GITS Seeks Shareholder Approval for Director Election, Equity Plan Boost

TL;DR

**GITS is pushing through a massive equity plan expansion and a director removal ratification, signaling potential dilution and internal shifts; vote 'FOR' if you trust management's long-term vision, 'AGAINST' if you fear dilution.**

AI Summary

Global Interactive Technologies, Inc. (GITS) is holding its 2025 Annual Meeting on December 29, 2025, to address several critical corporate governance and structural changes. Key proposals include the election of four directors, an amendment to increase the par value of Common and Preferred Stock from $0.001 to $0.02 per share, and a significant expansion of the 2022 Omnibus Equity Incentive Plan, reserving 500,000 shares, up from 75,000 shares. The company also seeks ratification for the September 2025 removal of director Aram Ahn and the appointment of OneStop Assurance, PAC, as its independent auditor for 2025. These proposals, particularly the substantial increase in equity incentive shares, suggest a strategic move to enhance executive and employee compensation and retention, potentially impacting future dilution for existing shareholders. The Board of Directors unanimously recommends a 'FOR' vote on all six proposals.

Why It Matters

This DEF 14A filing is crucial for GITS investors as it outlines significant changes to corporate governance and potential shareholder dilution. The proposed increase in the equity incentive plan from 75,000 to 500,000 shares could dilute existing shareholder value but is intended to attract and retain key talent, which is vital for competitive growth in the interactive technology sector. The ratification of Aram Ahn's removal as a director in September 2025 signals potential internal board dynamics or strategic shifts. For employees, the expanded equity plan offers enhanced compensation opportunities, while customers and the broader market will watch how these governance changes impact GITS's strategic direction and operational stability against competitors.

Risk Assessment

Risk Level: medium — The proposed amendment to the 2022 Omnibus Equity Incentive Plan, increasing reserved shares from 75,000 to 500,000, represents a substantial potential dilution of approximately 11.5% based on 3,674,208 outstanding shares. Additionally, the ratification of director Aram Ahn's removal in September 2025, without further context in this filing, introduces uncertainty regarding board stability and governance practices.

Analyst Insight

Investors should carefully evaluate the potential dilution from the expanded equity incentive plan against the benefits of retaining and attracting talent. Consider voting 'FOR' the proposals if you believe management's strategy warrants the dilution for growth, or 'AGAINST' the equity plan if you prioritize current shareholder value over future incentive-based growth.

Key Numbers

• 500,000 shares — New shares reserved for 2022 Omnibus Equity Incentive Plan (Increased from 75,000 shares, representing a significant potential dilution for existing shareholders.)
• 75,000 shares — Previous shares reserved for 2022 Omnibus Equity Incentive Plan (The original number of shares reserved before the proposed amendment.)
• $0.02 per share — Proposed par value for Common and Preferred Stock (Increased from $0.001 per share, requiring a charter amendment.)
• $0.001 per share — Current par value for Common and Preferred Stock (The par value before the proposed amendment.)
• 3,674,208 shares — Common Stock issued and outstanding (As of the Record Date, November 4, 2025, used for voting entitlement.)
• December 29, 2025 — Date of the 2025 Annual Meeting of Stockholders (The date when shareholders will vote on the proposals.)
• November 4, 2025 — Record Date for voting entitlement (Stockholders holding shares on this date are eligible to vote.)
• September 2025 — Date of Aram Ahn's removal as director (The Board seeks shareholder ratification for this action.)
• 33.3% — Quorum requirement for Annual Meeting (Percentage of outstanding Common Stock required to be present for transaction of business.)

Key Players & Entities

• Global Interactive Technologies, Inc. (company) — Registrant and subject of the DEF 14A filing
• GITS (company) — Ticker symbol for Global Interactive Technologies, Inc.
• Taehoon Kim (person) — Interim Chief Executive Officer of Global Interactive Technologies, Inc.
• Aram Ahn (person) — Director of Global Interactive Technologies, Inc. whose removal in September 2025 is subject to ratification
• OneStop Assurance, PAC (company) — Appointed independent registered public accounting firm for Global Interactive Technologies, Inc. for 2025
• SEC (regulator) — U.S. Securities and Exchange Commission, where the DEF 14A was filed
• Board of Directors (company) — Recommends voting in favor of all proposals
• Colonial Stock Transfer (company) — Provider of online voting platform for GITS shareholders

FAQ

Industry Context

Global Interactive Technologies, Inc. operates within the technology sector, likely focusing on interactive solutions. The current market is characterized by rapid innovation, increasing demand for digital engagement platforms, and intense competition from both established players and emerging startups. Companies in this space often rely on intellectual property and talent to maintain a competitive edge.

