UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2022
Great Elm Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39832 | 85-3622015 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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800 South Street, Suite 230, Waltham, MA | | 02453 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 375-3006
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.001 per share | GEG | The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2022, Peter A. Reed tendered his notice of resignation from the Board of Directors (the “Board”) of Great Elm Group, Inc. (the “Company”). Mr. Reed will continue his service as the Company’s Chief Executive Officer and has indicated to the Company that his resignation is not the result of any dispute or disagreement with the Company.
On May 25, 2022, the Board appointed David Matter as a director to fill the vacancy on the Board resulting from Mr. Reed’s resignation. Mr. Matter will be eligible for re-election along with all of the Company’s existing directors at the Company’s 2022 Annual Meeting of Stockholders.
Mr. Matter will receive the standard compensation provided to the Company’s non-employee directors, as described in the Company’s proxy statement for the 2021 Annual Stockholders’ Meeting.
The Company has entered into its standard form of indemnification agreement with Mr. Matter.
Item 8.01 Other Events.
On May 25, 2022, the Company issued the press release attached as Exhibit 99.1 to this report announcing Mr. Matter’s appointment to the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | GREAT ELM GROUP, INC. |
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Date: May 25, 2022 | | /s/ Brent J. Pearson |
| | By: Brent J. Pearson |
| | Title: Chief Financial Officer |
