Great Elm Group (GEG) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 16, 2026, at 8:30 a.m. ET; stockholders of record on Oct. 19, 2026, may attend, vote and submit questions online.

• Proxy materials were to become available online on or about Oct. 23, 2026, with paper copies available on request.

Voting matters and shareholder proposals

• Three proposals: elect seven directors, ratify Deloitte & Touche LLP for FY ending June 30, 2027, and approve named executive officer compensation on a non-binding advisory basis.

• Board recommends FOR all nominees and both other proposals; Eric J. Scheyer will not seek re-election, reducing board size from eight to seven after the meeting.

• Rule 14a-8 proposals for next year’s meeting are due by June 25, 2027; advance-notice nominations and other business are due Aug. 18–Sept. 17, 2027, with Rule 14a-19 notice due by Oct. 18, 2027.

Board of directors and corporate governance

• Six of seven nominees were determined independent under Nasdaq standards; Jason W. Reese is non-independent and serves as both Chair and CEO, with no lead independent director.

• After the meeting, the Audit Committee is expected to include James P. Parmelee, David Matter and Booker Smith; the Compensation Committee, Parmelee, Matthew A. Drapkin and David Schwartz.

• During FY ended June 30, 2026, the board held 4 meetings and its committees 9; each director attended at least 75% of applicable combined meetings.

• Non-employee directors are expected to hold shares worth at least 5x the annual cash retainer within five years; directors and executive officers are prohibited from shorting shares.