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

April 24, 2014

Commission File Number: 001-35158

PHOENIX NEW MEDIA LIMITED

Sinolight Plaza, Floor 16

No. 4 Qiyang Road

Wangjing, Chaoyang District, Beijing, 100102

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

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o                                        No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

TABLE OF CONTENTS

Exhibit 99.1 — Press release: Phoenix New Media to Hold 2014 Annual General Meeting on June 4, 2014

Exhibit 99.2 — Notice of Annual General Meeting

Exhibit 99.3 — Form of Proxy for Annual General Meeting

Exhibit 99.4 — Proxy Statement for Annual General Meeting

Exhibit 99.5 — Depositary’s Notice of Annual General Meeting of Shareholders of Phoenix New Media Limited

Exhibit 99.6 — Voting Card for American Depositary Shares

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SIGNATURE

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.

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Exhibit 99.1

Phoenix New Media to Hold 2014 Annual General Meeting on June 4, 2014

BEIJING, China, April 24, 2014 — Phoenix New Media Limited (NYSE: FENG), a leading new media company in China (“Phoenix New Media”, “ifeng” or the “Company”), today announced that it will hold its annual general meeting of shareholders at No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, New Territories, Hong Kong on June 4, 2014 at 3:00 p.m.

Holders of record of ordinary shares of the Company at the close of business on April 24, 2014 are entitled to notice of, and to vote at, the annual general meeting or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying Class A ordinary shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.

The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the annual general meeting is available on the Investor Relations section of the Company’s website at http://ir.ifeng.com. Phoenix New Media will file its annual report on Form 20-F, including its audited financial statements for the fiscal year ended December 31, 2013 (the “2013 20-F”), with the U.S. Securities and Exchange Commission (the “SEC”) on or before April 30, 2014. After such filing, Phoenix New Media’s 2013 Form 20-F will be accessible on the above-mentioned website, as well as on the SEC’s website at http://www.sec.gov. In addition, after such filing, shareholders may request a hard copy of the Company’s 2013 20-F, free of charge, by contacting Phoenix New Media Limited, Sinolight Plaza, Floor 16, No.4 Qiyang Road, Wangjing, Chaoyang District, Beijing, 100102, People’s Republic of China, attention: Matthew Zhao, telephone: +86 (10) 6067-6000, email: investorrelations@ifeng.com.

About Phoenix New Media Limited

Phoenix New Media Limited (NYSE: FENG) is the leading new media company providing premium content on an integrated platform across Internet, mobile and TV channels in China.  Having originated from a leading global Chinese language TV network based in Hong Kong, Phoenix TV, the Company enables consumers to access professional news and other quality information and share user-generated content on the Internet and through their mobile devices. Phoenix New Media’s platform includes its ifeng.com channel, consisting of its ifeng.com website and web-based game platform, its video channel, comprised of its dedicated video vertical and mobile video services, and its mobile channel, including its mobile Internet website, mobile applications and mobile value-added services.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Phoenix New Media’s strategic and operational plans, contain forward-looking statements. Phoenix New Media may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Phoenix New Media’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the expected growth of the online and mobile advertising, online video and mobile paid service markets in China; the Company’s reliance on online advertising and MVAS for the majority of its total revenues; the Company’s expectations regarding demand for and market acceptance of its services; the Company’s expectations regarding the retention and strengthening of its relationships with advertisers, partners and customers; fluctuations in the Company’s quarterly operating results; the Company’s plans to enhance its user experience, infrastructure and service offerings; the Company’s reliance on mobile operators in China to provide most of its MVAS; changes by mobile operators in China to their policies for MVAS; competition in its industry in China; and relevant government policies and regulations relating to the Company. Further information regarding these and other risks is included in the Company’s filings with the SEC, including its registration statement on Form F-1, as amended, and its annual report on Form 20-F. All information provided in this press release is as of the date of this press release, and Phoenix New Media does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries please contact:

Phoenix New Media Limited

Matthew Zhao

Email: investorrelations@ifeng.com

ICR, Inc.

