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 15, 2022

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 15, 2022, the Board of Directors (the “Board”) of Great Elm Capital Corp. (the “Company”) appointed Chad Perry as a Class III Director to fill a vacancy on the Board. Mr. Perry will be eligible for re-election at the Company’s 2022 Annual Meeting of Stockholders. Mr. Perry will serve as the Chairman of the Company’s Compensation Committee and as a member of the Company’s Audit Committee and the Company’s Nominating & Corporate Governance Committee.

Following Mr. Perry’s appointment, the Company is in compliance with Nasdaq Listing Rule 5605(b)(1), which requires the Board to consist of a majority of independent directors, and Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to be comprised of at least three independent directors.

Mr. Perry will receive the standard compensation provided to the Company’s non-employee directors, as described in the Company’s proxy statement for the 2021 Annual Meeting of Stockholders.

The Company will enter into its standard form of indemnification agreement with Mr. Perry.

Item 8.01.  Other Events.

On March 15, 2022, the Company issued the press release attached as Exhibit 99.1 to this report announcing Mr. Perry’s appointment to the Board.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

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.