DEF: Great Elm Capital Corp. Annual Meeting Proxy Statement

Great Elm Capital Corp. announces its 2026 Annual Stockholders Meeting, scheduled for May 29, 2026, to elect directors and ratify auditors, with materials available online.

Summary

• Great Elm Capital Corp. is holding its 2026 Annual Stockholders Meeting online on May 29, 2026, starting at 8:30 a.m. Eastern Time.
• The meeting will cover the election of Mark Kuperschmid and Richard Cohen as Class I directors and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Stockholders of record as of April 1, 2026, are eligible to attend and vote.
• Proxy materials are being delivered primarily via the internet, with a notice of availability mailed on or about April 13, 2026.
• The company encourages stockholders to vote by proxy via the internet, telephone, or mail, even if they plan to attend the virtual meeting.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it pertains to routine annual meeting matters and does not contain significant financial performance updates or strategic shifts.

Positives

• The company is utilizing a cost-effective and environmentally friendly method of delivering proxy materials by making them available online.
• The virtual meeting format allows for broad participation from stockholders regardless of location.
• The Board of Directors unanimously recommends voting FOR the proposed director nominees and the ratification of the independent auditor.

Risks

• Broker non-votes may occur for the election of directors if beneficial owners do not provide timely voting instructions, which could impact the voting outcome for Proposal 1.
• The company's executive officers and directors, along with investment committee members of GECM, may have obligations to other entities that could conflict with their duties to Great Elm Capital Corp. or interfere with the time available to serve the company.
• There is a possibility that Great Elm Capital Corp. may not be given the opportunity to participate in certain investments made by investment funds managed by advisers affiliated with GECM, potentially leading to lower returns than if the company had taken the full opportunity.
• The use of leverage by the company increases the likelihood of default on debt or other leverage, which would disfavor stockholders.
• The incentive fee structure for GECM has two components (income and capital gains) that are independent, meaning one component may be payable even if the other is not, potentially leading to higher fees.
• There is a risk that accrued interest used in the calculation of the incentive fee may become uncollectible if a portfolio company defaults on a loan, resulting in the reversal of previously accrued and unpaid incentive fees.

Future Outlook

The filing primarily concerns the upcoming annual meeting and does not contain specific forward-looking financial guidance. However, it outlines the business to be conducted at the meeting, including the election of directors and ratification of the auditor for the fiscal year ending December 31, 2026.

Management Comments

• "Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to authorize and submit your proxies over the Internet, by telephone or by mail as soon as possible."
• "Your vote and participation in our governance are very important to us."
• "We believe Mr. Kuperschmids experience advising and consulting in various industries qualifies him to serve on our Board."
• "We believe Mr. Cohens accounting background and his service as a director for other companies qualifies him to serve on our Board."
• "We believe Mr. Reeses investment expertise and extensive experience in capital markets qualifies him to serve on our Board."
• "We believe Mr. Falks asset management and credit market insights and experience qualify him to serve on our Board."
• "We believe Mr. Perrys executive and legal experience and service as a director at a fund company qualifies him to serve on our Board."
• "Management is responsible for our financial statements, including the estimates and judgments on which they are based, as well as our financial reporting processes, accounting policies, internal audit function, internal accounting controls, disclosure controls and procedures, and risk management."
• "Management confirmed to the Audit Committee that the financial statements have been prepared with integrity and objectivity and that management maintained an effective system of internal controls."

Industry Context

StockSavvy.ai notes that this filing is typical for a publicly traded company, particularly a Business Development Company (BDC) like Great Elm Capital Corp., as it addresses standard corporate governance matters such as director elections and auditor ratification. The virtual meeting format aligns with modern corporate practices for accessibility and cost-efficiency.

Management Changes

Corporate Governance

Legal Proceedings

• One Form 4 filing by Great Elm Strategic Partnership I, LLC with respect to three sale transactions was delinquent.
• One Form 4 filing by Richard M. Cohen with respect to two purchase transactions was delinquent.

Related Party Transactions

• Great Elm Group, Inc. (GEG), parent of GECM, owns approximately 9.8% of Great Elm Capital Corp.'s outstanding shares.
• Jason W. Reese is Chairman and CEO of GEG and a member of GECM's investment committee.
• Matt Kaplan, CEO of Great Elm Capital Corp., is also a Portfolio Manager and President of GECM.
• Keri A. Davis, CFO of Great Elm Capital Corp., is also CFO of GEG and GECM.
• Adam M. Kleinman, General Counsel, Chief Compliance Officer, and Secretary of Great Elm Capital Corp., is also President, General Counsel, and Chief Compliance Officer of GEG and GECM.
• Poor Richard LLC, an affiliate of Mr. Smith, purchased 1,290,000 shares of common stock for $15,028,500 on August 27, 2025.
• A license agreement grants Great Elm Capital Corp. the right to use the 'Great Elm Capital Corp.' name and logo as long as GECM or an affiliate remains the investment adviser.
• Great Elm Capital Corp. pays management and incentive fees to GECM, and reimburses GECM for services under an Administration Agreement ($1.1 million for FY 2025).
• Certain interested directors and GEG directors are indirectly invested in PPH and SGP and may invest in future capital raising vehicles.
• A Shared Services Agreement exists between GECM and ICAM for the provision of back-office employees.
• A written policy governs the review of potential related party transactions to screen for compliance issues.

Stakeholder Impact

• Shareholders: The election of directors and ratification of the auditor are key governance activities impacting shareholder rights and oversight. Potential conflicts of interest and allocation of investment opportunities could affect shareholder returns.
• Employees: Executive officers are compensated by GECM, with Great Elm Capital Corp. reimbursing a portion of their costs, indicating an integrated operational structure.
• Creditors: The use of leverage by the company increases the risk of default, which could impact creditors.

Next Steps

• Stockholders to vote on the election of Mark Kuperschmid and Richard Cohen as Class I directors.
• Stockholders to vote on the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The company will file a Current Report on Form 8-K with the SEC within four business days following the Annual Meeting to publish the final voting results.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts that would warrant a buy or sell recommendation. It focuses on governance matters, director elections, and auditor ratification. Therefore, a 'hold' recommendation is appropriate, pending future performance updates.

Keywords

Great Elm Capital Corp., Proxy Statement, Annual Meeting, Stockholders Meeting, Director Election, Independent Auditor, Deloitte & Touche LLP, Corporate Governance, SEC Filing, BDC