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): March 31, 2020
Great Elm Capital Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16073 | 94-3219054 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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 or to be 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, par value $0.001 per share | GEC | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) | ||
| Preferred Stock Purchase Rights | Nasdaq Global Select Market | |||
| Units, par value, $0.001 per share | Nasdaq Global Select 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2020, Mark A. Snell tendered his notice of resignation from the Board of Directors (the “Board”) of Great Elm Capital Group, Inc. (the “Company”). Mr. Snell has indicated to the Company that his resignation is not the result of any dispute or disagreement with the Company.
On March 31, 2020, the Board appointed James H. Hugar to fill the vacancy on the Board resulting from Mr. Snell’s resignation. Mr. Hugar has been appointed to serve as chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Hugar will be eligible for re-election along with all of the Company’s existing directors at the Company’s 2020 Annual Meeting of Stockholders.
Mr. Hugar will receive the standard compensation provided to the Company’s non-employee directors, as described in the Company’s proxy statement for the 2019 Annual Meeting of Stockholders. The Company has entered into its standard form of indemnification agreement with Mr. Hugar.
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 GROUP, INC. | ||||||
| Date: March 31, 2020 | /s/ Brent J. Pearson | |||||
| By: | Brent J. Pearson | |||||
| Title: | Chief Financial Officer | |||||