DigitalBridge Group, Inc. 10-Q

Item 5. Other Information. Submission of Matters to a Vote of Security Holders - Results of 2021 Annual Meeting of Stockholders On May 4, 2021, the Company held its 2021 Annual Meeting of Stockholders to vote on the proposals described in detail in the Company's 2021 definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 30, 2021 (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 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, by the following vote: Nominee Votes For Votes Against Abstentions Broker Non-Votes Thomas J. Barrack, Jr. 311,214,262 15,121,300 1,046,556 54,933,638 J. Braxton Carter 324,940,703 2,220,241 221,174 54,933,638 Nancy A. Curtin 325,141,135 1,863,327 377,656 54,933,638 Jeannie H. Diefenderfer 325,103,917 1,927,576 350,625 54,933,638 Jon A. Fosheim 322,074,609 5,055,118 252,391 54,933,638 Marc C. Ganzi 325,967,660 1,234,695 179,763 54,933,638 Gregory J. McCray 325,153,801 1,864,584 363,733 54,933,638 Sháka Rasheed 325,693,866 1,321,733 366,519 54,933,638 Dale Anne Reiss 324,723,468 2,297,492 361,158 54,933,638 John L. Steffens 310,209,092 16,923,768 249,259 54,933,638 85 Table of Contents Proposal 2: Approval (on an advisory, non-binding basis) of Executive Compensation The Company's stockholders approved (on an advisory, non-binding basis) the compensation of the Company's named executive officers as of December 31, 2020 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 310,922,403 12,342,945 4,116,770 54,933,638 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, 2021, by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 380,214,141 1,588,338 513,277 — Employment Agreement with Sonia Kim On May 5, 2021, we entered into an employment agreement with Sonia Kim, effective as of January 1, 2021, in connection with Ms. Kim’s service as a Managing Director and the Chief Accounting Officer of the Company. The employment agreement provides for an initial term of one year for Ms. Kim, which began on January 1, 2021, with each initial term subject to automatic renewals of additional successive one-year periods unless either party provides at least 180 days’ advance notice of non-renewal. The agreement requires that Ms. Kim will devote her full business time and attention to the performance of her duties to us, but will be permitted to engage in certain other outside activities so long as they do not unreasonably interfere with the performance of her duties to us. The agreement provides that Ms. Kim will receive an annual base salary of not less than $350,000, a discretionary annual cash bonus with a target amount of not less than $210,000 and annual grants of equity-based awards with a target value of not less than $315,000. In addition, Ms. Kim will continue to receive allocations in respect of carried interests in respect of funds managed by us that were granted to her prior to the effective date of the employment agreement and will be eligible to be granted new allocations in respect of carried interests in respect of funds managed by us as is determined by the Board (or a committee thereof) from time to time in consultation with Ms. Kim. Ms. Kim will be eligible to participate in certain of our benefit plans made available to our senior executive officers from time to time and to receive certain of the perquisites that are applicable to our senior executive officers. The agreement provides that if Ms. Kim’s employment is terminated by us without “cause” (as defined in the agreement and including non-renewal of the employment agreement by us) or by Ms. Kim for “good reason” (as defined in the agreement and described below) and Ms. Kim executes a release of claims, she will be eligible to receive (i) a lump sum cash payment equal to the sum of her base salary and average annual bonus with respect to the three prior calendar years (or, if such termination of employment occurs prior to Ms. Kim receiving her annual bonus in respect of calendar year 2023, then her target annual bonus), (ii) a lump sum cash payment equal to the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, (iii) a pro-rated target bonus for the year of termination, (iv) full vesting of all equity-based awards of the company, carried interests and other like compensation that she holds, to the extent unvested upon her termination and, (v) continued medical, dental and vision benefits at active employee rates for 24 months following termination. The agreement provides that if Ms. Kim provides notice to us of her intention not to renew the agreement upon the scheduled expiration of the initial term or any renewal term, then she will receive (i) a lump sum cash payment in respect of the annual bonus payable in respect of the year prior to the year of termination, if unpaid as of the date of termination, and (ii) a pro-rated target bonus for the year