Great Elm Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
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:
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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 |
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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 |
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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 |
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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 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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
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 | |