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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Great Elm Capital Corporation | NASDAQ:GECC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.21 | -2.06% | 10.00 | 10.00 | 10.80 | 10.21 | 10.02 | 10.21 | 27,653 | 23:01:19 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1.
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Amount Previously Paid:
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2.
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Form, Schedule or Registration Statement No.:
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Filing Party:
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4.
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Date Filed:
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/s/ Peter A. Reed
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Peter A. Reed
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Chief Executive Officer
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The election of Erik A. Falk and Randall Revell Horsey as the Class II directors of the Board of Directors, with each to serve until the third annual meeting of stockholders following their election and until their successors are duly elected and qualified;
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The ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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Other matters that may properly come before the Annual Meeting.
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1.
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Why did I receive the Notice about GECC’s proxy materials?
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2.
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What is included in the proxy materials?
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Our Notice of 2021 Annual Stockholders’ Meeting;
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Our proxy statement for the Annual Meeting;
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Our 2020 Annual Report on Form 10-K; and
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A proxy card or voting instruction card.
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3.
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Why did I receive the Notice instead of a paper copy of the full set of proxy materials?
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4.
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What information is contained in this proxy statement?
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5.
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I share an address with another stockholder, and we received only one Notice or paper copy of the proxy materials. How may I obtain an additional copy?
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6.
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Who pays the cost of soliciting proxies for the Annual Meeting?
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7.
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What items of business will be voted on at the Annual Meeting?
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Proposal 1: Election of Erik A. Falk and Randall Revell Horsey as the Class II directors of the Board of Directors, with each to serve until the third annual meeting of stockholders following their election and until their successors are duly elected and qualified; and
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Proposal 2: Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s registered independent public accounting firm for the year ending December 31, 2021.
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8.
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What are my voting choices?
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9.
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What are the voting recommendations of our Board of Directors?
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10.
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What vote is required to approve each item?
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Proposal
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Required Vote
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1.
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Election of each nominee to serve as a Class II director
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Plurality of the votes cast
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2.
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Ratification of the appointment of the independent registered public accounting firm
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Majority of the votes cast
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11.
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What happens if additional items are presented at the Annual Meeting?
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12.
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Is my vote confidential?
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13.
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Where can I find the voting results?
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14.
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What shares can I vote?
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15.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
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16.
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How can I vote?
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17.
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How will my shares be voted?
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18.
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Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?
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19.
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Will shares that I own as a stockholder of record be voted if I do not timely complete and submit my online ballot or return my proxy card?
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20.
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When is the deadline to vote?
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21.
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May I change or revoke my vote?
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22.
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Who will serve as inspector of elections?
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23.
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Who can attend the Annual Meeting?
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24.
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When is the deadline to submit stockholder proposals to be included in the proxy materials for next year’s Annual Stockholders’ Meeting?
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25.
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How may I nominate director candidates or present other business for consideration at an Annual Stockholders’ Meeting?
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26.
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How may I recommend candidates to serve as directors?
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27.
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How may I obtain financial and other information about GECC?
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28.
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What if I have questions for the Company’s transfer agent?
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29.
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How do I get additional copies of this proxy statement or voting materials?
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each of the directors and named executive officers for the fiscal year ended December 31, 2020;
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all of our current executive officers and directors as a group; and
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each person known by us to be beneficial owners of 5% or more of our outstanding common stock.
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Name of Beneficial Owner
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Shares
Beneficially
Owned
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Percent
of
Class
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Interested Directors
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Peter A. Reed
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264,504
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1.1%
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Erik A. Falk(1)
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0
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*
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Independent Directors
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Randall Revell Horsey
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26,041
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*
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Mark Kuperschmid(2)
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35,917
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*
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Michael C. Speller
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36,559
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*
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Executive Officers
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Adam Kleinman
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79,496
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*
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Keri Davis
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13,552
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*
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Directors and executive officers as a group (7 persons)
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456,069
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1.9%
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5% Beneficial Owners
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Great Elm Group, Inc.(3)
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5,978,787
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25.4%
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Entities affiliated with Imperial Capital Asset Management, LLC(4)
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2,170,115
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9.2%
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Entities affiliated with Northern Right Capital Management, L.P.(5)
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1,356,819
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5.8%
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Less than one percent.
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(1)
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Mr. Falk joined the Board of Directors in March 2021.
