{"filing":{"accession_number":"0001193125-26-318059","cik":"0001329099","ticker":"BAIDF","company_name":"Baidu, Inc.","form":"6-K","filing_date":"2026-07-27","report_date":"2026-07-27","primary_document":"d255115d6k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1329099/000119312526318059/d255115d6k.htm"},"events":[{"id":20655,"run_id":18593,"accession_number":"0001193125-26-318059","anchor_item_number":"EX-99.1","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Baidu is convening an Extraordinary General Meeting of shareholders scheduled for August 26, 2026, to vote on six resolutions: (1) a general mandate to allot and issue Class A shares up to 20% of outstanding shares; (2) authorization to repurchase up to 10% of shares; (3) extension of the issuance mandate by repurchased shares; (4) approval and adoption of the 2026 Share Incentive Plan with a 10% scheme limit and 0.5% consultant sublimit; and (5) adoption of amended and restated Articles of Association. These governance matters, undertaken in preparation for the company's voluntary conversion from secondary to dual-primary listing status on the Hong Kong Stock Exchange, would materially affect capital structure, equity dilution, equity compensation, and corporate governance framework.","company_name":"Baidu, Inc.","ticker":"BAIDF","filing_date":"2026-07-27","form":"6-K","submitted_at":null,"items":[{"id":20076,"accession_number":"0001193125-26-318059","item_number":"EX-99.1","item_title":"d255115dex991.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"This is a Notice of Extraordinary General Meeting (EGM) for Baidu shareholders to vote on six resolutions, including: (1) a general mandate to allot and issue Class A shares up to 20% of outstanding shares; (2) authorization to repurchase up to 10% of shares; (3) extension of the issuance mandate by repurchased shares; (4) approval and adoption of the 2026 Share Incentive Plan with a 10% scheme limit; (5) approval of a 0.5% consultant sublimit; and (6) adoption of new Articles of Association. These are governance matters requiring shareholder approval that would materially affect capital structure, equity compensation, and corporate governance framework. While not a discrete event like an executive departure or M\u0026A transaction, the shareholder vote on these matters—particularly the equity issuance mandate and new incentive plan—is material to investors' assessment of dilution risk and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20077,"accession_number":"0001193125-26-318059","item_number":"EX-99.2","item_title":"d255115dex992.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"This exhibit is a shareholder circular convening an extraordinary general meeting to approve multiple governance and capital-related matters: (1) general mandates to issue and repurchase shares (up to 20% and 10% respectively), (2) adoption of a 2026 Share Incentive Plan, and (3) amendments to the Articles of Association. These actions are undertaken in preparation for the company's voluntary conversion from secondary to dual-primary listing status on the Hong Kong Stock Exchange. While the circular addresses multiple discrete proposals, the primary disclosed event is the governance restructuring and shareholder approvals required for the Primary Conversion, which is a material change in listing status and corporate governance framework.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20078,"accession_number":"0001193125-26-318059","item_number":"EX-99.3","item_title":"d255115dex993.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"This is a proxy form for an Extraordinary General Meeting scheduled for August 26, 2026, soliciting shareholder votes on six resolutions. The resolutions include: (1) a general mandate to issue up to 20% additional shares/ADSs; (2) authorization to repurchase up to 10% of shares; (3) extension of issuance mandate by repurchased shares; (4) approval of a 2026 Share Incentive Plan with a 10% scheme limit; (5) approval of a 0.5% consultant sublimit; and (6) amendment and restatement of the company's memorandum and articles of association. These are governance matters requiring shareholder approval that would materially affect capital structure, equity dilution, and corporate governance framework.