STOCK TITAN

Shareholders of GD Culture Group (GDC) cast 30.6M votes at 2026 annual meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GD Culture Group Limited reported the results of its 2026 annual stockholder meeting. A total of 30,606,330 common shares were present in person or by proxy, representing 50.37% of the 60,759,711 shares outstanding as of the March 4, 2026 record date, which constituted a quorum.

Stockholders voted on the election of five directors and additional proposals. Each director nominee received about 30.4 million votes in favor and roughly 0.2 million or fewer votes against, with no broker non-votes reported on these items.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 30,606,330 shares Common stock present or by proxy at 2026 annual meeting
Shares outstanding 60,759,711 shares Common stock issued and outstanding as of March 4, 2026 record date
Quorum percentage 50.37% Portion of outstanding common stock represented at the 2026 annual meeting
Votes for Xiao Jian Wang 30,596,679 votes Director nominee votes cast for at 2026 annual meeting
Votes against Xiao Jian Wang 9,623 votes Director nominee votes cast against at 2026 annual meeting
Proposal vote tally (table 1) 30,423,507 for, 182,153 against, 670 abstain Unspecified proposal voted on at 2026 annual meeting
Proposal vote tally (table 2) 30,419,966 for, 183,488 against, 2,876 abstain Unspecified proposal voted on at 2026 annual meeting
quorum financial
"therefore constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes financial
"Broker Non-Votes | --------------------------------------------------------------------------------"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
record date financial
"issued and outstanding as of the record date of March 4, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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.
annual meeting of stockholders financial
"held its 2026 annual meeting of stockholders (the “Annual Meeting”)"
false 0001641398 0001641398 2026-03-30 2026-03-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): March 30, 2026

 

GD Culture Group Limited

(Exact name of Company as specified in charter)

 

Nevada   001-37513   47-3709051
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

111 Town Square Place, Suite #1203

Jersey City, NJ 07310

(Address of principal executive offices) (Zip code)

 

+1-347-2590292

(Registrant’s Telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   GDC   Nasdaq Capital Market

 

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.

 

On March 30, 2026, GD Culture Group Limited (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at 1:00 p.m., Eastern Time, at the principal office of the Company located at 111 Town Square Place, Suite #1203, Jersey City, NJ 07310. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 30,606,330 shares of the common stock, representing approximately 50.37% of the 60,759,711 shares of common stock issued and outstanding as of the record date of March 4, 2026, and therefore constituting a quorum. At the Annual Meeting, the following proposals were voted on:

 

Proposal One  

BE IT RESOLVED, THAT

 

To elect five directors to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified;

 

Nominees  Votes
Cast For
   Votes
Against
   Votes Abstained/
Withheld
   Broker
Non-Votes
 
Xiao Jian Wang   30,596,679    9,623    28    - 
Zihao Zhao   30,584,503    21,798    29    - 
Lei Zhang   30,419,989    186,312    29    - 
Yun Zhang   30,419,989    186,312    29    - 
Shuaiheng Zhang   30,402,696    203,605    29    - 

 

Proposal Two  

BE IT RESOLVED, THAT,

 

To ratify the selection by the audit committee of the Board of GGF CPA LTD (“GGF”) to serve as our independent registered public accounting firm for the year ended December 31, 2025 and for the year ending December 31, 2026;

 

For   Against   Abstain   Broker
Non-Votes
30,423,507   182,153   670   -

 

Proposal Three  

BE IT RESOLVED, THAT,

 

To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals.

 

For   Against   Abstain   Broker
Non-Votes
30,419,966   183,488   2,876   -

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
  Description of Exhibit
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

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.

 

  GD CULTURE GROUP LIMITED
   
Date: April 3, 2026 By: /s/ Xiaojian Wang
  Name:  Xiaojian Wang
  Title: Chief Executive Officer, President and
Chairman of the Board

 

2

 

FAQ

What did GD Culture Group Limited (GDC) announce from its 2026 annual meeting?

GD Culture Group Limited reported the voting results from its 2026 annual stockholder meeting. Shareholders considered director elections and other proposals, with detailed vote counts disclosed for each item, including shares present, percentage of outstanding shares represented, and for/against/abstain breakdowns.

How many GD Culture Group (GDC) shares were represented at the 2026 annual meeting?

A total of 30,606,330 common shares were present or represented by valid proxy at the 2026 annual meeting. This represented 50.37% of the 60,759,711 common shares issued and outstanding as of the March 4, 2026 record date, satisfying quorum requirements for conducting business.

What were the quorum and record date details for GDC’s 2026 annual meeting?

The record date for GD Culture Group’s 2026 annual meeting was March 4, 2026, with 60,759,711 common shares outstanding. At the meeting, 30,606,330 shares were present or represented by proxy, representing 50.37% of outstanding shares, which the company states constituted a quorum.

How did GD Culture Group (GDC) stockholders vote on director nominees in 2026?

Stockholders cast approximately 30.4 million votes for each of the five director nominees, with roughly 9,623 to 203,605 votes against and minimal abstentions. No broker non-votes were reported for these director elections, indicating broad participation among represented shares on these items.

Were there broker non-votes reported at GD Culture Group’s 2026 annual meeting?

For the director election proposals listed, GD Culture Group reported no broker non-votes. The additional proposals summarized in the filing’s vote tables also list broker non-votes as “-”, indicating none were recorded for those items in the disclosed voting results.

Where was GD Culture Group’s 2026 annual stockholder meeting held?

The 2026 annual meeting of GD Culture Group Limited was held at 1:00 p.m. Eastern Time at the company’s principal office, located at 111 Town Square Place, Suite #1203, Jersey City, New Jersey 07310, as disclosed in the meeting information section.

Filing Exhibits & Attachments

3 documents