) | $ | 98,039 | $ | 0 | $ | 98,039 | $0 | $ | 98,039 | $ | 98,039 | $0 | ||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | |||||||||||
Benefits | $ | 14,114 | $ | 0 | $ | 14,114 | $0 | $ | 14,114 | $ | 14,114 | $0 | ||||||||||||||||
Accelerated Vesting of | ||||||||||||||||||||||||||||
Sohu Stock Options and | ||||||||||||||||||||||||||||
Restricted Stock Unit | ||||||||||||||||||||||||||||
Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 0 | $0 | ||||||||||||||||
Total | $ | 438,950 | $ | 0 | $ | 438,950 | $0 | $ | 438,950 | $ | 438,950 | $0 | ||||||||||||||||
Carol Yu | Severance Pay(1) | $ | 196,078 | $ | 0 | $ | 196,078 | $0 | $ | 196,078 | $ | 196,078 | $0 | |||||||||||||||
Housing Allowance(1) | $ | 98,039 | $ | 0 | $ | 98,039 | $0 | $ | 98,039 | $ | 98,039 | $0 | ||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | |||||||||||
Benefits | $ | 14,326 | $ | 0 | $ | 14,326 | $0 | $ | 14,326 | $ | 14,326 | $0 | ||||||||||||||||
Accelerated Vesting of | ||||||||||||||||||||||||||||
Sohu Stock Options and | ||||||||||||||||||||||||||||
Restricted Stock Unit | ||||||||||||||||||||||||||||
Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 0 | $0 | ||||||||||||||||
Accelerated Vesting of | ||||||||||||||||||||||||||||
Sogou Share Options | ||||||||||||||||||||||||||||
Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 0 | $0 | ||||||||||||||||
Total | $ | 308,443 | $ | 0 | $ | 308,443 | $0 | $ | 308,443 | $ | 308,443 | $0 |
Involuntary Termination | Change in Control | ||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Involuntary Termination within 12 months | |||||||||||||||||||||||||||||||||||
Name | | Compensation Element | | Voluntary Resignation for Good Reason | | Death or Disability | | Without Cause | | For Cause | | Voluntary Resignation for Good Reason | | Without Cause | | For Cause | |||||||||||||||||||
Charles Zhang | Severance Pay(1) | $ | 299,947 | (2) | $ | 0 | $ | 299,947 | (2) | $0 | $ | 299,947 | (2) | $ | 299,947 | (2) | $0 | ||||||||||||||||||
Housing Allowance(1) | $ | 150,000 | $ | 0 | $ | 150,000 | $0 | $ | 150,000 | $ | 150,000 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | ||||||||||||||||||
Benefits | $ | 11,991 | $ | 0 | $ | 11,991 | $0 | $ | 11,991 | $ | 11,991 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 6,294 | $0 | |||||||||||||||||||||||
Total | $ | 461,938 | $ | 0 | $ | 461,938 | $0 | $ | 461,938 | $ | 468,232 | $0 | |||||||||||||||||||||||
Carol Yu | Severance Pay(1) | $ | 230,000 | $ | 0 | $ | 230,000 | $0 | $ | 230,000 | $ | 230,000 | $0 | ||||||||||||||||||||||
Housing Allowance(1) | $ | 75,000 | $ | 0 | $ | 75,000 | $0 | $ | 75,000 | $ | 75,000 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | ||||||||||||||||||
Benefits | $ | 15,505 | $ | 0 | $ | 15,505 | $0 | $ | 15,505 | $ | 15,505 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 6,294 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sogou Share Options Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 0 | $0 | |||||||||||||||||||||||
Total | $ | 320,505 | $ | 0 | $ | 320,505 | $0 | $ | 320,505 | $ | 326,799 | $0 |
Involuntary Termination | Change in Control | ||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Involuntary Termination within 12 months | |||||||||||||||||||||||||||||||||||
Name | | Compensation Element | | Voluntary Resignation for Good Reason | | Death or Disability | | Without Cause | | For Cause | | Voluntary Resignation for Good Reason | | Without Cause | | For Cause | |||||||||||||||||||
