secwatch / observer
8-K filed February 29, 2024, 6:59 PM ET ticker GCTS CIK 0001851961
M&A confidence high sentiment neutral materiality 0.80

Concord Acquisition Corp III stockholders approve business combination with GCT Semiconductor

GCT Semiconductor Holding, Inc.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Business Combination Proposal at the 2024-02-27 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2024-02-27
Exact text from the filing
Business Combination Proposal The proposal to approve and adopt the Business Combination Agreement, dated as of November 2, 2023 (as it may be amended and/or restated from time to time, the "Business Combination Agreement"), by and among the Company, GCT and Merger Sub, and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger and becoming a wholly-owned direct subsidiary of Concord III (collectively with the other transactions described in the Business Combination Agreement, the "Business Combination"), was approved. The voting results of the shares of Common Stock were as follows: For Against Abstentions 11,001,661 0 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Charter Amendment Proposal at the 2024-02-27 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-02-27
Exact text from the filing
Charter Amendment Proposal The proposal to adopt the proposed second amended and restated certificate of incorporation of the Company (the "Proposed Certificate of Incorporation") attached as Annex B to the proxy statement/prospectus was approved. The voting results of the shares of Common Stock were as follows: Common Stock For Against Abstentions 11,000,661 1,000 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (c) To require a two-thirds vote to remove a director at the 2024-02-27 meeting.

Outcome
passed
Meeting
2024-02-27
Exact text from the filing
To require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office: For Against Abstentions 11,000,661 1,00 0 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (d) To require special meetings only to be called by board of directors at the 2024-02-27 meeting.

Outcome
passed
Meeting
2024-02-27
Exact text from the filing
To require that special meetings of stockholders may only be called by or at the direction of the board of directors pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock: For Against Abstentions 11,001,661 0 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (e) To modify forum selection provision at the 2024-02-27 meeting.

Outcome
passed
Meeting
2024-02-27
Exact text from the filing
To modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act: For Against Abstentions 11,001,661 0 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Incentive Award Plan Proposal at the 2024-02-27 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2024-02-27
Exact text from the filing
Incentive Award Plan Proposal The proposal to approve and adopt the incentive award plan established to be effective after the Closing of the Business Combination was approved. The voting results of the shares of Common Stock were as follows: For Against Abstentions 11,000,661 1,000 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (b) To increase authorized shares of common stock and preferred stock at the 2024-02-27 meeting.

Outcome
passed
Meeting
2024-02-27
Exact text from the filing
To increase the number of shares of (i) common stock the Company is authorized to issue from 220,000,000 shares to 400,000,000 shares and (ii) preferred stock the Company is authorized to issue from 20,000,000 shares to 40,000,000 shares: For Against Abstentions 11,001,661 0 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Election of Directors Proposal at the 2024-02-27 meeting.

Proposal
director election
Outcome
passed
Meeting
2024-02-27
Exact text from the filing
Election of Directors Proposal The proposal to elect, effective at Closing, six directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified was approved. The voting results of the shares of Common Stock for the director nominees were as follows: Class I Director: Kukjin Chun For Withheld 11,001,661 0 Class II Directors: Robert Barker For Withheld 11,001,661 0 Hyunsoo Shin For Withheld 11,001,661 0 Class III Directors: John Schlaefer For Withheld 11,001,661 0 Jeff Tuder For Withheld 11,001,661 0 Dr. Kyeongho Lee For Withheld 11,001,661 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved NYSE Proposal at the 2024-02-27 meeting.

Outcome
passed
Meeting
2024-02-27
Exact text from the filing
NYSE Proposal The proposal to approve, in connection with the Business Combination, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of Common Stock to (i) the holders of GCT Common Stock in the merger pursuant to the Business Combination Agreement, (ii) the PIPE Investors (as defined in the Business Combination Agreement) pursuant to the PIPE Subscription Agreements (as defined in the Business Combination Agreement) and (iii) the CVT Investors (as defined in the Business Combination Agreement)
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

GCT Semiconductor Holding, Inc. shareholders approved Employee Stock Purchase Plan Proposal at the 2024-02-27 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2024-02-27
Exact text from the filing
Employee Stock Purchase Plan Proposal The proposal to approve and adopt the 2024 Employee Stock Purchase Plan established to be effective after the Closing was approved. The voting results of the shares of Common Stock were as follows: For Against Abstentions 11,001,661 0 0
View on SEC.gov

Browse all shareholder votes →

GCT Semiconductor Holding, Inc. filing history →

Source: SEC EDGAR
accession 0001104659-24-028838
Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.