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(2)
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Represents shares held by Benmark Investments LLC (1568 Columbus Ave., Burlingame, California 94010). Mr. Kuperschmid disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(3)
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Great Elm Group, Inc. is the beneficial owner of 5,978,787 shares of our common stock, including 5,539,724 shares of our common stock of which it has sole voting and dispositive power and 439,063 shares of our common stock of which it has shared voting and dispositive power. The address for Great Elm Group, Inc. is 800 South Street, Suite 230, Waltham, MA 02453.
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(4)
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Based on information furnished in a Schedule 13G/A filed with the SEC on February 16, 2021, jointly by Imperial Capital Asset Management, LLC (“ICAM”), Long Ball Partners, LLC (“Long Ball”), IC Leverage Income Fund, LLC (“IC Leverage”), Imperial Capital Group Holdings II, LLC (“Imperial Holdings II”), Imperial Capital Group Holdings, LLC (“Imperial Holdings”), Jason Reese, and Randall Wooster. ICAM and Long Ball reported shared voting and dispositive power over 678,721 shares of our common stock; Imperial
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(5)
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Based on information provided to the Company and furnished in a Schedule 13G/A filed with the SEC on February 16, 2021, jointly by Northern Right Capital Management, L.P. (“Northern Right”), Northern Right Capital (QP), L.P. (“Northern Right QP”), NRC Partners I, LP (“NRC”), BC Advisors, LLC (“BCA”) and Matthew A. Drapkin. Each of Northern Right, BCA and Mr. Drapkin reported shared voting and dispositive power over 1,356,819 shares of our common stock; Northern Right QP reported shared voting and dispositive power over 604,612 shares of our common stock; and NRC reported shared voting and dispositive power over 284,010 shares of our common stock.
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Name of Director
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Dollar Range of Equity Securities of GECC(1)(2)
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Independent Directors
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Randall Revell Horsey
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$50,001-$100,000
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Mark Kuperschmid
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Over $100,000
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Michael C. Speller
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Over $100,000
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Interested Directors
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Peter A. Reed
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Over $100,000
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Erik A. Falk
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None
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(1)
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Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
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(2)
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The dollar range of equity securities beneficially owned is based on the closing price for shares of our common stock of $3.27 on April 12, 2021.
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Director/Nominee(1)
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Class
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Term
Expires
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Audit Committee
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Nominating &
Corporate
Governance
Committee
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Compensation
Committee
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Mark Kuperschmid
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I
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2023
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✔
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Chair
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✔
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Michael C. Speller
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I
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2023
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✔
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✔
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Chair
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Randall Revell Horsey*
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II
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2021
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Chair
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✔
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✔
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Erik A. Falk*
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II
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2021
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Peter A. Reed
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III
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2022
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*
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Indicates the Class II Director nominees
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(1)
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This column reflects the current directors and nominees on the Board of Directors.
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Name, Address and Age(1)
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Position(s) Held
with GECC
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Term of Office
(Length of
Time Served)
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Principal Occupation(s)
During Past 5 Years
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Number of
Portfolios in
Fund
Complex
Overseen by
Director/
Nominee
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Other
Directorships
Held by
Director
During
Past 5 Years
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Randall Revell Horsey (59)
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Director and Chairman of Audit Committee
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Until 2021 (since 2017)
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Director of Strategy and Partnerships – PocketSuite
Senior Vice President and Managing Director of North America – MEGA International
Interim Chief Financial Officer – Aquicore, Inc. (“Aquicore”)
Co-founder and President – HelloWallet
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N/A
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Aquicore.
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Erik A. Falk (51)(2)
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Director
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Until 2021 (since 2021)
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Head of Strategy at Magnetar Capital
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N/A
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Corporate Capital Trust; Corporate Capital Trust II.
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(1)
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The address for each of the Class II directors is c/o Great Elm Capital Corp., 800 South Street, Suite 230, Waltham, Massachusetts 02453.
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(2)
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Mr. Falk is an interested person as defined under Section 2(a)(19) of the Investment Company Act due to his ownership of GEG’s PIK Notes.
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Name, Address and Age(1)
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Position(s) Held
with GECC
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Term of Office
(Length of
Time Served)
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Principal Occupation(s)
During Past 5 Years
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Number of
Portfolios in
Fund
Complex
Overseen by
Director/
Nominee
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Other
Directorships
Held by Director
During
Past 5 Years
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Mark Kuperschmid (58)
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Director
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Until 2023 (since inception)
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Managing Member – Benmark Investments LLC
Co-Head of Technology Investment Banking – Bank of America Securities
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N/A
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None.