Belinda Wang | Severance Pay(1) | $ | 233,447 | (2) | $ | 0 | $ | 233,447 | (2) | $0 | $ | 233,447 | (2) | $ | 233,447 | (2) | $0 | ||||||||||||||||||
Housing Allowance(1) | $ | 80,000 | $ | 0 | $ | 80,000 | $0 | $ | 80,000 | $ | 80,000 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 (3 | ) | $ | 0 (4 | ) | $ | 0 (3 | ) | $0 | $ | 0 (3 | ) | $ | 0 (3 | ) | $0 | ||||||||||||||||||
Benefits | $ | 12,341 | $ | 0 | $ | 12,341 | $0 | $ | 12,341 | $ | 12,341 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 8,392 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sogou Share Options Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 40,691 | $0 | |||||||||||||||||||||||
Total | $ | 325,788 | $ | 0 | $ | 325,788 | $0 | $ | 325,788 | $ | 374,871 | $0 | |||||||||||||||||||||||
Xiaochuan Wang | Severance Pay(1) | $ | 179,852 | (2) | $ | 0 | $ | 179,852 | (2) | $0 | $ | 179,852 | (2) | $ | 179,852 | (2) | $0 | ||||||||||||||||||
Housing Allowance(1) | $ | 40,000 | $ | 0 | $ | 40,000 | $0 | $ | 40,000 | $ | 40,000 | $0 | |||||||||||||||||||||||
Bonus | $ | 0 | (3) | $ | 0 | (4) | $ | 0 | (3) | $0 | $ | 0 | (3) | $ | 0 | (3) | $0 | ||||||||||||||||||
Benefits | $ | 9,695 | $ | 0 | $ | 9,695 | $0 | $ | 9,695 | $ | 9,695 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sohu Stock Options and Restricted Stock Unit Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 6,294 | $0 | |||||||||||||||||||||||
Accelerated Vesting of Sogou Share Options Awards | $ | 0 | $ | 0 | $ | 0 | $0 | $ | 0 | $ | 434,052 | N/A | |||||||||||||||||||||||
Total | $ | 229,547 | $ | 0 | $ | 229,547 | $0 | $ | 229,547 | $ | 669,893 | $0 |
(1) | Severance payments are made ratably over the severance period according our standard payroll practices. |
(2) | In the event of a voluntary resignation for good reason or an involuntary termination without cause, Dr. Charles Zhang |
(3) | In the event of a voluntary resignation for good reason or an involuntary termination without cause, our named executive officers are |
(4) | In the event of |
Sogou Restricted | ||||||||||||||||||
Sohu Stock Option | Sohu Restricted | Sogou Share | Ordinary Shares | |||||||||||||||
Awards | Stock Units Awards | Option Awards | Awards | Total | ||||||||||||||
Name | ($)(2)(3) | ($)(2)(4) | ($)(2)(4) | ($)(2)(4) | ($) | |||||||||||||
Dave Qi | — | $131,685 | $ | 21,090 | — | $ | 152,775 | |||||||||||
Edward B. Roberts | — | $131,685 | — | $ | 21,090 | $ | 152,775 | |||||||||||
Shi Wang | — | $115,873 | $ | 21,090 | — | $ | 136,963 | |||||||||||
Charles Huang | — | $115,873 | $ | 21,090 | — | $ | 136,963 | |||||||||||
Zhonghan Deng | — | $115,873 | $ | 21,090 | — | $ | 136,963 |
Name | Sohu Option Awards ($)(2)(3) | Sohu Stock Awards ($)(2)(4) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dave Qi | — | $ | 144,870 | $ | 144,870 | |||||||||
Shi Wang | — | $ | 127,468 | $ | 127,468 | |||||||||
Edward B. Roberts | — | $ | 144,870 | $ | 144,870 | |||||||||
Charles Huang | — | $ | 127,468 | $ | 127,468 | |||||||||
Zhonghan Deng | — | $ | 127,468 | $ | 127,468 |
(1) | Dr. Charles Zhang has been omitted from this table because he receives no compensation for serving on our Board. All compensation paid to Dr. |
(2) | Amounts shown |
(3) | As of December 31, |
(4) |
On January 8, 2015, Drs. Edward B. Roberts and Dave Qi were each granted 2,515 restricted stock units, and Messrs. Charles Huang, Shi Wang and Dr. Zhonghan Deng were each granted 2,213 restricted stock units. 50% of these restricted stock units vested on July 1, 2015 and the remaining 50% vested on December 31, 2015.
