Great Elm Group (GEG) Proxy Filing summary

Executive summary

• The annual stockholders' meeting will be held virtually on December 4, 2024, with voting on key corporate matters and director elections.

• Proxy materials were distributed primarily via internet to conserve resources and reduce costs.

• Stockholders can vote online, by phone, or by mail, and may submit questions during the meeting.

Voting matters and shareholder proposals

• Stockholders will vote on the election of six directors, ratification of Deloitte as the new independent auditor, approval of executive compensation (say-on-pay), and the frequency of future say-on-pay votes.

• The board recommends voting FOR all director nominees, FOR Deloitte as auditor, FOR executive compensation, and for ONE YEAR frequency on say-on-pay.

• Shareholder proposals for the 2025 meeting must be submitted by June 20, 2025.

Board of directors and corporate governance

• The board consists of six members, with five deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters.

• The board reviews management performance, succession planning, and risk oversight, and holds executive sessions at each regular meeting.

• The board does not currently meet Nasdaq's diversity objective but values a balance of skills and experience.