GCT Semiconductor (GCTS) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 17, 2026, via virtual audiocast, with voting on director elections and auditor ratification.

• Record date for voting is July 24, 2026; 91,965,788 shares outstanding and 76 holders of record.

• Proxy materials, annual report, and voting instructions are available online; multiple voting methods offered.

• Forward-looking statements highlight risks related to 5G commercialization, supply chain, macroeconomic factors, and capital requirements.

Voting matters and shareholder proposals

• Two Class II directors (Robert J. Barker and Hyunsoo Shin) nominated for re-election to serve until 2029.

• Ratification of BPM LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR both proposals; broker non-votes and abstentions have no impact on director elections.

• Shareholder proposals for the 2027 meeting must be received by April 5, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes; six are independent under NYSE standards.

• Dr. Kyeongho Lee serves as Chairman; board held nine meetings in 2025, with all directors attending at least 75%.

• Committees: Audit (Barker, Shin, Chun), Compensation (Lee, Barker, Tuder), Nominating & Corporate Governance (Barker, Lee, Chan).

• Board leadership structure separates CEO and Chair roles; risk oversight is managed at both board and committee levels.

• Code of Ethics, Insider Trading Policy, and Clawback Policy adopted; all committee charters available online.