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20079,"accession_number":"0001193125-26-318059","item_number":"EX-99.4","item_title":"d255115dex994.htm","event_type":"shareholder_vote_results","event_domain":"governance","is_material":false,"confidence":0.45,"reasoning":"This exhibit is a proxy card and voting instructions for Baidu's Extraordinary General Meeting of Shareholders scheduled for August 26, 2026. However, it is a pre-meeting proxy solicitation document, not a disclosure of actual vote results. The document instructs shareholders how to vote on six proposals (share issuance mandate, repurchase mandate, share incentive plan, bylaw amendments, etc.) but does not report the outcome of any vote. Since this is a voting instruction form rather than a results disclosure, it does not fit the `shareholder_vote_results` category cleanly, though it relates to shareholder governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":20076,"accession_number":"0001193125-26-318059","item_number":"EX-99.1","item_title":"d255115dex991.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"This is a Notice of Extraordinary General Meeting (EGM) for Baidu shareholders to vote on six resolutions, including: (1) a general mandate to allot and issue Class A shares up to 20% of outstanding shares; (2) authorization to repurchase up to 10% of shares; (3) extension of the issuance mandate by repurchased shares; (4) approval and adoption of the 2026 Share Incentive Plan with a 10% scheme limit; (5) approval of a 0.5% consultant sublimit; and (6) adoption of new Articles of Association. These are governance matters requiring shareholder approval that would materially affect capital structure, equity compensation, and corporate governance framework. While not a discrete event like an executive departure or M\u0026A transaction, the shareholder vote on these matters—particularly the equity issuance mandate and new incentive plan—is material to investors' assessment of dilution risk and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"Baidu, Inc.","ticker":"BAIDF","filing_date":"2026-07-27"},{"id":20077,"accession_number":"0001193125-26-318059","item_number":"EX-99.2","item_title":"d255115dex992.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"This exhibit is a shareholder circular convening an extraordinary general meeting to approve multiple governance and capital-related matters: (1) general mandates to issue and repurchase shares (up to 20% and 10% respectively), (2) adoption of a 2026 Share Incentive Plan, and (3) amendments to the Articles of Association. These actions are undertaken in preparation for the company's voluntary conversion from secondary to dual-primary listing status on the Hong Kong Stock Exchange. While the circular addresses multiple discrete proposals, the primary disclosed event is the governance restructuring and shareholder approvals required for the Primary Conversion, which is a material change in listing status and corporate governance framework.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"Baidu, Inc.","ticker":"BAIDF","filing_date":"2026-07-27"},{"id":20078,"accession_number":"0001193125-26-318059","item_number":"EX-99.3","item_title":"d255115dex993.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"This is a proxy form for an Extraordinary General Meeting scheduled for August 26, 2026, soliciting shareholder votes on six resolutions. The resolutions include: (1) a general mandate to issue up to 20% additional shares/ADSs; (2) authorization to repurchase up to 10% of shares; (3) extension of issuance mandate by repurchased shares; (4) approval of a 2026 Share Incentive Plan with a 10% scheme limit; (5) approval of a 0.5% consultant sublimit; and (6) amendment and restatement of the company's memorandum and articles of association. These are governance matters requiring shareholder approval that would materially affect capital structure, equity dilution, and corporate governance framework.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"Baidu, Inc.","ticker":"BAIDF","filing_date":"2026-07-27"},{"id":20079,"accession_number":"0001193125-26-318059","item_number":"EX-99.4","item_title":"d255115dex994.htm","event_type":"shareholder_vote_results","event_domain":"governance","is_material":false,"confidence":0.45,"reasoning":"This exhibit is a proxy card and voting instructions for Baidu's Extraordinary General Meeting of Shareholders scheduled for August 26, 2026. However, it is a pre-meeting proxy solicitation document, not a disclosure of actual vote results. The document instructs shareholders how to vote on six proposals (share issuance mandate, repurchase mandate, share incentive plan, bylaw amendments, etc.) but does not report the outcome of any vote. Since this is a voting instruction form rather than a results disclosure, it does not fit the `shareholder_vote_results` category cleanly, though it relates to shareholder governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-27T20:09:01.812807+00:00","company_name":"Baidu, Inc.","ticker":"BAIDF","filing_date":"2026-07-27"}]}