Sohu.com (SOHU)

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 30, 2008, Sohu held its Annual Meeting of Stockholders. At the meeting, the stockholders elected as directors Dr. Edward B. Roberts (with 28,838,456 affirmative votes and 763,395 votes withheld), and Dr. Zhonghan Deng (with 29,458,115 affirmative votes and 143,736 votes withheld). The other directors of the Company whose term continued after the 2008 Annual Meeting are Dr. Charles Zhang, Mr. Charles Huang, Dr. Dave Qi and Mr. Shi Wang.

The stockholders also ratified the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as Sohu’s independent accountants for the fiscal year ending December 31, 2008 (with 29,451,186 shares voting for, 156,672 against, and 6,983 abstaining).

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 9, 2006, Sohu held its Annual Meeting of Stockholders. At the meeting, the stockholders elected as directors Ms. Mary Ma (with 25,826,563 affirmative votes and 4,090,966 votes withheld) and Dr. Edward B. Roberts (with 29,534,739 affirmative votes and 382,790 votes withheld).

The stockholders also approved an amendment to Sohu’s 2000 Stock Incentive Plan to include restricted stock units among the types of incentives that may be granted to Sohu’s directors, officers, employees, consultants and advisors under the plan (with 11,443,840 shares voting for, 7,394,626 against, 16,238 abstaining and 11,062,825 broker non-votes).

The stockholders also ratified the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as Sohu’s independent accountants for the fiscal year ending December 31, 2006 (with 29,845,749 shares voting for, 65,306 against, and 6,474 abstaining).

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the last quarter of the year ended December 31, 2005.

PART II

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 12, 2005, Sohu held its Annual Meeting of Stockholders. At the meeting, the stockholders elected as directors Charles Zhang (with 29,520,709 affirmative votes and 51,500 votes withheld), Charles Huang (with 29,368,575 affirmative votes and 203,634 votes withheld), Dave Qi (with 29,523,184 affirmative votes and 49,025 votes withheld) and Shi Wang (with 29,173,559 affirmative votes and 398,650 votes withheld).

The stockholders also approved an amendment to Sohu’s 2000 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan from 8,000,000 to 9,500,000 and to provide for direct purchases of shares of common stock of the Corporation by directors, officers, employees, consultants and advisors under the plan (with 15,370,727 shares voting for, 1,138,428 against, 33,423 abstaining and 13,029,631 broker non-votes).

The stockholders also ratified the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as Sohu’s independent accountants for the fiscal year ending December 31, 2005 (with 29,510,428 shares voting for, 44,537 against, and 17,244 abstaining).

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the last quarter of the year ended December 31, 2004.

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PART II