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 2019

 

Commission File Number: 001-36397

 


 

Weibo Corporation

(Registrant’s Name)

 


 

8/F, QIHAO Plaza, No. 8 Xinyuan S. Road
Chaoyang District, Beijing 100027
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

 

 

 


 

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 Holder

 

2


 

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 24, 2019

By:

/s/ Fei Cao

 

 

Fei Cao

 

 

Vice President, Finance

 

3


Exhibit 99.1

 

WEIBO CORPORATION

 


 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

To Be Held on November 12, 2019

 


 

On Tuesday, November 12, 2019, Weibo Corporation, a Cayman Islands company (the “Company”), will hold its annual general meeting (the “AGM”) of shareholders at Room 5809-10, 58/F, Two International Finance Centre, 8 Finance St. 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 26, 2019 (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:

 

·                  THAT Mr. Daniel Yong 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; and

·                  THAT Mr. Pehong Chen 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. Daniel Yong Zhang and Mr. Pehong Chen 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, No.8 Sina Plaza, Courtyard 10, the West, Xibeiwang E.R. Haidian District, Beijing 100193, People’s Republic of China, telephone +86 10 5898-3336.

 

 

 

By Order of the Board of Directors,

 

 

 

 

 

/s/ Charles Chao

 

Charles Chao

 

Chairman of the Board of Directors

 

Beijing, China

 

September 24, 2019

 


 

APPENDIX I

 

BIOGRAPHIC INFORMATION OF THE
RETIRING DIRECTORS STANDING FOR RE-ELECTION

 

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

 

Daniel Yong Zhang has served as our director since May 2014. Mr. Zhang has been the Executive Chairman since September 2019 and the Chief Executive Officer since May 2015 of Alibaba Group Holding Limited, a leading online and mobile commerce company listed on the NYSE. After joining Alibaba in August 2007, Mr. Zhang served multiple senior management roles, including Alibaba’s director from September 2014 to September 2019, Chief Operating Officer from September 2013 to May 2015, President of Tmall.com from June 2011 to September 2013, and Chief Financial Officer of Taobao Marketplace from August 2007 to June 2011 while concurrently serving as the General Manager of Tmall.com from April 2008 to June 2011. Prior to joining Alibaba, Mr. Zhang served as the Chief Financial Officer of Shanda Interactive Entertainment Limited, an online game developer and operator then listed on NASDAQ, from August 2005 to August 2007. From 2002 to 2005, he was a senior manager of PricewaterhouseCoopers’ Audit and Business Advisory Division in Shanghai. He is a member of the WEF International Business Council and the Vice Co-Chair of the Board of the Consumer Goods Forum. Mr. Zhang received a bachelor’s degree in finance from Shanghai University of Finance and Economics.

 

Pehong Chen has served as our independent director since January 2016. Before that he served as a director of SINA between March 1999 and December 2015. Mr. Chen has been the Chief Executive Officer, President and Chairman of the board of BroadVision Inc., a software applications company, since May 1993. Prior to founding BroadVision, Mr. Chen was Vice President of Multimedia Technology at Sybase, Inc., an enterprise software company, from 1992 to 1993. From 1989 to 1992, Mr. Chen founded and was President of Gain Technology, a multimedia software tools company, which was acquired by Sybase. He currently also serves at the board of director of Asian Art Museum. Mr. Chen received a B.S. in Computer Science from National Taiwan University, an M.S. in Computer Science from Indiana University and a Ph.D. in Computer Science from the University of California at Berkeley.

 


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 ROOM 5809-10, 58/F, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE ST. CENTRAL, HONG KONG

 ON NOVEMBER 12, 2019 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 1), par value US$0.00025 per share, of the Company, hereby appoint the Chairman of the Annual General Meeting(Note 2) 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 3)

 

AGAINST

 

(Note 3)

 

ABSTAIN

 

(Note 3)

1.

 

As an ordinary resolution:

 

THAT Mr. Daniel Yong Zhang shall be re-elected as a director of the Company at this annual general meeting.

 

o

 

o

 

o

2.

 

As an ordinary resolution:

 

THAT Mr. Pehong Chen shall be re-elected as a director of the Company at this annual general meeting.

 

o

 

o

 

o

 

Dated                  , 2019

Signature(s) (Note 4)

 

 

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 26, 2019 (Cayman Islands time) and returned to the Company’s office (to the attention of: Investor Relations Department) at 7/F, No.8 Sina Plaza, Courtyard 10, the West, Xibeiwang E.R. Haidian District, Beijing 100193, 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                   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.

 

3                   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.

 

4                   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

 

WEIBO CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: WB)

 


 

BALLOT FOR ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)
HELD AT
ROOM 5809-10, 58/F, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE ST. CENTRAL, HONG KONG ON NOVEMBER 12, 2019 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 1), par value US$0.00025 per share, of the Company, hereby cast my/our vote as follows:

 

 

 

PROPOSALS

 

FOR

 

(Note2)

 

AGAINST

 

(Note 2)

 

ABSTAIN

 

(Note 2)

1.

 

As an ordinary resolution:

 

THAT Mr. Daniel Yong Zhang shall be re-elected as a director of the Company at this annual general meeting.

 

o

 

o

 

o

2.

 

As an ordinary resolution:

 

THAT Mr. Pehong Chen shall be re-elected as a director of the Company at this annual general meeting.

 

o

 

o

 

o

 

Dated                  , 2019

Signature(s) (Note 3)

 

 


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

 

2                   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.”

 

3                   This ballot 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.