Jeremy Peruski

Tel: +1 (646) 405-4883

Email: investorrelations@ifeng.com

Exhibit 99.2

PHOENIX NEW MEDIA LIMTED

(Incorporated in the Cayman Islands with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

to Be Held on June 4, 2014

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Phoenix New Media Limited (the “Company”) will be held at No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, New Territories, Hong Kong on June 4, 2014 at 3:00 pm., local time for the following purpose :

1.                                      Proposal No. 1: To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2013.

2.                                      Proposal No 2: To approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2014.

3.                                      Proposal No. 3: To authorize the board of directors to fix the remuneration of the Independent Auditor.

4.                                      Proposal No. 4: To re-elect the director, Mr. Jerry J. Zhang, who retires by rotation pursuant to the article 87(1) of the Company’s Articles of Association.

5.                                      Proposal No. 5: To approve the 2014 Refreshment of the Company’s share option scheme.

6.                                      Proposal No. 6: To authorize each of the directors or officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretions, thinks fit.

(Terms used but not defined in this Notice shall have the same meaning as defined in the Proxy Statement attached)

And to consider and transact such other business as may properly come before the AGM or any adjournment or adjournments thereof.

The Board of Directors of the Company has fixed the close of business on April 24, 2014 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.

Please refer to the Proxy Form, which is attached to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor Relations section of our website at http://ir.ifeng.com. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof.

Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://ir.ifeng.com/ , or by contacting Phoenix New Media Limited at Sinolight Plaza, Floor 16, No.4 Qiyang Road, Wangjing, Chaoyang District, Beijing, Postal Code: 100102, telephone: +86 (10) 6067-6868 email: ir@ifeng.com.

Beijing, China

April 24, 2014

Exhibit 99.3

Phoenix New Media Limited

(the “Company”)

P R O X Y

I/We                               of                                                                                , the holder of                       class                      ordinary shares1 in the Company, hereby appoint the Chairman of the Annual General Meeting2 or                                                       of                                                                                                   .as my/our proxy to vote on my/our behalf in respect of all matters and resolutions to be submitted for consideration and approval at the Annual General Meeting of the Company to be held on the 4th day of June 2014, and at any adjournment thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit3.

Exhibit 99.4

Phoenix New Media Limited

Sinolight Plaza, Floor 16

No.4 Qiyang Road

Wangjing, Chaoyang District

Beijing, 100102

People’s Republic of China

PROXY STATEMENT

General

The board of directors of Phoenix New Media Limited (the “Company”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on June 4, 2014 at 3:00 p.m., Hong Kong time  (the “AGM”). The AGM will be held at No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, New Territories, Hong Kong.

This Proxy Statement can be accessed, free of charge, on the Investor Relations section of the Company’s website at http://ir.ifeng.com from April 24, 2014, and the Proxy Form is first being mailed to shareholders of the Company on or about April 25, 2014.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person attending the AGM and voting in person.

Record Date, Share Ownership and Quorum

Only shareholders of record at the close of business on April 24, 2014 are entitled to vote at the AGM. Our class A ordinary shares, par value $0.01 per share (“Class A Ordinary Shares”), that underlie American depositary shares (“ADSs”) are included for purposes of this determination. As of April 24, 2014, 601,340,285 of our ordinary shares, par value $0.01 per share (“Ordinary Shares”), were outstanding, including 317,325,360 Class B ordinary shares and 284,014,925 Class A Ordinary Shares. Approximately 276,399,336 Class A Ordinary Shares were represented by ADSs held by Deutsche Bank Trust Company Americas. Two shareholders entitled to vote and  present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares of the Company throughout  the AGM will constitute a quorum for all purposes.

Voting and Solicitation

Each Class A Ordinary Share in issue on the record date is entitled to one vote, and each Class B ordinary share in issue on the record date is entitled to 1.3 votes. A resolution put to the vote at the AGM will be decided on by a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by (i) the chairman of the AGM, or (ii) any one shareholder present in person or in the case of a shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the AGM.

