Great Elm Capital (GECC) Proxy filing summary

Executive summary

• Special Meeting called to approve a new investment strategy focusing on venture-backed equity, an amended investment management agreement, and a new sub-advisory agreement with Alpha Edison Management Company LLC (AE).

• Board unanimously recommends voting FOR all three proposals, which are interdependent and will only take effect if all are approved.

• The new strategy aims to shift portfolio allocation toward private, venture-backed technology companies, reducing current income and dividends but targeting long-term capital appreciation.

• AE will provide priority access to venture opportunities and utilize proprietary AI research for investment sourcing and diligence.

Voting matters and shareholder proposals

• Proposal 1: Approve a new investment objective and strategy to increase equity investments in venture-backed companies.

• Proposal 2: Approve an amended investment management agreement eliminating mandatory deferral of incentive fees, excluding venture investments from income fee calculations, bifurcating capital gains fees, and updating indemnification and expense provisions.

• Proposal 3: Approve a sub-advisory agreement with AE, which will manage the venture investment portion of the portfolio.

• All proposals are contingent on mutual approval; failure of any means none take effect.

Board of directors and corporate governance

• Board and independent directors met on July 28 and August 12, 2026, to review and approve the proposals, considering AE’s experience and the strategic fit of the new approach.

• If AE is appointed, a representative will join the Board to maintain a majority of independent directors.