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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):
April 26, 2024
DIGITALBRIDGE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-37980 46-4591526
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
750 Park of Commerce Drive
,
Suite 210
Boca Raton
,
Florida
33487
(Address of Principal Executive Offices, Including Zip Code)
(
561
)
544-7475
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
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 pursuant to Section 12(b) of the Act:
Title of Class Trading Symbol(s) Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value DBRG New York Stock Exchange
Preferred Stock, 7.125% Series H DBRG.PRH New York Stock Exchange
Cumulative Redeemable, $0.01 par value
Preferred Stock, 7.15% Series I DBRG.PRI New York Stock Exchange
Cumulative Redeemable, $0.01 par value
Preferred Stock, 7.125% Series J DBRG.PRJ New York Stock Exchange
Cumulative Redeemable, $0.01 par value
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 ((s)230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
((s)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 Principal Officers; Election of Directors; Appointment of Principal Officers.
As reported in Item 5.07 below, the stockholders of DigitalBridge Group, Inc.
(the "Company") approved the DigitalBridge Group, Inc. 2024 Omnibus Stock
Incentive Plan (the "2024 Plan") at the Company's 2024 annual meeting of
stockholders, which was held on Friday, April 26, 2024 (the "Annual Meeting").
The 2024 Plan had previously been approved by the Company's Board of
Directors, subject to stockholder approval. The 2024 Plan permits the granting
of incentive stock options, non-qualified stock options, stock appreciation
rights, restricted stock, restricted stock units, unrestricted stock, dividend
equivalent rights, cash-based awards, and other equity-based awards to the
employees, directors, consultants and advisors who perform services for the
Company and its subsidiaries. Subject to adjustment as provided in the 2024
Plan, the maximum number of shares of Class A common stock that may be issued
under the 2024 Plan as of April 26, 2024 is
5,500,000 shares.
A detailed summary of the 2024 Plan appears on pages 66-72 of the Company's
Definitive Proxy Statement
on Schedule 14A, which was filed with the Securities and Exchange Commission
on March 18, 2024 (the "Proxy Statement"). That summary is incorporated herein
by reference. The foregoing description of the 2024 Plan does not purport to
be complete and is qualified in its entirety by reference to the full text of
the 2024 Plan, a copy of which is filed as Exhibit 10.1 hereto and is hereby
incorporated into this report by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 26, 2024, the Company held its Annual Meeting to vote on the
proposals described in detail in the Proxy Statement. The final results for
the votes regarding each proposal are set forth below.
Proposal 1: Election of Directors
The following persons were duly elected to the Company's Board of Directors to
serve until the 2025 Annual Meeting of Stockholders and until his or her
successor is duly elected and qualified, by the following vote:
Name Votes For Votes Against Abstentions Broker Non-Votes
James Keith Brown 125,073,068 4,237,311 6,533,487 13,010,200
Nancy A. Curtin 127,500,533 1,803,013 6,540,320 13,010,200
Jeannie H. Diefenderfer 121,410,039 7,894,815 6,539,012 13,010,200
Jon A. Fosheim 123,842,940 5,457,518 6,543,408 13,010,200
Marc C. Ganzi 134,761,882 1,007,556 74,428 13,010,200
Gregory J. McCray 120,889,948 8,420,103 6,533,815 13,010,200
Shaka Rasheed 125,274,673 4,030,600 6,538,593 13,010,200
Dale Anne Reiss 122,672,163 6,636,516 6,535,187 13,010,200
David M. Tolley 109,809,346 19,499,155 6,535,365 13,010,200
Proposal 2: Advisory Vote on Executive Compensation
The Company's stockholders approved (on an advisory, non-binding basis) the
compensation of the Company's named executive officers as described in the
Compensation Discussion and Analysis and executive compensation tables of the
Proxy Statement. The table below sets forth the voting results for this
proposal:
Votes For Votes Against Abstentions Broker Non-Votes
102,791,776 24,019,012 9,033,078 13,010,200
Proposal 3: Approval of the 2024 Plan
-------------------------------------------------------------------------------
The Company's stockholders approved the 2024 Plan, and the voting results are
set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
126,998,869 8,239,070 605,927 13,010,200
Proposal 5: Ratification of Appointment of Independent Registered Public
Accounting Firm
The Company's stockholders ratified the appointment of Ernst & Young LLP as
the Company's independent registered public accounting firm for the fiscal
year ending December 31, 2024. The table below sets forth the voting results
for this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
145,886,127 2,898,613 69,326 -
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form S-8 filed by the Company on April 29, 2024)
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: May 1, 2024 DIGITALBRIDGE GROUP, INC.
By: /s/ Thomas Mayrhofer
Thomas Mayrhofer
Chief Financial Officer and Treasurer
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