8-K
Great Elm Capital Corp. (GECC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2023
Great Elm Capital Corp.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 814-01211 | 81-2621577 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 800 South Street, Suite 230, Waltham, MA | 02453 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 375-3006
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value | GECC | Nasdaq Global Market |
| 6.75% Notes due 2025 | GECCM | Nasdaq Global Market |
| 6.50% Notes due 2024 | GECCN | Nasdaq Global Market |
| 5.875% Notes due 2026 | GECCO | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.08 Shareholder Director Nominations.
To the extent applicable, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 5.08 by reference.
Item 8.01 Other Events.
On April 10, 2023, the Board of Directors of Great Elm Capital Corp. (the “Company”) determined that the Company’s Annual Stockholders’ Meeting (the “Annual Meeting”) will be held on June 1, 2023. The notice of annual meeting and proxy statement containing the meeting details are expected to be available on or about April 21, 2023 to stockholders of record as of the close of business on April 10, 2023.
Deadlines for submission of nominations and shareholder proposals are set out below for clarity given that the Annual Meeting will be held more than 30 days after the anniversary of the Company’s most recent Annual Stockholders’ Meeting. Please refer to the Company’s Bylaws (the “Bylaws”) for additional information. The Bylaws are available as Exhibit 2 to the Company’s Registration Statement on Form N-14 filed with the Securities and Exchange Commission on August 1, 2016.
• To be considered timely under the Bylaws, stockholder notice of stockholder proposals must be delivered to, or mailed to and received by, the Company’s Secretary at the principal executive offices of the Company no later than 5:00 p.m., Eastern Time, on April 21, 2023.
• To be considered timely under Rule 14a-8 of the Securities Exchange Act of 1934, stockholder proposals eligible to be included in the Company’s annual meeting proxy materials must be received at the Company’s principal executive offices not later than April 21, 2023.
On April 11, 2023, the Company issued a press release to announce the date of the Annual Meeting. The press release is included as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished with this report but shall not be deemed filed:
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press Release, dated April 11, 2023. |
| 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREAT ELM CAPITAL CORP. | ||
|---|---|---|
| Date: April 11, 2023 | /s/ Keri A. Davis | |
| By: | Keri A. Davis | |
| Title: | Chief Financial Officer |
EX-99
Exhibit 99.1
GREAT ELM CAPITAL CORP. ANNOUNCES DATE OF ANNUAL MEETING OF STOCKHOLDERS
WALTHAM, MA, April 11, 2023 – Great Elm Capital Corp. (the “Company” or “GECC”) (NASDAQ: GECC) announced today that its 2023 Annual Stockholders’ Meeting will be held on June 1, 2023. The notice of annual meeting and proxy statement containing the meeting details are expected to be available on or about April 21, 2023 to stockholders of record as of the close of business on April 10, 2023.
About Great Elm Capital Corp.
GECC is an externally managed, business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses.
Media & Investor Contact:
Investor Relations
investorrelations@greatelmcap.com
Source: Great Elm Capital Corp.