Copies of solicitation materials will be furnished to all holders of ordinary shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names our ordinary shares or ADSs beneficially owned by others to forward to those beneficial owners.

Voting by Holders of Ordinary Shares

When proxies are properly dated, executed and returned by holders of ordinary shares, the ordinary shares they represent will be voted at the AGM, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/ her discretion, as he/ she will on any other matters that may properly come before the AGM, or at any adjournment thereof. Abstentions by holders of ordinary shares are included in the determination of the number of ordinary shares present and voting but are not counted as votes for or against a proposal.

Voting by Holders of ADSs

We have requested Deutsche Bank Trust Company Americas, as depositary of the ADSs, to mail to all owners of ADSs this proxy statement, the accompanying notice of annual general meeting and an ADR Voting Instruction Card. Upon the timely receipt from an owner of record of ADSs of written voting instructions in the manner specified, Deutsche Bank Trust Company Americas will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the amount of ordinary shares represented by the ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with such voting instructions. Under the terms of the deposit agreement, Deutsche Bank Trust Company Americas will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described two paragraphs below.  As the holder of record for all the Class A Ordinary Shares represented by the ADSs, only Deutsche Bank Trust Company Americas may vote those Class A Ordinary Shares at the AGM.

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There is no guarantee that holders of the ADSs or any such holder in particular will receive the notice described above with sufficient time to enable such holder to return any voting instructions to Deutsche Bank Trust Company Americas in a timely manner, in which case the Class A Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.

If (i) the enclosed ADR Voting Instruction Card is missing voting instructions, (ii) the enclosed ADR Voting Instruction Card is improperly completed or (iii) no ADR Voting Instruction Card is received by Deutsche Bank Trust Company Americas from a holder of ADSs by 3:00 p.m. (New York City time), May 30, 2014, Deutsche Bank Trust Company Americas will deem such holder of ADSs to have instructed it to give a proxy to the chairman of the AGM to vote in favor of each proposal recommended by our board of directors and against each proposal opposed by our board of directors, unless the Company has informed Deutsche Bank Trust Company Americas that such proxy should not be given, in accordance with the terms of the deposit agreement.

PROPOSAL 1:

APPROVAL AND ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

The board of directors proposes to receive the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2013.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RECEPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013.

PROPOSAL 2:

APPROVAL OF RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY AS THE INDEPENDENT AUDITOR

The audit committee proposes to approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditor for the fiscal year ending December 31, 2014.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

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PROPOSAL 3:

AUTHORIZATION OF THE BOARD TO FIX THE REMUNERATION OF THE INDEPENDENT AUDITOR

The board of directors proposes to authorize the board to fix the remuneration of the Company’s independent auditor.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF THE BOARD TO FIX THE REMUNERATION OF THE COMPANY’S INDEPENDENT AUDITOR.

PROPOSAL 4:

RE-ELECTION OF MR. JERRY J. ZHANG AS DIRECTOR OF THE COMPANY

According to article 87 of the Company’s articles of association, at each annual general meeting one-third of the directors of the Company for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation, provided that the chairman of our board of directors and/or the executive directors shall not, while they hold such office, be subject to retirement by rotation or be taken into account in determining the number of directors of the Company to retire in each year.  In addition to any director who wishes to retire, if any, the director(s) to retire shall be those who have been longest in office since their last re-election or appointment and such director(s) shall be eligible for re-election.

As of the date of the AGM, the Company has seven directors, including a chairman and two executive directors.   Mr. Jerry J. Zhang, being director who has been longest in the office since the last re-election will retire at the AGM and offer himself for re-election.

The board proposes to re-elect Mr. Jerry J. Zhang as director of the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF MR. JERRY J. ZHANG AS DIRECTOR OF THE COMPANY.

