Great Elm Group Sets Dec. 5 Annual Meeting for Key Governance Votes

TL;DR

**GEGGL's upcoming annual meeting is a routine governance check, but keep an eye on the new incentive plan for potential future dilution and executive alignment.**

AI Summary

Great Elm Group, Inc. (GEGGL) is holding its 2025 Annual Stockholders' Meeting on December 5, 2025, to address several key corporate governance matters. Stockholders will vote on the election of eight directors, including Chairman and CEO Jason W. Reese, to serve until their successors are elected. The company is also seeking ratification of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending June 30, 2026. A non-binding advisory vote on named executive officer compensation is on the agenda, alongside a proposal to approve the 2025 Long-Term Incentive Compensation Plan. The company is utilizing a 'notice and access' delivery method for proxy materials, mailing notices on or about October 17, 2025, to conserve resources and reduce costs. As of the record date, October 10, 2025, there were 33,348,987 shares of common stock outstanding, each entitled to one vote.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Great Elm Group, impacting investor confidence and future strategic direction. The election of eight directors, including CEO Jason W. Reese, will shape the company's leadership and oversight for the coming year. Approval of the 2025 Long-Term Incentive Compensation Plan is crucial for attracting and retaining top talent, directly affecting employee motivation and the company's competitive standing against peers. The advisory vote on executive compensation provides a direct channel for investor feedback, influencing how GEGGL aligns executive pay with performance and market expectations.

Risk Assessment

Risk Level: low — The filing primarily details standard annual meeting proposals, such as director elections and auditor ratification, which are routine corporate governance matters. There are no immediate red flags indicating significant financial or operational risks, and the proposals are typical for a public company's annual proxy statement.

Analyst Insight

Investors should review the qualifications of the director nominees and the details of the 2025 Long-Term Incentive Compensation Plan. Vote 'FOR' the ratification of Deloitte & Touche LLP to ensure continued financial oversight. Consider the implications of the incentive plan on potential dilution and executive alignment with shareholder interests.

Key Numbers

• 33,348,987 — Shares of common stock outstanding (As of the record date, October 10, 2025, each entitled to one vote.)
• 2025-10-17T00:00:00.000Z — Proxy materials mailing date (Date notice of Internet availability and proxy materials were made available.)
• 2025-12-05T08:30:00.000Z — Annual Meeting date and time (Date and time of the 2025 Annual Stockholders' Meeting.)
• 2025-10-10T00:00:00.000Z — Record Date (Stockholders owning shares on this date are eligible to vote.)
• 8 — Number of Director Nominees (Eight individuals are nominated for election to the Board of Directors.)
• 2026 — Fiscal year for auditor ratification (Deloitte & Touche LLP is proposed as the independent auditor for the fiscal year ending June 30, 2026.)

Key Players & Entities

• Great Elm Group, Inc. (company) — Registrant for DEF 14A filing
• Jason W. Reese (person) — Chairman and Chief Executive Officer, Director Nominee
• Deloitte & Touche LLP (company) — Independent Registered Public Accounting Firm
• Adam M. Kleinman (person) — President and Secretary
• Matthew A. Drapkin (person) — Director Nominee
• David Matter (person) — Director Nominee
• Lloyd Nathan (person) — Director Nominee
• James P. Parmelee (person) — Director Nominee
• Eric J. Scheyer (person) — Director Nominee
• David Schwartz (person) — Director Nominee

FAQ

Industry Context

Great Elm Group operates within the financial services sector, which is characterized by evolving regulatory landscapes and a need for robust corporate governance. Companies in this industry often face scrutiny regarding executive compensation and long-term incentive structures to align management interests with shareholder value.

Regulatory Implications

The filing of a DEF 14A is a standard SEC requirement for public companies, ensuring transparency in corporate governance and shareholder voting matters. Compliance with SEC rules regarding proxy solicitations, disclosure of executive compensation, and auditor ratification is critical.

What Investors Should Do

1. Review the proxy statement and annual report.
2. Vote your shares.
3. Attend the virtual Annual Meeting.

Key Dates

• 2025-10-10: Record Date for the Annual Meeting — Establishes the list of stockholders eligible to vote at the meeting.
• 2025-10-17: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the availability of proxy materials and how to access them, initiating the proxy voting process.
• 2025-12-05: 2025 Annual Stockholders' Meeting — The date for key shareholder votes on director elections, auditor ratification, executive compensation, and incentive plans.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC, providing detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the shareholder meeting and the proposals being voted on.)