Regulatory Implications

The proposed increase in authorized shares for the equity incentive plan could lead to future dilution, which may attract scrutiny from investors and potentially impact share price. Changes to the company's charter, such as the par value increase, require adherence to corporate law and proper SEC filings. The ratification of auditor appointment ensures compliance with financial reporting regulations.

What Investors Should Do

1. Vote 'FOR' Proposal One (Election of Directors) to support the Board's recommended slate.
2. Vote 'FOR' Proposal Two (Par Value Proposal) to approve the amendment to the company's charter.
3. Vote 'FOR' Proposal Three (Incentive Plan Proposal) to approve the increase in shares reserved for equity compensation, understanding potential dilution.
4. Vote 'FOR' Proposal Four (Director Removal Proposal) to ratify the Board's decision regarding Aram Ahn's removal.
5. Vote 'FOR' Proposal Five (Ratification of Auditor Appointment) to approve OneStop Assurance, PAC as the independent auditor.
6. Vote 'FOR' Proposal Six (Adjournment Proposal) as a contingency measure if needed.

Key Dates

• 2025-12-29: 2025 Annual Meeting of Stockholders — Shareholders will vote on director elections, stock par value increase, equity incentive plan expansion, ratification of director removal, and auditor appointment.
• 2025-11-04: Record Date for voting entitlement — Establishes the list of shareholders eligible to vote at the Annual Meeting.
• 2025-09: Removal of director Aram Ahn — Shareholders are being asked to ratify this removal.
• 2025-04-30: Filing of 2024 Annual Report on Form 10-K — Provides audited financial information for the fiscal year ended December 31, 2024.
• 2025-11-18: First mailing of proxy solicitation materials — Informs shareholders about the upcoming meeting and proposals, and provides voting instructions.

Glossary

DEF 14A

A filing with the SEC that provides shareholders with information about matters to be voted on at an annual meeting, including director nominations, executive compensation, and other corporate actions. (This document is the proxy statement for Global Interactive Technologies, Inc.'s 2025 Annual Meeting.)

Par Value

The nominal value assigned to a share of stock by the company's charter, which is typically a very small amount and does not reflect the market value of the stock. (The company is proposing to increase the par value of its Common and Preferred Stock from $0.001 to $0.02 per share.)

2022 Omnibus Equity Incentive Plan

A plan established by the company to grant equity-based compensation, such as stock options or restricted stock, to employees and directors. (The company is seeking to significantly increase the number of shares reserved under this plan, from 75,000 to 500,000.)

Record Date

A specific date set by the company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders as of November 4, 2025, are entitled to vote at the December 29, 2025, Annual Meeting.)

Quorum

The minimum number of shares that must be represented at a shareholder meeting, either in person or by proxy, for the meeting to be valid and for business to be transacted. (A quorum requires 33.3% of the outstanding Common Stock to be present.)

Street Name

Refers to shares of stock held by a beneficial owner in an account at a brokerage firm or bank, rather than being registered directly in the owner's name. (Explains how beneficial owners holding shares in street name can vote their shares.)

Ratify

To approve or confirm an action that has already been taken. (Shareholders are being asked to ratify the removal of a director and the appointment of the independent auditor.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting, distinct from the 2024 Annual Report on Form 10-K filed on April 30, 2025. Key differences include the focus on upcoming shareholder votes on corporate governance and compensation structures, such as the significant expansion of the equity incentive plan and the proposed increase in stock par value, which were not primary topics in the previous year's financial reporting.

