Item 5.02 Departure of Directors or Certain Of?cers; Election of Directors; Appointment of Certain Of?cers; Compensatory Arrangements of Certain Of?cers.

On March 15, 2021, John E. Stuart notified Great Elm Capital Corp. (the "Company') that he would resign from the Board of Directors (the "Board") of the Company, effective after the filing of the Company's Annual Report on Form 10-K on March 16, 2021. Mr. Stuart's resignation was not the result of any disagreement with the Company.

On March 16, 2021, the Board appointed Erik A. Falk as a Class II Director to fill the vacancy on the Board resulting from Mr. Stuart's resignation. Mr. Falk has been Head of Strategy at Magnetar Capital since September 2017. Mr. Falk will be eligible for re-election along with the Company's other Class II Director at the Company's 2021 Annual Meeting of Stockholders.

Mr. Falk will receive the standard compensation provided to the Company's non-employee directors, as described in the Company's proxy statement for the 2020 Annual Meeting of Stockholders. The Company has entered into its standard form of indemnification agreement with Mr. Falk.




Item 8.01 Other Events.

On March 18, 2021, the Company issued a press release announcing Mr. Falk's appointment to the Board. A copy of the press release is filed as exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.


Exhibit
Number    Description
99.1        Press Release, dated March 18, 2021.

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