In addition, on May 21, 2015, we granted to each of Dr. Dave Qi, Mr. Charles Huang, Mr. Shi Wang and Dr. Zhonghan Deng options for the purchase from Sohu of 3,000 Sogou ordinary shares held by us at an exercise price of $0.001 per share. All of those options became vested and exercisable on December 31 2015. On May 21, 2015, Sohu granted to Dr. Edward B. Roberts 3,000 Sogou restricted ordinary shares from Sogou ordinary shares held by us. All of such Sogou restricted ordinary shares became vested on December 31, 2015.
As provided in the Dodd-Frank Act, this vote will not be binding on our Board and may not be construed as overruling a decision by our Board, creating or implying any change to the fiduciary duties of our Board or any additional fiduciary duty by our Board or restricting or limiting the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. Our Board and our Compensation Committee, however, may take into account the outcome of the vote when considering future executive compensation arrangements.
By order of our Board of Directors
People’s Republic of China
April 27, 2016
IMPORTANT ANNUAL MEETING INFORMATION |
Electronic Voting Instructions | |
Available 24 hours a day, 7 days a week! | |
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. | |
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | |
Proxies submitted by the Internet or telephone must be received by 10:00 p.m., Eastern Time, on June 14, 2016. | |
Vote by Internet | |
● | Go towww.envisionreports.com/SOHU |
● | Or scan the QR code with your smartphone |
● | Follow the steps outlined on the secure website |
Vote by telephone | |
● | Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone |
● | Follow the instructions provided by the recorded message |
Using ablack inkpen, mark your votes with anXas shown in |
Annual Meeting Proxy Card |
▼IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼ |
A | Proposals — | The Board of Directors recommends a voteFOR all the nominees listed, andFOR Proposals 2 and 3. |
1. | To elect three directors, who shall serve for a two-year term or until their earlier death, resignation or removal. Nominees: |
01 - Dr. Charles Zhang | 02 - Dr. Edward B. Roberts | 03 - Dr. Zhonghan Deng |
☐ | Mark here to vote FOR all nominees | ☐ | Mark here toWITHHOLD vote from all nominees | ☐ | For AllEXCEPT- To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. | |||||
For | Against | Abstain | For | Against | Abstain | |||||||
2. | Advisory resolution approving our executive compensation | ☐ | ☐ | ☐ | 3. | Ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as our independent auditors for the fiscal year ending December 31, 2016 | ☐ | ☐ | ☐ | |||
4. | All other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof | |||||||||||
B | Non-Voting Items |
Change of Address— Please print new address below. | Comments— Please print your comments below. | |
C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below | |
NOTE: Please sign as your name(s) is (are) shown on the certificates to which the 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. |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
// | ||||
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.
▼IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼ |
Proxy — SOHU.COM INC. |
LEVEL 18, SOHU.COM MEDIA PLAZA
BLOCK 3, NO. 2 KEXUEYUAN SOUTH ROAD, HAIDIAN DISTRICT
BEIJING 100190, PEOPLE’S REPUBLIC OF CHINA
Proxy for the Annual Meeting of Stockholders – June 16, 2016 Beijing Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The person or entity signed on the reverse side of this proxy card hereby appoints Dr. Charles Zhang and Ms. Carol Yu and each of them, as proxy or proxies for such person or entity, with full power of substitution, who may act by unanimous vote of said proxies or their substitutes as shall be present at the meeting, or, if only one be present, then the one shall have all the powers hereunder, to represent and to vote, as designated on the other side(if no direction is made, this Proxy will be voted FOR Proposals 1, 2, and 3),all of the shares of common stock, par value $0.001 per share, of Sohu.com Inc. standing in the name of such person or entity on April 25, 2016 at the Annual Meeting of Stockholders of Sohu.com Inc. to be held on Thursday, June 16, 2016 at 10:00 a.m., Beijing time, and any adjournment thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.
(Please sign, date and return this proxy in the enclosed postage prepaid envelope).
(Continued and to be marked, dated and signed, on the other side)