8-K
DigitalBridge Group, Inc. (DBRG)
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): May 23, 2025
| DIGITALBRIDGE GROUP, INC. | ||||
|---|---|---|---|---|
| (Exact Name of Registrant as Specified in Its Charter) | Maryland | 001-37980 | 46-4591526 | |
| --- | --- | --- | ||
| (State or Other Jurisdiction of<br>Incorporation or Organization) | (Commission<br>File Number) | (I.R.S. Employer<br>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 Cumulative Redeemable, $0.01 par value | DBRG.PRH | New York Stock Exchange | ||||
| Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value | DBRG.PRI | New York Stock Exchange | ||||
| Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value | DBRG.PRJ | New York Stock Exchange | 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 5.07. | Submission of Matters to a Vote of Security Holders. | |||||
| --- | --- |
On May 23, 2025, DigitalBridge Group, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders to vote on the proposals described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2025 (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 2026 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 | 127,162,885 | 7,892,086 | 2,138,978 | 16,944,484 |
| Nancy A. Curtin | 130,628,906 | 4,426,225 | 2,138,818 | 16,944,484 |
| Jeannie H. Diefenderfer | 126,648,853 | 7,835,018 | 2,710,078 | 16,944,484 |
| Marc C. Ganzi | 132,462,141 | 2,594,573 | 2,137,235 | 16,944,484 |
| Gregory J. McCray | 123,462,358 | 11,016,238 | 2,715,353 | 16,944,484 |
| Sháka Rasheed | 131,801,384 | 2,669,818 | 2,722,747 | 16,944,484 |
| Dale Anne Reiss | 130,905,167 | 4,148,955 | 2,139,827 | 16,944,484 |
| Ian Schapiro | 133,720,628 | 1,334,379 | 2,138,942 | 16,944,484 |
| David M. Tolley | 132,037,968 | 3,015,206 | 2,140,775 | 16,944,484 |
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 |
|---|---|---|---|
| 91,824,117 | 44,708,758 | 661,074 | 16,944,484 |
Proposal 3: 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, 2025. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 152,270,922 | 937,699 | 929,812 | — |
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 29, 2025 | DIGITALBRIDGE GROUP, INC. | |
|---|---|---|---|
| By: | /s/ Thomas Mayrhofer | ||
| Thomas Mayrhofer | |||
| Chief Financial Officer and Treasurer |