Great Elm Group Files 8-K on Corporate Governance and Shareholder Matters

TL;DR

GEG filed an 8-K detailing leadership changes, officer appointments, and shareholder votes.

AI Summary

Great Elm Group, Inc. filed an 8-K on December 5, 2025, reporting on the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on June 30.

Why It Matters

This 8-K filing provides crucial updates on the company's leadership, executive compensation, and any significant shareholder votes, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — This is a routine 8-K filing reporting on corporate governance and standard business events, not indicating immediate financial distress or significant new risks.

Key Numbers

• 001-39832 — Commission File Number (Identifies the company's SEC filing history.)
• 85-3622015 — IRS Employer Identification Number (Unique identifier for tax purposes.)

Key Players & Entities

• Great Elm Group, Inc. (company) — Registrant
• December 5, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share GEG The Nasdaq Stock Marke

Filing Documents

• dp238435_8k.htm (8-K) — 39KB
• dp238435_ex1001.htm (EX-10.1) — 239KB
• 0000950103-25-015810.txt ( ) — 538KB
• geg-20251205.xsd (EX-101.SCH) — 4KB
• geg-20251205_def.xml (EX-101.DEF) — 26KB
• geg-20251205_lab.xml (EX-101.LAB) — 36KB
• geg-20251205_pre.xml (EX-101.PRE) — 25KB
• dp238435_8k_htm.xml (XML) — 5KB

02 Departure of Directors or Certain Officers; Election

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 5, 2025, Great Elm Group, Inc. (the "Company") held its 2025 annual meeting of stockholders (the "Annual Meeting"). As further discussed below, at the Annual Meeting, the stockholders of the Company approved the Company's 2025 Long-Term Incentive Compensation Plan (the "2025 LTI Plan"). The Board of Directors of the Company had previously approved and adopted the 2025 LTI Plan on October 15, 2025, subject to the approval of the stockholders of the Company. The principal features of the 2025 LTI Plan are described in detail under "Proposal 4 - Approval of the 2025 Long-Term Incentive Compensation Plan" of the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission (the "SEC") on October 17, 2025 (as amended by Amendment No. 1 to the Company's Definitive Proxy Statement filed with the SEC on October 31, 2025, the "Proxy Statement"). A copy of the 2025 LTI Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the stockholders (i) elected the persons listed below to serve as members of the Board of Directors of the Company until the earlier of their death, resignation, removal or election of their successor; (ii) ratified the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026; (iii) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and (iv) approved the 2025 LTI Plan. The results of the voting at the Annual Meeting were as follows: For Withheld Broker Non-Votes Election of directors: Matthew A. Drapkin 15,503,722 1,894,009 7,446,843 David Matter 17,016,688 381,043 7,446,843 Lloyd Nathan 17,016,675 381,056 7,446,843 James P. Parmelee 17,020,745 376,986 7,446,843 Jason W. Reese 17,023,666 374,065 7,446,843 Eric J. Scheyer 16,687,360 710,371 7,446,843 David Schwartz 17,013,688 384,043 7,446,843 Booker Smith 17,013,007 384,724 7,446,843 For Against Abstain Ratification of the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026 24,823,429 6,730 14,415 For Against Abstain Broker Non-Votes Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers 16,952,674 439,515 5,542 7,446,843 For Against Abstain Broker Non-Votes Approval of the 2025 Long-Term Incentive Compensation Plan 15,603,677 1,789,964 4,090 7,446,843

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 2025 Long-Term Incentive Compensation Plan 104 The cover page from this Current Report on Form 8-K, formatted as inline XBRL

SIGNATURES

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 GROUP, INC. Date: December 5, 2025 /s/ Keri A. Davis By: Keri A. Davis Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR