Form 6-K Sohu.com Ltd For: Aug 08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2022

Commission File Number: 001-38511

SOHU.COM LIMITED

(Exact name of registrant as specified in its charter)

Level 18, Sohu.com Media Plaza

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

Beijing 100190, People’s Republic of China

+86-10-6272-6666

(Address of principal executive office)

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

On August 8, 2022, the registrant announced that it will hold its annual general meeting of shareholders (the “2022 Annual Meeting”) at Level 2, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing, People’s Republic of China, on Wednesday, September 14, 2022 at 10:00 A.M. Beijing Time. The Board of Directors of the registrant has set the close of business Eastern Time on Wednesday, August 10, 2022 as the record date for the purpose of determining the shareholders of record entitled to notice of, and to vote at, the 2022 Annual Meeting or any adjournment(s) thereof. Beneficial owners of American depositary shares representing the registrant’s ordinary shares who present documentary proof of such beneficial ownership are welcome to attend the 2022 Annual Meeting as observers. The notice of the 2022 Annual Meeting is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: August 8, 2022

Exhibit 99.1

SOHU.COM LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, SEPTEMBER 14, 2022

Notice is hereby given that the Annual General Meeting of Shareholders (the “2022 Annual Meeting”) of Sohu.com Limited (the “Company”) will be held at Level 2, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing, People’s Republic of China, on Wednesday, September 14, 2022 at 10:00 A.M. China time, to consider and act upon the following matters:

Charles Zhang

Zhonghan Deng

Dave De Yang

The Board consists of six directors, and is divided into Class I Directors and Class II Directors, with three directors in each class. Class I Directors are to serve until the 2022 Annual Meeting and for each successive term expiring at the second succeeding annual general meeting thereafter and Class II Directors are to serve until the 2023 annual general meeting of shareholders and for each successive term expiring at the second succeeding annual general meeting thereafter.

The Board has nominated Charles Zhang, Zhonghan Deng and Dave De Yang, who are currently designated as Class I Directors and whose terms will expire at the 2022 Annual Meeting, to stand for election as Class I Directors. The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if that should be the case, proxies will be voted for the election of substitute nominee(s) selected by the Board, or the Board will fix the number of directors at a lesser number. The proxies may not be voted for a greater number of persons than the number of nominees named in item 1 above. The three nominees receiving a plurality of the votes cast by the shareholders represented at the 2022 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 2022 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 10, 2022 as the record date (the “Record Date”) for the purpose of determining the shareholders entitled to notice of, and to vote at, the 2022 Annual Meeting or any adjournment(s) thereof.

The Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission on March 31, 2022 is available for your viewing and downloading at the Company’s website at:

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

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

Sohu.com Limited

Level 18, Sohu.com Media Plaza

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

Beijing 100190, People’s Republic of China

Attention: Pu Huang, Investor Relations

Email: [email protected]

Tel: +86 (10) 6272-6645

You can also find in the Annual Report biographies of the incumbent members of the Board, including biographies of the three Class I Directors, Charles Zhang, Zhonghan Deng, and Dave De Yang, who are standing for election to the Board at the 2022 Annual Meeting.

Whether or not you plan to attend the 2022 Annual Meeting, please complete, date, sign and return the enclosed proxy attached hereto as Exhibit A promptly in the enclosed, pre-addressed envelope provided for that purpose.

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

You are cordially invited to attend the 2022 Annual Meeting.

SOHU.COM LIMITED

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

No. 2 Kexueyuan South Road, Haidian District,

Beijing, People’s Republic of China

Proxy for Annual General Meeting of Shareholders – September 14, 2022

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The person or entity signing this proxy card hereby appoints Ms. Joanna Lv as proxy for such person or entity, with full power of substitution, to act by vote of such proxy, or such substitute as may be present to represent and to vote, at the Annual General Meeting of Shareholders of Sohu.com Limited (the “Company”), to be held on Wednesday, September 14, 2022 at 10:00 A.M., China time, and any adjournment thereof, as designated below, all of the ordinary shares, par value $0.001 per share, of the Company standing in the name of such person or entity on August 10, 2022. If no direction is made, this proxy will be voted FOR Proposals I and II.

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

1

(If an individual or individuals:)

2