Great Elm Capital Corp.
For the period ended May 29, 2026. Filed Apr 13, 2026.
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May 29, 2026 · Filed Apr 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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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GREAT ELM CAPITAL CORP.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Dear Fellow Stockholders:
We invite you to join us at the 2026 Annual Stockholders’ Meeting (the “Annual Meeting”) of Great Elm Capital Corp., beginning at 8:30 a.m., Eastern Time, on May 29, 2026. We will be holding the Annual Meeting online via live webcast. Stockholders of record and beneficial holders will be able to attend and participate in the Annual Meeting online and submit their questions during the meeting by visitingwww.virtualshareholdermeeting.com/GECC2026. Stockholders of record and beneficial holders with a legal proxy will be able to vote their shares electronically during the Annual Meeting.
The Notice of 2026 Annual Stockholders’ Meeting and proxy statement accompanying this letter describe the business that will be discussed and voted upon at the Annual Meeting.
We elected to deliver our proxy materials to the majority of our stockholders over the Internet. On or about April 13, 2026, we will mail a notice of Internet availability (the “Notice”) and make our proxy materials available to our stockholders over the Internet. The Notice contains instructions on how to access our proxy materials over the Internet, as well as how to receive a paper copy of our proxy materials. This approach conserves natural resources, reduces our printing and distribution costs and expedites stockholders’ receipt of proxy materials.
Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to authorize and submit your proxies over the Internet, by telephone or by mail as soon as possible. This will not prevent you from voting in person (virtually). If you virtually attend the Annual Meeting you will have the right to revoke your proxy and vote your shares in person (virtually). If your shares are held in the name of a brokerage firm, bank or other nominee of record, please follow the voting instructions appearing on your voting instruction card or the information set forth in the proxy materials. Your vote and participation in our governance are very important to us.
On behalf of our Board of Directors, thank you for your continued support.
Sincerely,
/s/ Matt Kaplan
Matt Kaplan
Chief Executive Officer
NOTICE OF 2026 ANNUAL STOCKHOLDERS’ MEETING
TO BE HELD ON MAY 29, 2026
The 2026 Annual Stockholders’ Meeting (the “Annual Meeting”) of Great Elm Capital Corp., a Maryland corporation (the “Company”), will be held on Friday, May 29, 2026, beginning at 8:30 a.m., Eastern Time, online atwww.virtualshareholdermeeting.com/GECC2026.
The following matters will be considered and voted on at the Annual Meeting:
| • | The election of Mark Kuperschmid and Richard Cohen as the Class I directors of the Board of Directors, with each to serve until the third annual meeting of stockholders following his election and until his successor is 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, 2026; and |
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| • | Other matters that may properly come before the Annual Meeting and any postponement or adjournment thereof. |
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The items to be considered at the Annual Meeting may be considered at the Annual Meeting or any postponement or adjournment thereof.
You are entitled to vote at and virtually attend the Annual Meeting, or any postponement or adjournment thereof, only if you were a stockholder of record at the close of business on April 1, 2026. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may also ask questions and vote online during the meeting by following the instructions provided atwww.virtualshareholdermeeting.com/GECC2026 during the Annual Meeting.
Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read this proxy statement and promptly authorize a proxy to vote your shares. You have a choice of authorizing your proxy through the Internet, by telephone, or by mail. For specific instructions on how to authorize a proxy 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
Important Notice Regarding the Availability of Proxy Statement Materials for the
2026 Annual Stockholders’ Meeting to be Held on May 29, 2026.
The Proxy Statement, Proxy Card and the Annual Report on Form 10-K are available
on the Internet atwww.ProxyVote.com.
The Notice, this proxy statement, the accompanying proxy card or voting instruction card and our Annual
Report on Form 10-K for the year ended December 31, 2025 are being provided to stockholders beginning on or
about April 13, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.