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 September 2015

 

Commission File Number: 001-36397

 


 

Weibo Corporation

(Registrant’s Name)

 


 

7/F, Shuohuang Development Plaza
No. 6 Caihefang Road, Haidian District, Beijing, 100080
People’s Republic of China

(Address of Principal Executive Offices)

 


 

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

 

Form 20-F x      Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 



 

SIGNATURES

 

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

 

 

 

WEIBO CORPORATION

 

 

 

 

Date: September 30, 2015

By:

/s/ Herman Yu

 

 

Herman Yu

 

 

Chief Financial Officer

 

2



 

EXHIBIT INDEX

 

Exhibit 99.1 — Notice of Annual General Meeting

Exhibit 99.2 — Proxy Card for Annual General Meeting

Exhibit 99.3 — Voting Card for ADS Holders

 

3


Exhibit 99.1

 

WEIBO CORPORATION

 


 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

To Be Held on November 5, 2015

 


 

On Thursday, November 5, 2015, Weibo Corporation, a Cayman Islands company (the “Company”), will hold its annual general meeting (the “AGM”) of shareholders at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central, Hong Kong. The meeting will begin at 2:00 p.m. (Hong Kong time).

 

Only shareholders registered in the Company’s register of members at the close of business on September 24, 2015 (the “Record Date”) are entitled to receive notice of and vote at the AGM or any adjourned or postponed meeting thereof. At the AGM, following resolutions will be considered, and if thought fit, passed as ordinary resolutions:

 

“RESOLVED,

 

·                  THAT Mr. Charles Chao shall be re-elected as a director of the Company at this annual general meeting and retain office until his retirement pursuant to the Company’s memorandum and articles of association; and

·                  THAT Mr. Yichen Zhang shall be re-elected as a director of the Company at this annual general meeting and retain office until his retirement pursuant to the Company’s memorandum and articles of association.

 

In addition, the meeting will transact any other business properly brought before the meeting.

 

Certain biographic information of Mr. Charles Chao and Mr. Yichen Zhang is set out in Appendix I hereto.

 

Shareholders registered in the Company’s register of members at the close of business on the Record Date are cordially invited to attend the AGM in person. Your vote is important.  Whether or not you expect to attend the AGM in person, please mark, date, sign and return the enclosed proxy card as promptly as possible, and in any event, not less than 48 hours before the time appointed for the holding of the AGM, in the postage-prepaid envelope provided to ensure your representation and the presence of a quorum at the AGM.  The ordinary shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his or her discretion.  Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions.  If you change your mind after you return your proxy card, you may revoke your proxy by voting in person at the AGM, or by submitting a notice of revocation of another proxy card with a later date up to 48 hours before the AGM or later at the discretion of the Chairman of the AGM.

 

HOLDERS OF THE COMPANY’S AMERICAN DEPOSITARY SHARES (“ADSs”) WHO WISH TO EXERCISE THEIR VOTING RIGHTS FOR THE UNDERLYING ORDINARY SHARES MUST ACT THROUGH THE DEPOSITARY OF THE COMPANY’S ADS PROGRAM, JPMORGAN CHASE BANK, N.A.

 

Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at ir.weibo.com, or by contacting Investor Relations Department, Weibo Corporation, 27/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing 100080, People’s Republic of China, telephone +86 10 5898-3112.

 

 

By Order of the Board of Directors,

 

 

 

 

 

/s/ Charles Chao

 

Charles Chao

 

Chairman of the Board of Directors

 

 

Beijing, China

 

 

 

September 30, 2015

 

 



 

APPENDIX I

 

BIOGRAPHIC INFORMATION OF THE
RETIRING DIRECTORS STANDING FOR RE-ELECTION

 

Certain biographic information of the retiring directors is set forth below:

 

Charles Chao has served as the Company’s Chairman of the Board since its inception. He has served as the Chairman of the Board of the Company’s parent, SINA Corporation, since August 2012, and has been SINA’s Chief Executive Officer since May 2006. He served as SINA’s President from September 2005 to February 2013, Chief Financial Officer from February 2001 to May 2006, Co-Chief Operating Officer from July 2004 to September 2005. He also served as SINA’s Executive Vice President from April 2002 to June 2003 and Vice President, Finance from September 1999 to January 2001. Prior to joining SINA, Mr. Chao served as an audit manager at PricewaterhouseCoopers, LLP. Prior to that, Mr. Chao was a news correspondent at Shanghai Media Group. Mr. Chao is currently the Co-Chairman of E-House (China) Holdings Limited, an NYSE-listed real estate services company, a director of Leju Holdings Ltd., an NYSE-listed company providing online-to-offline (O2O) real estate services in China and a subsidiary of E-House, and a director of NetDragon Websoft Inc., an HKSE-listed company providing technology for online gaming. Mr. Chao holds a Master of Professional Accounting degree from the University of Texas at Austin, an M.A. in Journalism from the University of Oklahoma and a B.A. in Journalism from Fudan University in Shanghai, China.

