DEF: Great Elm Capital Corp. Announces 2025 Annual Stockholders Meeting

Great Elm Capital Corp. will hold its 2025 Annual Stockholders Meeting online on May 30, 2025, to vote on the election of a Class III director and the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm.

Summary

• Great Elm Capital Corp. is holding its 2025 Annual Stockholders Meeting on May 30, 2025, at 8:30 a.m. Eastern Time, via live webcast.
• Stockholders of record as of April 2, 2025, are entitled to vote on the election of Chad Perry as Class III director and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR the election of Chad Perry and FOR the ratification of Deloitte's appointment.
• The company is providing proxy materials online to conserve resources and reduce costs.
• As of the record date, April 2, 2025, there were 11,544,415 shares of common stock outstanding and entitled to vote.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and informative tone. The recommendations are clear, and the company highlights efforts to reduce costs and improve accessibility for stockholders. The sentiment is slightly positive due to the clear communication and standard corporate governance practices.

Positives

• The company is using a virtual meeting format to provide the same opportunities to participate as an in-person meeting.
• The company is taking steps to reduce printing and distribution costs by providing proxy materials online.
• The Board is recommending qualified candidates and firms for election and ratification.

Risks

• The document mentions certain risks represented by the company's investments, as detailed in the Annual Report on Form 10-K for the year ended December 31, 2024.
• Conflicts of interest may arise due to the involvement of certain executive officers and directors in other entities, including GECM and ICAM.

Future Outlook

The document outlines the matters to be considered and voted on at the Annual Meeting and provides information to stockholders to assist them in making informed decisions.

Management Comments

• Matt Kaplan, Chief Executive Officer, encourages stockholders to vote their proxies and thanks them for their continued support.
• The Board believes the continued retention of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2025 is advisable and in our best interest.

Industry Context

As a Business Development Company (BDC), Great Elm Capital Corp. is subject to specific regulatory requirements and risk management practices common in the investment company industry.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• However, it mentions compliance with Nasdaq Rules and SEC regulations, which are standard benchmarks for publicly listed companies and BDCs.
• The discussion of director independence and committee composition aligns with corporate governance best practices.

Related Party Transactions

• Mr. Kaplan serves as a Portfolio Manager and as President for GECM.
• Mr. Drapkin serves as Vice Chairman of the board of directors of GEG.
• Mr. Kleinman serves as General Counsel and Chief Compliance Officer of GECM and President, General Counsel and Chief Compliance Officer of GEG, the parent company of GECM, in addition to being our Chief Compliance Officer and Secretary.
• GEG owns approximately 12.5% of our outstanding shares of common stock as of the Record Date.
• GECCs participation in any negotiated co-investment opportunities (other than those in which the only term negotiated is price) with investment funds managed by investment managers under common control with GECM (as well as with proprietary accounts of an affiliate of GECM) is subject to compliance with the Exemptive Relief Order.
• We entered into a license agreement with GEG pursuant to which GEG granted us a non-exclusive, royalty-free license to use the name Great Elm Capital Corp.
• We are party to the Investment Management Agreement with GECM, which is wholly-owned by GEG.
• We are also party to the Administration Agreement with GECM.
• On August 16, 2023, GEG, the parent company of GECM, purchased $4.5 million of our 8.75% Notes due 2028 ( GECCZ Notes ) from the underwriters in an SEC registered offering at the public offering price.
• On February 8, 2024, we entered into a Share Purchase Agreement with GESP, pursuant to which GESP purchased, and we issued, 1,850,424 shares of our common stock, par value $0.01 per share, at a price of $12.97 per share, which represented our net asset value per share as of February 7, 2024, for an aggregate purchase price of $24 million.
• On June 21, 2024, we entered into a Share Purchase Agreement with PPH, pursuant to which PPH purchased, and we issued, 997,506 shares of our common stock, par value $0.01 per share, at a price of $12.03 per share, which represented our net asset value per share as of June 20, 2024, for an aggregate purchase price of approximately $12 million.
• On December 11, 2024, we entered into a Share Purchase Agreement with SGP, pursuant to which SGP purchased, and we issued, 1,094,527 shares of our common stock, par value $0.01 per share, at a price of $12.06 per share, which represented our net asset value as of December 10, 2024, for an aggregate purchase price of approximately $13 million.
• GECM has entered into the Shared Services Agreement, pursuant to which ICAM makes available to GECM certain back-office employees of ICAM to provide services to GECM in exchange for reimbursement by GECM of the allocated portion of such employees time.

Stakeholder Impact

• Stockholders have the opportunity to participate in the governance of the company by voting on key proposals.
• The company's efforts to reduce costs and improve efficiency may benefit stockholders through increased profitability.
• The disclosure of related party transactions provides transparency for stakeholders.

Next Steps

• Stockholders are encouraged to vote their proxies before the deadline.
• The company will publish the final results of the Annual Meeting in a Current Report on Form 8-K.
• Stockholders can submit proposals for next year's annual meeting by December 12, 2025.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, Deloitte, governance, voting, GECC, Great Elm Capital Corp