Digitalbridge Group Inc.

05/29/2026 | Press release | Distributed by Public on 05/29/2026 14:50

Proxy Results, Private Placement, Management Change/Compensation (Form 8-K)

Item 3.02.
Unregistered Sales of Equity Securities
Redemption of Membership Units in DigitalBridge Operating Company, LLC (the "OP")
Holders of membership units in the OP ("OP units") have the right to require the OP to redeem all or a portion of their OP units for cash or, at our option, shares of class A common stock of DigitalBridge Group, Inc. (the "Company") on a one-for-one basis. On May 28, 2026 2,358,601 shares of class A common stock were issued in satisfaction of a redemption request by an OP unit holder. The shares of class A common stock were issued in reliance on 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below, the stockholders of the Company approved an amendment (the "Plan Amendment") to the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan (the "Omnibus Plan") at the Company's 2026 Annual Meeting of Stockholders, which was held on Thursday, May 28, 2026 (the "Annual Meeting"). The Plan Amendment had previously been approved by the Company's Board of Directors, subject to stockholder approval. The Plan Amendment increases the shares of class A common stock authorized for issuance under the Omnibus Plan by 6,000,000.
A detailed summary of the Omnibus Plan and the Plan Amendment appears on pages 64-77 of the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 27, 2026 (the "Proxy Statement"). That summary is incorporated herein by reference.
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, 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 May 28, 2026, the Company held its Annual Meeting to vote on the proposals described in the Company's 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 2027 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
89,516,687 28,567,187 3,940,660 26,255,576
Nancy A. Curtin
116,268,367 1,814,308 3,941,859 26,255,576
Jeannie H. Diefenderfer
89,303,561 28,779,393 3,941,580 26,255,576
Marc C. Ganzi
117,377,943 708,869 3,937,722 26,255,576
Gregory J. McCray
82,635,632 35,446,208 3,942,694 26,255,576
Sháka Rasheed
117,305,244 758,403 3,960,887 26,255,576
Dale Anne Reiss
117,011,975 1,071,203 3,941,356 26,255,576
David M. Tolley
116,956,195 1,120,415 3,947,924 26,255,576
Jay Wintrob 117,143,660 933,392 3,947,482 26,255,576
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
73,139,847 48,477,618 407,069 26,255,576
Proposal 3: Approval of the Amendment to the Omnibus Plan.
The Company's stockholders approved the Plan Amendment. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
118,023,425 3,924,132 76,978 26,255,576
Proposal 4: 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, 2026. The table below sets forth the voting results for this proposal:
Votes For
Votes Against
Abstentions
Broker Non-Votes
147,487,500 726,395 66,216 -
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