Great Elm Capital (GECC) Proxy filing summary

Executive summary

• The annual stockholders' meeting will be held virtually on May 29, 2026, with voting available online, by phone, or by mail.

• Proxy materials, including the proxy statement and annual report, are distributed primarily via internet to conserve resources and reduce costs.

• Stockholders of record as of April 1, 2026, are eligible to vote on the proposals and attend the meeting.

Voting matters and shareholder proposals

• Two proposals are up for vote: election of Mark Kuperschmid and Richard Cohen as Class I directors, and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• The board unanimously recommends voting FOR both director nominees and the auditor ratification.

• Stockholders may submit proposals for the 2027 meeting by December 14, 2026, and may nominate directors following bylaw and SEC rules.

Board of directors and corporate governance

• The board consists of five members: two interested and three independent directors, with staggered three-year terms.

• Mark Kuperschmid serves as Lead Independent Director; committee chairs receive additional compensation.

• Board committees include Audit, Nominating and Corporate Governance, and Compensation, all composed of independent directors.

• Directors are evaluated annually, and diversity of skills and experience is considered in nominations.