Notice and Access

A method allowed by the SEC for companies to deliver proxy materials to shareholders over the Internet, reducing printing and mailing costs. (Great Elm Group is using this method to distribute its proxy materials, impacting how shareholders receive and access information.)

Record Date

A specific date used to determine which shareholders are entitled to receive notice of and vote at a shareholder meeting. (Establishes eligibility to vote for the December 5, 2025 Annual Meeting.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in proxy statements. (Shareholders will vote on the compensation of these individuals in a non-binding advisory vote.)

Long-Term Incentive Compensation Plan

A plan designed to incentivize executives and employees by providing compensation tied to long-term company performance, often in the form of stock options or awards. (Shareholders are being asked to approve the company's 2025 plan.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Stockholders' Meeting, with proxy materials being made available on or about October 17, 2025. Key information such as the number of outstanding shares (33,348,987 as of October 10, 2025), director nominees (8), and the fiscal year for auditor ratification (ending June 30, 2026) are detailed. The company is utilizing the 'notice and access' method for proxy material delivery to reduce costs. Specific comparative financial data or risk factors from a prior filing are not detailed within this excerpt.

Filing Documents

• ny20055598x1_def14a.htm (DEF 14A) — 1060KB
• logo_greatelmgroupv2x1.jpg (GRAPHIC) — 26KB
• ny20055598x1_pc01.jpg (GRAPHIC) — 528KB
• ny20055598x1_pc02.jpg (GRAPHIC) — 474KB
• ny20055598x1_pvpchart01x3.jpg (GRAPHIC) — 84KB
• ny20055598x1_pvpchart02x3.jpg (GRAPHIC) — 83KB
• 0001140361-25-038474.txt ( ) — 5148KB
• geg-20251205.xsd (EX-101.SCH) — 4KB
• geg-20251205_def.xml (EX-101.DEF) — 4KB
• geg-20251205_lab.xml (EX-101.LAB) — 5KB
• geg-20251205_pre.xml (EX-101.PRE) — 7KB
• ny20055598x1_def14a_htm.xml (XML) — 302KB

From the Filing

TABLE OF CONTENTS 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 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 GREAT ELM GROUP, INC. (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 Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS October 17, 2025 Dear Fellow Stockholders: We invite you to join us at the 2025 Annual Stockholders' Meeting (the "Annual Meeting") of Great Elm Group, Inc., on Friday, December 5, 2025, beginning at 8:30 a.m., Eastern Standard Time. We will be holding the Annual Meeting online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GEG2025AM . The Notice of Annual Stockholders' Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. We elected to deliver our proxy materials to the majority of our stockholders over the Internet. On or about October 17, 2025, 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 vote and submit your proxies over the Internet 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 is very important to us. On behalf of our Board of Directors, thank you for your continued support. Sincerely yours, /s/ Jason W. Reese Jason W. Reese Chairman and Chief Executive Officer TABLE OF CONTENTS Great Elm Group, Inc. Notice of Annual Stockholders' Meeting The 2025 Annual Stockholders' Meeting (the "Annual Meeting") of Great Elm Group, Inc., a Delaware corporation (the "Corporation"), will be held on Friday, December 5, 2025, beginning at 8:30 a.m., Eastern Standard Time, online at www.virtualshareholdermeeting.com/GEG2025AM . The following matters will be considered at the Annual Meeting: The election of each of Matthew A. Drapkin, David Matter, Lloyd Nathan, James P. Parmelee, Jason W. Reese, Eric J. Scheyer, David Schwartz and Booker Smith to serve as members of the Board of Directors of the Corporation until the earlier of their death, resignation, removal or election of their successor The ratification of the selection of Deloitte & Touche LLP to serve as the Corporation's independent registered public accounting firm for the fiscal year ending June 30, 2026 The approval, on a non-binding advisory basis, of the compensation of the Corporation's named executive officers The approval of the 2025 Long-Term Incentive Compensation Plan; and Other matters that may properly come before the Annual Meeting. The items to be considered at the Annual Meeting may be considered at the meeting or at any adjournment or postponement of the meeting. You are entitled to attend and participate in the Annual Meeting, or at any adjournment or postponement thereof, only if you were a stockholder of the Corporation at the close of business on October 10, 2025. To attend and participate in the meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may also ask questions, vote online, and examine our stockholder list during the meeting by following the instructions provided at www.virtualshareholdermeeting.com/GEG2025AM during the meeting. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read this proxy statement and promptly vote your shares. You have a choice of voting on the In

View Full Filing

View this DEF 14A filing on SEC EDGAR