Great Elm Group, Inc.
Notice of Annual Stockholders’ Meeting
The 2022 Annual Stockholders’ Meeting (the “Annual Meeting”) of Great Elm Group, Inc., a Delaware corporation (the “Corporation”), will be held on Monday, November 21, 2022, beginning at 8:30 a.m. Eastern Standard Time, online at www.virtualshareholdermeeting.com/GEG2022AM.
The following matters will be considered at the Annual Meeting:
The election of each of Matthew A. Drapkin, James H. Hugar, David Matter, James P. Parmelee, Jason W. Reese and Eric J. Scheyer to serve as members of the Board of Directors of the Corporation until the earlier of their death, resignation, removal or election of their successor;
The approval of an increase of the number of shares of our common stock, par value $0.001 per share, authorized for issuance under the Amended and Restated 2016 Long-Term Incentive Compensation Plan by 2,900,000;
The approval, for the purpose of complying with the Nasdaq Listing Rule 5635(a)(2), of the issuance of shares of the Corporation’s common stock, par value $0.001 per share, based on the volume-weighted average price of the Corporation’s common stock for the 30-day period prior to the date of issuance, sufficient to repay the outstanding principal amount of the $5.7 million promissory note issued by Great Elm Capital Management, Inc. (“GECM”) to Imperial Capital Asset Management, LLC (“ICAM”) and pay the $2.0 million in earnouts (if required) pursuant to an asset purchase agreement, dated as of May 4, 2022, between GECM and ICAM with respect to GECM’s acquisition of the investment management agreement and certain related assets for Monomoy Properties REIT, LLC.;
The ratification of the selection of Grant Thornton LLP to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2023;
The approval, on an advisory basis, of the compensation of the Corporation’s named executive officers; and
Other matters that may properly come before the Annual Meeting.
The items to be considered at the Annual Meeting may be considered at the meeting or at any adjournment or postponement of the meeting.
You are entitled to attend and participate in the Annual Meeting, or at any adjournment or postponement thereof, only if you were a stockholder of the Corporation at the close of business on September 23, 2022. To attend and participate in the meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may also ask questions, vote online, and examine our stockholder list during the meeting by following the instructions provided at www.virtualshareholdermeeting.com/GEG2022AM during the meeting.
Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read this proxy statement and promptly vote your shares. You have a choice of voting on the Internet, by telephone, or by mail. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers — How You Can Vote” beginning on page
4 and to the notice of Internet availability of proxy materials (the “Notice”) or to the instructions on your voting instruction card or the information set forth in the proxy materials.
/s/ Adam M. Kleinman | | | |
Adam M. Kleinman | | | |
Secretary | | | |
Waltham, Massachusetts | | | |
,October 11, 2022
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Important Notice Regarding the Availability of Proxy Statement Materials for the
Annual Stockholders’ Meeting to be Held on November 21, 2022.
The Proxy Statement, Proxy Card and our 2022 Annual Report on Form 10-K
are available on the Internet at www.ProxyVote.com.
The Notice, the proxy statement and the accompanying proxy card or voting instruction card, and our 2022 Annual
Report on Form 10-K are being provided to stockholders beginning on or about ,October 11, 2022.