GCT Semiconductor (NYSE: GCTS) wins approval for large equity line share issuance

Rhea-AI Filing Summary

GCT Semiconductor Holding, Inc. reported the results of its 2025 annual stockholder meeting held on September 18, 2025. Stockholders elected directors Nelson C. Chan and Dr. Kukjin Chun, each receiving over 30.5 million votes in favor, with broker non-votes reported.

They also ratified the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 32,620,731 votes for, 3,990 against and 985,375 abstentions. In a key governance item, stockholders approved, for purposes of New York Stock Exchange rules, the issuance of common stock in excess of 19.99% of outstanding common stock pursuant to the Company’s equity line of credit facility, with 30,629,198 votes for, 79,294 against, 912,989 abstentions and 1,988,615 broker non-votes.

Positive

• None.

Negative

• Approval for issuance above 19.99% of outstanding common stock under an equity line of credit facility introduces the possibility of significant future dilution if fully utilized.

Insights

Equity & Governance Analyst

Shareholders approved potential stock issuance above 19.99%, creating notable dilution capacity.

The meeting results show routine support for governance items, including the election of two directors and ratification of the independent auditor for the year ending December 31, 2025. Vote margins were wide, with more than 30 million shares cast in favor of each director and over 32.6 million supporting the audit firm.

The more consequential decision is the approval, for New York Stock Exchange rule purposes, of issuing common stock in excess of 19.99% of outstanding shares under an equity line of credit facility. This resolution, which received 30,629,198 votes for versus 79,294 against, permits the company to draw more heavily on this facility by issuing additional shares. The actual impact on existing holders will depend on how much of this capacity is used, at what prices, and over what period.

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.

Understanding 8-K Material Events →

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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 18, 2025

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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GCT Semiconductor Holding, Inc. (the “Company”) was held on September 18, 2025. At the Annual Meeting, the Company’s stockholders voted on three 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
Nelson C. Chan		30,546,750		1,074,731		1,988,615
Dr. Kukjin Chun		30,700,657		920,824		1,988,615

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, 2025. The results of the vote taken were as follows:

For		Against		Abstain
32,620,731		3,990		985,375

Proposal 3: Approval of, for purposes of complying with the rules of the New York Stock Exchange, the issuance of shares of the Company’s common stock in excess of 19.99% of its outstanding common stock pursuant to the Company’s equity line of credit facility.

The stockholders voted on the approval of, for purposes of complying with the rules of the New York Stock Exchange, the issuance of shares of the Company’s common stock in excess of 19.99% of its outstanding common stock pursuant to the Company’s equity line of credit facility. The results of the vote taken were as follows:

For		Against		Abstain		Broker Non-Vote
30,629,198		79,294		912,989		1,988,615

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.
Date: September 19, 2025	By:	/s/ Edmond Cheng
	Name:	Edmond Cheng
	Title:	Chief Financial Officer

FAQ

What did GCT Semiconductor (GCTS) stockholders approve at the 2025 annual meeting?

Stockholders elected two directors, ratified the independent registered public accounting firm for the year ending December 31, 2025, and approved the issuance of common stock in excess of 19.99% of outstanding common stock under the Company’s equity line of credit facility for New York Stock Exchange rule compliance.

Which directors were elected at GCT Semiconductor’s 2025 annual meeting and with how many votes?

Stockholders elected Nelson C. Chan with 30,546,750 votes for and Dr. Kukjin Chun with 30,700,657 votes for. Each director election also reported withheld votes and broker non-votes.

Did GCT Semiconductor (GCTS) ratify its independent auditor for 2025?

Yes. Stockholders ratified the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 32,620,731 votes for, 3,990 against and 985,375 abstaining.

What is the significance of the 19.99% threshold mentioned in GCT Semiconductor’s equity line proposal?

The proposal approved the issuance of common stock in excess of 19.99% of the Company’s outstanding common stock pursuant to its equity line of credit facility, specifically to comply with New York Stock Exchange rules that require stockholder approval when issuances exceed this threshold.

How did GCT Semiconductor (GCTS) stockholders vote on the equity line of credit share issuance proposal?

For the proposal to approve the issuance of common stock in excess of 19.99% of outstanding common stock under the equity line of credit facility, there were 30,629,198 votes for, 79,294 against, 912,989 abstentions, and 1,988,615 broker non-votes.

Does the approval at the 2025 annual meeting mean GCT Semiconductor will immediately issue more than 19.99% new shares?

The approval authorizes, for New York Stock Exchange rule purposes, the issuance of common stock in excess of 19.99% of outstanding common stock under the equity line of credit facility; it permits such issuance but does not itself specify timing or volume of actual issuances.