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Michael C. Speller (52)
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Director
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Until 2023 (since 2017)
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Partner and Head of Debt Advisory, North America – Rothschild & Co.
Managing Director – Credit Suisse
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N/A
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None.
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(1)
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The address for each of the Class I directors is c/o Great Elm Capital Corp., 800 South Street, Suite 230, Waltham, Massachusetts 02453.
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Name, Address and Age(1)
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Position(s) Held
with GECC
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Term of Office
(Length of Time
Served)
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Principal Occupation(s)
During Past 5 Years
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Number of
Portfolios in
Fund
Complex
Overseen by
Director/
Nominee(3)
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Other Directorships
Held by Nominee
During Past 5 Years
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Peter A. Reed (41)(2)
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Chairman of the Board of Directors, President and Chief Executive Officer
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Until 2022 (since inception)
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President and Chief Executive Officer – GECC
Chief Investment Officer – GECM
Chief Executive Officer – GEG
Partner and Portfolio Manager – MAST Capital Management, LLC (“MAST Capital”)
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4
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Avanti Communications Group PLC (“Avanti”)
GEG
Nebraska Book Holdings, Inc.
International Wire Group Holdings, Inc.
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(1)
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The address for Mr. Reed is c/o Great Elm Capital Corp., 800 South Street, Suite 230, Waltham, Massachusetts 02453.
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(2)
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Mr. Reed is an interested person as defined under Section 2(a)(19) of the Investment Company Act due to his position as our President and Chief Executive Officer and as Chief Investment Officer of GECM.
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(3)
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Mr. Reed is also a director of GECM. GECM is responsible for the day-to-day management of three separately managed accounts for an institutional investor and one private investment fund in addition to GECC.
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Year Ended
December 31,
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2020
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2019
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Audit fees
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$420,000
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$385,000
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Audit-related fees
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—
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—
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Tax fees
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24,500
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31,850
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All other fees
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—
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—
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Total fees
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$444,500
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$416,850
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Name, Address and Age(1)
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Position(s) Held with GECC
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Term of Office
(Length of Time
Served)
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Principal Occupation(s) During Past
5 Years
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Peter A. Reed (41)(2)
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Chairman of the Board of Directors, President and Chief Executive Officer
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Since inception
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President and Chief Executive Officer – GECC
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Chief Investment Officer – GECM
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Chief Executive Officer – GEG
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Partner and Portfolio Manager – MAST Capital
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Keri A. Davis (37)
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Chief Financial Officer and Treasurer
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Since March 2019
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SEC Reporting Manager - GECM
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Senior Manager – PricewaterhouseCoopers LLP (“PwC”)
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Adam M. Kleinman (46)
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Chief Compliance Officer and Secretary
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Since October 2017
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Chief Operating Officer, Chief Compliance Officer and General Counsel – GECM
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President and Chief Operating Officer – GEG
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Partner, Chief Operating Officer and General Counsel – MAST Capital
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(1)
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The address for each of our executive officers is c/o Great Elm Capital Corp., 800 South Street, Suite 230, Waltham, Massachusetts 02453.
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(2)
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Mr. Reed is an interested person as defined under Section 2(a)(19) of the Investment Company Act due to his position as our President and Chief Executive Officer and as Chief Investment Officer of GECM.
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Name
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Aggregate
Compensation from
the Company
|
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Pension or
Retirement Benefits
Accrued as Part of
Company
Expenses(1)
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Total Compensation
From the Company
Paid to
Director/Executive
Officer
|
Independent Directors
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Mark Kuperschmid
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$65,000
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$—
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$65,000
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Randall Revell Horsey
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$65,000
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$—
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$65,000
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Michael C. Speller
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$65,000
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$—
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$65,000
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Interested Directors
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Peter A. Reed
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$—
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$—
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$—
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Erik A. Falk(2)
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$—
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$—
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$—
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Executive Officers
|
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Adam M. Kleinman
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$—
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$—
|
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$—
|
Peter A. Reed
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$—
|
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$—
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$—
|
Keri A. Davis
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$—
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$—
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$—
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(1)
|
In fiscal year 2020, we did not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.
|
(2)
|
Mr. Falk joined the Board of Directors in March 2021.
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