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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2006
SINA Corporation
(Exact name of Registrant as specified in Charter)
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Cayman Islands
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000-30698
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52-2236363 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
Room 1802, United Plaza
1468 Nan Jing Road West
Shanghai 200040, China
(Address of Principal Executive Offices) (Zip Code)
(86-21) 6289 5678
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Effective as of May 8, 2006, Yan Wang resigned as the Chief Executive Officer of SINA
Corporation (the Company). Mr. Wang will remain a director of the Company. Upon the
recommendation of the members of the Board of Directors who are independent under the current
rules of the Nasdaq Stock Market (the Selection Body), which group is responsible for
board member recommendations, the Board of Directors (the Board) elected Mr. Wang to
serve as the Vice Chairman of the Board.
The Board appointed Charles Chao as the Companys Chief Executive Officer
effective as of the resignation of Mr. Wang as Chief Executive Officer of the Company. In
connection with his appointment, Mr. Chao resigned as the Chief Financial Officer of the Company.
Mr. Chao will remain as the Companys President. In addition, effective as of the resignation of
Mr. Wang, the Board of Directors increased the size of the Board of Directors to ten directors and,
upon the recommendation of the Selection Body, elected Mr. Chao as a member of the Board.
Mr. Chao, 40, has served as the Companys President since September 2005 and as its Chief
Financial Officer since February 2001. Mr. Chao served as
the Companys Co-Chief Operating Officer from July
2004 to September 2005 and as its Executive Vice President from April 2002 to June
2003. From September 1999 to January 2001, Mr. Chao
served as the Companys Vice President, Finance. Prior
to joining the Company, Mr. Chao served as an experienced audit manager at PricewaterhouseCoopers, LLP, an
accounting firm. Mr. Chao holds a Master of Professional Accounting degree from University of
Texas at Austin, an M.A. in Journalism from University of Oklahoma and a B.A. in Journalism from
Fudan University in Shanghai, China.
Mr. Chao
currently receives an annual base salary of $260,000. In addition to the base
salary, Mr. Chao may earn cash-based incentive compensation
based on the achievement of certain financial targets. The Board of Directors of the Company has
not yet determined a new compensation package for Mr. Chao as the Companys Chief Executive
Officer. Mr. Chao will continue to be eligible to participate in the Companys 1999 Stock Plan.
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Effective as of May 8, 2006, the Board appointed Herman Yu, who was the Companys Vice
President and Corporate Controller, as Acting Chief Financial Officer. The Board of Directors of
the Company has formed a committee to search for a permanent Chief Financial Officer of the
Company. Mr. Chao is a member of this committee.
Mr. Yu, 35,
has served as the Companys Vice President and Corporate Controller since
September 2004. Prior to joining SINA, Mr. Yu worked at
Adobe Systems, Inc., a business and mobile software and services
company, as the Corporate Marketing Controller from June 2001 to
September 2004 and as the Chief Auditor from January 1999 to May 2001. Mr. Yu also held various finance and accounting management positions at Cadence
Design Systems, Inc., an electronic design automation technologies and engineering services
company, and VeriFone, Inc., a point-of-sale system solutions company. Mr. Yu began his
career with Arthur Andersen and is a California Certified Public Accountant. Mr. Yu holds a
Masters of Accountancy from the University of Southern California
and a Bachelor of Arts in Economics from the University of California. He is a member
of the American Institute of Certified Public Accountants (AICPA) and Financial Executive Institute
(FEI).
A press release announcing the foregoing management and director changes is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Press Release issued by SINA Corporation Announcing Management and Director Changes. |
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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 hereunto duly authorized.
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SINA CORPORATION
(Registrant)
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Date: May 12, 2006 |
By: |
/s/ Charles Chao
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Charles Chao |
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President and Chief Executive Officer |
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INDEX TO EXHIBITS
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Exhibit |
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Number |
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Description |
99.1
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Press Release Issued by SINA Corporation Announcing Management and
Director Changes. |
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