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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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(Nasdaq Global Select Market) |
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(Nasdaq Global Select Market) |
For
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Against
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Abstain
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Broker Non-
Votes
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Election of directors:
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Matthew A. Drapkin
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12,845,655
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7,379,409
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1,563
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5,500,320
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James H. Hugar
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14,870,903
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5,354,161
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1,563
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5,500,320
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David Matter
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18,269,980
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1,955,084
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1,563
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5,500,320
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James P. Parmelee
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13,111,329
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7,113,735
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1,563
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5,500,320
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Jason W. Reese
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15,217,284
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5,007,779
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1,564
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5,500,320
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Eric J. Scheyer
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14,061,163
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6,163,900
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1,564
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5,500,320
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Approval of 2,900,000 additional shares of the Company’s Common Stock authorized for issuance under the Plan
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18,823,872
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1,401,985
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770
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5,500,320
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Approval of the issuance of shares of the Company’s Common Stock, based on the volume-weighted average price of the Company’s Common Stock for
the 30-day period prior to the date of issuance, sufficient to repay the outstanding principal amount of the $5.7 million promissory note issued by Great Elm Capital, Inc. (“GECM”) to Imperial Capital Asset Management, LLC (“ICAM”) and pay
the $2.0 million in earnouts (if required) pursuant to an asset purchase agreement, dated as of May 4, 2022, between GECM and ICAM with respect to GECM’s acquisition of the investment management agreement and certain related assets for
Monomoy Properties REIT, LLC
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19,410,797
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813,601
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2,229
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5,500,320
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Ratification of the selection of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year
ending June 30, 2023
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25,035,828
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670,660
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20,459
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0
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Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers
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12,578,681
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6,959,973
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687,973
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5,500,320
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Exhibit No.
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Description
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Great Elm Group, Inc. Amended and Restated 2016 Long-Term Incentive Compensation Plan (As Amended, Effective November 21, 2022)
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104
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The cover page from this Current Report on Form 8-K, formatted as inline XBRL
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GREAT ELM GROUP, INC.
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Date: November 21, 2022
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/s/ Brent J. Pearson
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By:
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Brent J. Pearson | |
Title: |
Chief Financial Officer |