Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 20, 2024, GD Culture Group Limited (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting") at 22F - 810 Seventh Avenue, New York, NY 10019. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 5,412,037 shares of the common stock, representing approximately 49% of the 11,167,294 shares of common stock issued and outstanding as of the record date of November 18, 2024, and therefore constituting a quorum. At the Annual Meeting, the following proposals were voted on:
1. Election of the following persons as Directors of the Company.
| FOR | WITHHOLD |
Broker Non-Vote | ||||||||||
| Xiao Jian Wang | 3,654,238 | 3,966 | 1,753,833 | |||||||||
| Zihao Zhao | 3,654,238 | 3,966 | 1,753,833 | |||||||||
| Lei Zhang | 3,654,188 | 4,016 | 1,753,833 | |||||||||
| Yun Zhong | 3,654,198 | 4,006 | 1,753,833 | |||||||||
| Shuaiheng Zhang | 3,654,198 | 4,006 | 1,753,833 |
Accordingly, Xiao Jian Wang, Zihao Zhao, Lei Zhang, Yun Zhong, and Shuaiheng Zhang has been elected as Directors of the Company.
2. Ratification of HTL International, LLC to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
| FOR | AGAINST | ABSTAIN | ||
| 5,385,803 | 22,427 | 3,807 |
Accordingly, HTL International, LLC has been ratified to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
3. Approval, by non-binding advisory vote, of the resolution approving named executive officer compensation.
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||
| 3,633,423 | 12,060 | 12,721 | 1,753,833 |
Accordingly, the resolution approving named executive officer compensation has been approved by non-binding advisory vote.
4. Approval, by non-advisory vote, of the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation.
| 3 YEARS | 2 YEARS | 1 YEAR | ABSTAIN | Broker Non-Vote | ||||
| 3,630,413 | 1,610 | 11,800 | 14,381 | 1,753,833 |
Accordingly, a three-year frequency has been approved for future non-binding advisory votes on resolutions approving future named executive officer compensation.
5. Authorization to adjourn 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 | ||
| 5,342,540 | 67,192 | 2,305 |
Accordingly, adjournment of the Annual Meeting has been authorized 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.