 

Yichen Zhang has served as the Company’s independent director since January 2014. Mr. Zhang has served as a director of SINA since May 2002. Since 2003, Mr. Zhang has been the Chairman and Chief Executive Officer of CITIC Capital Holdings Limited, a China-focused investment management and advisory firm. Prior to founding CITIC Capital, Mr. Zhang was an Executive Director of CITIC Pacific and President of CITIC Pacific Communications. He was previously a Managing Director at Merrill Lynch responsible for Debt Capital Market activities for the Greater China region. Mr. Zhang began his career at Greenwich Capital Markets in 1987 and became Bank of Tokyo’s Head of Proprietary Trading in New York in the early 1990s. Mr. Zhang returned to China in the mid-1990s and advised the Chinese Ministry of Finance and other Chinese agencies on the development of the domestic government bond market. Mr. Zhang is a graduate of the Massachusetts Institute of Technology.

 


Exhibit 99.2

 

WEIBO CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: WB)

 


 

PROXY CARD FOR ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)
TO BE HELD AT
42ND FLOOR, EDINBURGH TOWER, THE LANDMARK, 15 QUEEN’S ROAD, CENTRAL, HONG KONG ON NOVEMBER 5, 2015 AT 2:00 P.M. (HONG KONG TIME)

 

I/We,

Please Print Name(s)

 

of

Please Print Address(es)

the undersigned, being the registered holder(s) of                       Class A ordinary shares (Note 1), par value US$0.00025 per share, of Weibo Corporation (the “Company”) and                       Class B ordinary shares (Note 2), par value US$0.00025 per share, of the Company, hereby appoint the Chairman of the Annual General Meeting(Note 3) or                                                               of

 

as my/our proxy to attend and act for me/us at the Annual General Meeting and at any adjournment(s) or postponement(s) thereof, and in the event of a poll voting, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

 

 

PROPOSALS

 

FOR

(Note 4)

 

AGAINST

(Note 4)

 

ABSTAIN

(Note 4)

1.

 

As an ordinary resolution:

THAT Mr. Charles Chao shall be re-elected as a director of the Company at this annual general meeting and retain office until his retirement pursuant to the Company’s memorandum and articles of association.

 

o

 

o

 

o

 

 

 

 

 

 

 

 

 

2.

 

As an ordinary resolution:

THAT Mr. Yichen Zhang shall be re-elected as a director of the Company at this annual general meeting and retain office until his retirement pursuant to the Company’s memorandum and articles of association.

 

o

 

o

 

o

 

Dated                  , 2015

Signature(s) (Note 5)

 

 

This proxy card must be completed, signed by the person registered in the register of members at the close of business in the Cayman Islands on September 24, 2015 (Cayman Islands time) and returned to the Company’s office (to the attention of: Investor Relations Department) at 27/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing 100080, People’s Republic of China, no less than 48 hours before the time appointed for the holding of the Annual General Meeting.

 


1                   Please insert the number of or strike out the class of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy card will be deemed to relate to all the shares in the Company registered in your name(s).

 

2                   Please insert the number of or strike out the class of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy card will be deemed to relate to all the shares in the Company registered in your name(s).

 

3                   If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING OR” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS PROXY CARD MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.

 

4                   IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” IF YOU WISH TO ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN.” Failure to complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion.

 

5                   This proxy card must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed under the hand of an officer or attorney duly authorized to sign the same.

 


Exhibit 99.3

GRAPHIC

WEIBO CORPORATION TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”) REPRESENTING CLASS A ORDINARY SHARES OF WEIBO CORPORATION Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. FOLD AND DETACH HERE Annual General Meeting FORAGAINST ABSTAIN Resolution 1 Resolution 2 Mark box at right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions indicated above. Address Change Mark box, sign and indicate changes/comments below: Sign Below Date: Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

 


GRAPHIC

Annual General Meeting 1. As an ordinary resolution: THAT Mr. Charles Chao shall be re-elected as a director of the Company at this annual general meeting and retain office until his retirement pursuant to the Company’s memorandum and articles of association. 2. As an ordinary resolution: THAT Mr. Yichen Zhang shall be re-elected as a director of the Company at this annual general meeting and retain office until his retirement pursuant to the Company’s memorandum and articles of association. Weibo Corporation JPMorgan Chase Bank, N.A., Depositary P.O. Box 64507, St. Paul, MN 55164-0507 Voting Instruction Card JPMorgan Chase Bank, N.A. (the “Depositary”) has received advice that an Annual General Meeting (the “AGM”) of Weibo Corporation, a Cayman Islands company, (the “Company”) will be held at 2:00 p.m. (Hong Kong time), on Thursday, November 5, 2015 at 42nd floor, Edinburgh Tower, The Landmark, 15 Queen's Road, Central, Hong Kong, for the purposes set forth on this card. If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Class A Ordinary Shares of the Company (the “Shares”) represented by your ADRs FOR or AGAINST or to ABSTAIN from voting on the Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage-paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a manner as to show clearly how you wish to vote in regard to each of the Company’s Resolutions. Alternatively, you may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m. (Eastern Standard Time), November 2, 2015. Only the registered holders of record as of the close of business on September 24, 2015 will be entitled to execute the attached Voting Instruction Card. The signatory, a registered holder of ADRs representing Shares of the Company, of record on September 24, 2015, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote at the Meeting the underlying Shares of the Company represented by ADRs, in accordance with the instructions given on this card. NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m. (Eastern Standard Time), on November 2, 2015. To view the proxy materials, please visit http://phx.corporate-ir.net/phoenix.zhtml?c=253076&p=irol-agm JPMorgan Chase Bank, N.A., Depositary PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Please see reverse side for Voting Instructions.