GCT Semiconductor holders elect two directors

GCT Semiconductor Holding, Inc. stockholders elected two directors and overwhelmingly ratified BPM LLP as auditor at the 2026 annual meeting.

Rhea-AI Filing Summary

GCT Semiconductor Holding, Inc. (GCTS) reports the results of its 2026 Annual Meeting of Stockholders held on September 17, 2026. Stockholders elected directors Robert J. Barker and Hyunsoo Shin and ratified the appointment of BPM LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

For the director elections, Barker received 35,321,741 votes for and 3,545,422 withheld, while Shin received 38,706,048 votes for and 161,115 withheld, in each case with 11,989,240 broker non-votes. The auditor ratification received 50,294,548 votes for, 312,376 against, and 249,479 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Robert J. Barker: 35,321,741 votes Votes withheld for Robert J. Barker: 3,545,422 votes Votes for Hyunsoo Shin: 38,706,048 votes +5 more

8 metrics

Votes for Robert J. Barker 35,321,741 votes Election of director at 2026 Annual Meeting

Votes withheld for Robert J. Barker 3,545,422 votes Election of director at 2026 Annual Meeting

Votes for Hyunsoo Shin 38,706,048 votes Election of director at 2026 Annual Meeting

Votes withheld for Hyunsoo Shin 161,115 votes Election of director at 2026 Annual Meeting

Broker non-votes for director elections 11,989,240 votes Broker non-votes on each director nominee at 2026 Annual Meeting

Votes for auditor ratification 50,294,548 votes Ratification of BPM LLP for fiscal year ending December 31, 2026

Votes against auditor ratification 312,376 votes Ratification of BPM LLP for fiscal year ending December 31, 2026

Abstentions on auditor ratification 249,479 votes Ratification of BPM LLP for fiscal year ending December 31, 2026

Key Terms

broker non-vote, independent registered public accounting firm, emerging growth company

3 terms

broker non-vote regulatory

"The results of the vote taken were as follows ... Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

independent registered public accounting firm regulatory

"ratified the appointment ... as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GCTS stockholders approve at the 2026 Annual Meeting?

Stockholders elected Robert J. Barker and Hyunsoo Shin as directors and ratified BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

How did GCTS stockholders vote on director Robert J. Barker?

For director Robert J. Barker, stockholders cast 35,321,741 votes for, 3,545,422 withheld, and there were 11,989,240 broker non-votes at the 2026 Annual Meeting.

What were the voting results for GCTS director Hyunsoo Shin?

For director Hyunsoo Shin, stockholders cast 38,706,048 votes for, 161,115 withheld, and there were 11,989,240 broker non-votes at the 2026 Annual Meeting.

Which audit firm did GCTS stockholders ratify for 2026?

Stockholders ratified BPM LLP as GCT Semiconductor Holding, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 50,294,548 votes for, 312,376 against, and 249,479 abstentions.

When was the 2026 Annual Meeting of GCTS held?

The 2026 Annual Meeting of Stockholders of GCT Semiconductor Holding, Inc. was held on September 17, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 17, 2026

GCT Semiconductor Holding, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-41013

(Commission File Number)

Delaware	86-2171699
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

2290 North 1st Street, Suite 201

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 434-6040

(Registrant’s telephone number, including area code)

N/A

(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:

☐
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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GCTS		NYSE
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share		GCTS.WS		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of GCT Semiconductor Holding, Inc. (the “Company”) was held on September 17, 2026. At the Annual Meeting, the Company’s stockholders voted on two proposals and cast their votes as follows:

Proposal 1: Election of Directors.

The stockholders elected all of management’s nominees for election as directors. The results of the vote taken were as follows:

Directors		For		Withheld		Broker Non-Vote
Robert J. Barker		35,321,741		3,545,422		11,989,240
Hyunsoo Shin		38,706,048		161,115		11,989,240

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment, by the Audit Committee of the Company’s Board of Directors, of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote taken were as follows:

For		Against		Abstain
50,294,548		312,376		249,479

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GCT SEMICONDUCTOR HOLDING, INC.
September 18, 2026	By:	/s/ Edmond Cheng
	Name:	Edmond Cheng
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.2 KB