Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2012



AsiaInfo-Linkage, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-15713   752506390

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street

Haidian District, Beijing 100086, China

(Address of principal executive offices)

+8610 8216 6688

Registrant’s telephone number, including area code


(Former name or former address, if changed since last report)



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 (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07 Submission of Matters to a Vote of Security Holders

On April 20, 2012, AsiaInfo-Linkage, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). Of the 72,497,518 shares of the Company’s common stock outstanding and entitled to vote as of the February 22, 2012 record date for the Annual Meeting, a total of 61,589,437 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum.

Set forth below are the proposals on which the Company’s stockholders voted at the Annual Meeting and the voting results for each proposal.

1. A proposal to elect the following three directors to serve for three-year terms to expire at the 2015 annual meeting of stockholders and until their successors are duly elected and qualified:



   Votes For      Votes  Against
     Abstentions      Broker Non-Votes  

Jian (James) Ding

     27,229,107         18,417,256         N/A         15,943,074   

Yungang Lu

     43,876,372         1,769,991         N/A         15,943,074   

Libin Sun

     39,508,847         6,137,516         N/A         15,943,074   

The votes in favor of Jian (James) Ding, Yungang Lu and Libin Sun were sufficient to elect each of them as directors.

2. A proposal to ratify the appointment of Deloitte Touche Tohmatsu CPA Ltd. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2012:


Votes For


Votes Against




Broker Non-Votes


  357,905   476,689   0

This proposal was approved.

3. A proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related narrative disclosures in the proxy statement (“Say-on-Pay”):


Votes For


Votes Against




Broker Non-Votes


  15,762,295   377,507   15,943,074

This proposal was approved.

A copy of the press release announcing the voting results of the Annual Meeting is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.





99.1    Press release dated April 24, 2012 announcing the voting results of the annual meeting of AsiaInfo-Linkage, Inc.’s stockholders held on April 20, 2012.


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.


    AsiaInfo-Linkage, Inc.
Date: April 24, 2012      

/s/  Jun Wu        

    Name:   Jun Wu
    Title:   Executive Vice President and Chief Financial Officer







   Press release dated April 24, 2012 announcing the voting results of the annual meeting of AsiaInfo-Linkage, Inc.’s stockholders held on April 20, 2012.