Key Financial Figures

• $0.001 — s Common Stock and Preferred Stock from $0.001 to $0.02 per share ("Proposal Two" or t
• $0.02 — tock and Preferred Stock from $0.001 to $0.02 per share ("Proposal Two" or the "Par V
• $7.0 billion — tly in 140 countries and valued at over $7.0 billion. Prior to that, Mr. Namer served as Pre

Filing Documents

• ea0264162-02.htm (DEF 14A) — 565KB
• tproxy_001.jpg (GRAPHIC) — 1036KB
• tproxy_002.jpg (GRAPHIC) — 1184KB
• tproxy_003.jpg (GRAPHIC) — 808KB
• 0001213900-25-111518.txt ( ) — 7711KB
• gits-20251114.xsd (EX-101.SCH) — 9KB
• gits-20251114_lab.xml (EX-101.LAB) — 33KB
• ea0264162-02_htm.xml (XML) — 5KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________ SCHEDULE 14A (RULE 14A-101) _________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a -12 GLOBAL INTERACTIVE TECHNOLOGIES, INC. (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 GLOBAL INTERACTIVE TECHNOLOGIES, INC. 160, Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Republic of Korea 07231 To Our Stockholders: November 17, 2025 It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Global Interactive Technologies, Inc. (the "Company") to be held on December 29, 2025, at 11 a.m., Eastern time, at 3 Second Street, 12 th Floor, Jersey City, New Jersey 07302. The enclosed Notice of the Annual Meeting of Stockholders and Proxy Statement includes information about the matters to be acted upon by stockholders at the Annual Meeting. You may vote by completing, signing and returning your completed proxy card (or a voting instruction form, if you hold your shares through a broker). If you decide to attend the Annual Meeting, you may revoke your proxy at that time and vote your shares at such meeting. Stockholders of record at the close of business on November 4, 2025, are entitled to notice of and to vote at the Annual Meeting. Copies of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission ("SEC"), will be furnished without charge to any stockholder upon written request to Global Interactive Technologies, Inc., 160, Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Republic of Korea 07231, Attention: Taehoon Kim. This Proxy Statement and the Company's 2024 Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 30, 2025, are available on the SEC's website at www.sec.gov and on the Company's website at www.gitechnologies.com. These proxy solicitation materials are first being mailed to stockholders on or about November 18, 2025. Sincerely, /s/ Taehoon Kim Taehoon Kim Interim Chief Executive Officer GLOBAL INTERACTIVE TECHNOLOGIES, INC. NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 29, 2025 To the Stockholders of Global Interactive Technologies, Inc.: The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Global Interactive Technologies, Inc. (the "Company") will be held on December 29, 2025, at 11 a.m., Eastern time, at 3 Second Street, 12 th Floor, Jersey City, New Jersey 07302. At the Annual Meeting, stockholders will be asked to vote on the following matters (as more fully described in the Proxy Statement accompanying this Notice): 1. To elect four directors of the Company to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified ("Proposal One" or the "Election of Directors"); 2. To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the par value of the Company's Common Stock and Preferred Stock from $0.001 to $0.02 per share ("Proposal Two" or the "Par Value Proposal"); 3. To approve an amendment to the Company's 2022 Omnibus Equity Incentive Plan increasing the number of shares of common stock reserved for issuance thereunder from 75,000 shares to 500,000 shares ("Proposal Three" or the "Plan Amendment"); 4. To ratify the removal of Aram Ahn as a director of the Company in September 2025 and the actions taken by the Company in connection therewith ("Proposal Four" or the "Director Removal Proposal"); 5. To ratify the appointment of OneStop Assurance, PAC, as the Company's independent registered public accounting firm for the year ending December 31, 2025 ("Proposal Five" or the "Ratification of the Appointment of our Independent Registered Public Accounting Firm"); and 6. To approve the adjournment of the Annual Meeting if there are insufficient votes at the Annual Meeting to approve any of the Proposals ("Proposal Six" or the "Adjournment Proposal"). The Board of Directors recommends that you vote in favor of each of the proposals. Please refer to the Proxy Statement for detailed information about the Annual Meeting, each of the proposals and voting instructions. Your vote is important, and we strongly urge you to cast your vot

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