Great Elm Capital (GECC) Proxy Filing summary

Executive summary

• The annual stockholders' meeting will be held virtually on May 30, 2025, with voting available online, by phone, or by mail.

• Stockholders will vote on the election of a Class III director and the ratification of the independent auditor.

• Proxy materials are distributed primarily via the Internet to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Stockholders will vote on electing Chad Perry as Class III director for a term expiring at the 2028 annual meeting.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2025 is on the agenda.

• Board recommends voting FOR both proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025.

Board of directors and corporate governance

• The board consists of five members: two interested and three independent directors.

• Mark Kuperschmid serves as Lead Independent Director.

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

• Annual board and committee evaluations are conducted.