of termination. For purposes of the agreement, “good reason” includes, in summary, (i) a material diminution in Ms. Kim’s duties, authority or responsibilities or a diminution in her title or position, (ii) a requirement that she report to any person other than our Chief Executive Officer or Chief Financial Officer (iii) a reduction in her base salary, target annual cash bonus or target annual equity incentive grant then in effect, (iv) a 25-mile relocation of her principal place of business, or (v) a material breach by us of the agreement or any other material agreement between Ms. Kim and us. 86 Table of Contents The agreement includes a provision providing that if any payments to be made to Ms. Kim, whether under the agreement or otherwise, would subject her to the excise tax on so-called “golden parachute payments” in accordance with Sections 280G or 4999 of the Code, then the payments will be reduced to the extent necessary to avoid the excise tax, but only if the amount of the payments after such reduction would result in Ms. Kim receiving a greater net after-tax benefit than if all of the payments were provided and the excise tax were imposed. In addition, the agreement, through a restrictive covenant agreement that is included as an exhibit to the agreement, provides that Ms. Kim will not, subject to certain exceptions, compete with us, or solicit our investors or customers or employees or those of our subsidiaries during her employment with us and for the one-year period following the termination of her employment with us unless her employment is terminated by us without cause (as defined in the agreement and including non-renewal of the employment agreement by us) or by Ms. Kim for “good reason” (as defined in the agreement and described above). The agreement contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Ms. Kim and us to disparage the other. The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached hereto as Exhibit 10.8, and is incorporated herein by reference. 87 Table of Contents Item 6. Exhibits. Exhibit Number Description 3.1 Articles of Amendment and Restatement of Colony NorthStar, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 10, 2017) 3.2 Articles of Amendment of Colony Capital, Inc. (fka Colony NorthStar, Inc.), as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2018) 3.3 Amended and Restated Bylaws of Colony Capital, Inc. (fka Colony NorthStar, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 25, 2018) 10.1 Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2017) 10.2 Second Amendment to Agreement of Purchase and Sale, dated as of February 28, 2021, between the CLNY Seller Entities (as named therein) and Silverplate Capital Partners LLC (incorporated by reference to Exhibit 10.55 to the Company 's Annual Rep ort on Form 10-K f iled on March 1, 2021 ) 10.3 Third Amendment to Agreement of Purchase and Sale, dated March 11, 2021, among the CLNY Seller Entities (as named therein) and Silverplate Capital Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 17, 2021) 10.4 † * Separation Agreement, dated as of March 30, 2021, by and between Thomas J. Barrack, Jr. and Colony Capital, Inc. 10.5* Investment Agreement, dated as of March 30, 2021, by and among Barrack Colony Partners, LLC, Thomas J. Barrack, J r., Colony Capital , Inc. and Colony OED Investments, LLC 10.6 † Amended and Restated Employment Agreement, dated as of December 30, 2020, between Colony Capital, Inc. and Neale W. Redington (incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K filed on March 1, 2021) 10.7 † Offer Letter, dated as of December 18, 2020, by and between Colony Capital, Inc. and Sonia Kim (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on March 1, 2021) 10.8 †* Employment Agreement, dated as of May 5, 2021 between Colony Capital, Inc. and Sonia Kim 31.1* Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Jacky Wu, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Jacky Wu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS** XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 104** Cover Page Interactive Data File __________ † Denotes a management contract or compensatory plan contract or arrangement. * Filed herewith. ** The document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *** Schedules and exhibits to such agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish copies of such schedules and exhibits to the SEC upon request. Table of Contents 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 thereunto duly authorized. Dated: May 10, 2021 COLONY CAPITAL, INC. By: /s/ Marc C. Ganzi Marc C. Ganzi Chief Executive Officer and President (Principal Executive Officer) By: /s/ Jacky Wu Jacky Wu Chief Financial Officer (Principal Financial Officer) By: /s/ Sonia Kim Sonia Kim Chief Accounting Officer (Principal Accounting Officer)