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PROPOSAL 5:

APPROVAL OF 2014 REFRESHMENT OF THE COMPANY’S SHARE OPTION SCHEME

In order to incentivize and retain existing employees and attract new employees, the board of directors has approved, subject to approvals of the shareholders of each of the Company and Phoenix Satellite Television Holdings Limited (the “Phoenix TV”), an increase of the number of share options available to be granted to the eligible participants by a 10% refreshment (the “2014 Refreshment”) of the limit provided in the share option scheme of the Company (the “2008 Share Option Plan”), representing share options carrying rights to subscribe for approximately 28,401,492 Class A ordinary shares of the Company (the “Ordinary Shares”), being 10% of the Class A Ordinary Shares in issue as at the date of the approval from the shareholders of Phoenix TV.

The approvals of the shareholders of each of the Company and Phoenix TV are needed for the 2014 Refreshment pursuant to Sections 4.1(b) of the Company’s 2008 Share Option Plan, which provided that the Company may seek approval from the shareholders and the shareholders of Phoenix TV in general meetings if the refreshment does not exceed 10% of the Class A Ordinary Shares in issue as at the date of the approval from the shareholders of Phoenix TV.

Approval of the 2014 Refreshment by the shareholders of the Company would be subject to the approval of the shareholders of Phoenix TV.

The board of directors proposes to approve the 2014 Refreshment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE 2014 REFRESHMENT.

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PROPOSAL 6:

AUTHORIZATION OF THE DIRECTORS AND OFFICERS OF THE COMPANY

The board of directors proposes to authorize each of the directors or officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF EACH OF THE DIRECTORS OR OFFICERS OF THE COMPANY TO TAKE ANY AND EVERY ACTION THAT MIGHT BE NECESSARY TO EFFECT THE FOREGOING RESOLUTIONS AS SUCH DIRECTOR OR OFFICER, IN HIS OR HER ABSOLUTE DISCRETION, THINKS FIT.

OTHER MATTERS

We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the board of directors may recommend.

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Exhibit 99.5

DEPOSITARY RECEIPTS

Depositary Notice of Annual General Meeting of Shareholders of Phoenix New Media Limited

Deutsche Bank Trust Company Americas, as depositary (the “Depositary”) for American Depositary Share (“ADS”) program of Phoenix New Media Limited (the “Company”) has received notice from the Company of its Annual General Meeting of Shareholders currently scheduled on the date set forth above.   A copy of the Notice of Meeting from the Company which includes the agenda can be found on the Company’s website  www.ifeng.com

In accordance with the provisions of the Deposit Agreement governing the ADSs, registered holders of ADRs (“Holders”) at the close of business (NY time) on the ADS Record Date set forth above will be entitled, subject to applicable law, the Memorandum and Articles of Association and the provisions of or governing the class A ordinary shares of the Company (the “Shares”), to instruct the Depositary as to the exercise of the voting rights pertaining to the Shares represented by such Holder’s ADS.  A voting instruction form is enclosed for that purpose.

With respect to any properly completed voting instructions received by the Depositary on or prior to the Voting Deadline set forth above, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of this Deposit Agreement, the Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares (in person or by proxy) represented by ADSs in accordance with such voting instructions.

In the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Shares represented by such Holder’s ADSs or (ii) no timely instructions are received by the Depositary from a Holder with respect to any of the Shares represented by the ADSs held by such Holder on the ADS Record Date, pursuant to the Deposit Agreement the Holder of such unvoted ADSs will be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Shares and the Depositary shall provide a discretionary proxy to a person designated by the Company to vote such Shares, provided, however, that no such instruction shall be deemed to have been given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification.  Holders are advised that the Company had not informed the Depositary of any of (x), (y) or (z) above.

In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse.  The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis.

Holders are advised that subject to applicable law, regulation and the Memorandum and Articles of Association, the Depositary shall, if so requested in writing by the Company, represent all Shares (whether or not voting instructions have been received in respect of such Shares from Holders as of the ADS Record Date) represented by ADSs for the purpose of establishing quorum at a meeting of shareholders.

Notwithstanding the above, save for applicable provisions of the law of the Cayman Islands, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Shares or the manner in which such vote is cast or the effect of such vote.

For more information, contact:

Deutsche Bank

Depositary Receipts

212 250 9100 phone

Exhibit 99.6

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

PHOENIX NEW MEDIA LIMITED

June 4, 2014

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.