Other Information.
−Removed: Submission of Matters to a Vote of Security Holders—Results of 2022 Annual Meeting of Stockholders
−Removed: On May 4, 2022, the Company held its 2022 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.
−Removed: Securities and Exchange Commission on March 30, 2022 (the "Proxy Statement").
−Removed: The final results for the votes regarding each proposal are set forth below.
−Removed: Election of Directors
−Removed: The following persons were duly elected to the Company's Board of Directors to serve until the 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, by the following vote:
−Removed: Nominee Votes For Votes Against Abstentions Broker Non-Votes
−Removed: Braxton Carter 413,970,855 4,063,338 296,826 64,086,927
−Removed: Curtin 413,981,569 3,990,915 358,535 64,086,927
−Removed: Diefenderfer 412,280,213 5,783,201 267,605 64,086,927
−Removed: Fosheim 406,973,679 11,048,311 309,029 64,086,927
−Removed: Ganzi 416,284,130 1,816,638 230,251 64,086,927
−Removed: McCray 413,134,717 4,932,628 263,674 64,086,927
−Removed: Sháka Rasheed 412,310,295 5,770,725 249,999 64,086,927
−Removed: Dale Anne Reiss 409,957,684 7,075,715 1,297,620 64,086,927
−Removed: Steffens 398,218,907 19,782,662 329,450 64,086,927
−Removed: Approval (on an advisory, non-binding basis) of Executive Compensation
−Removed: The Company's stockholders approved (on an advisory, non-binding basis) the compensation of the Company's named executive officers as of December 31, 2021 as described in the Compensation Discussion and Analysis and executive compensation tables of the Proxy Statement.
−Removed: The table below sets forth the voting results for this proposal:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 352,481,355 58,308,295 7,541,369 64,086,927
−Removed: Ratification of Appointment of Independent Registered Public Accounting Firm
−Removed: 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, 2022, by the following vote:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 470,168,863 11,278,540 970,543 —
Exhibit Number Description
8 unchanged sentences
1 to Series 2021-1 Supplement to Base Indenture, dated as of April 1, 2022, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, certain indirect and direct subsidiaries of the Co-Issuers and Citibank, N.A., as Indenture Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on April 5, 2022)
−Removed: 10.1 Amendment to the Purchase and Sale Agreement, dated February 28, 2022, between DigitalBridge Operating Company, LLC and CWP Bidco LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 3, 2022)
−Removed: 10.2 Agreement for Sale and Purchase, dated March 25, 2022, between Telenet Group Holding NV and DB SAF Pillar Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 31, 2022)
+Added: 4.3 Form of Class A Common Stock Purchase Warrant of DigitalBridge Group, Inc.
+Added: (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 24, 2022)
+Added: Exhibit Number Description
10.1 Amendment No.
1 Class A-1 Note Purchase Agreement, dated as of April 1, 2022, by and among DigitalBridge Issuer, LLC and DigitalBridge Co-Issuer, LLC, together as Co-Issuers, each of DigitalBridge Holdings 1, LLC, DigitalBridge Holdings 2, LLC and DigitalBridge Holdings 3, LLC, together as Asset Entities, DigitalBridge Guarantor, LLC and DigitalBridge Co-Guarantor, LLC, together as Co-Guarantors, DigitalBridge Investment Holdco, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Barclays Bank PLC, as L/C Provider and Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 5, 2022)
−Removed: 10.4†* Amended and Restated Employment Agreement, dated as of March 28, 2022, between DigitalBridge Group, Inc.
−Removed: and Benjamin J.
−Removed: 10.5†* Amended and Restated Employment Agreement, dated as of March 28, 2022, between DigitalBridge Group, Inc.
−Removed: and Liam Stewart
−Removed: Exhibit Number Description
−Removed: 10.6†* Amended and Restated Employment Agreement, dated as of March 28, 2022, between DigitalBridge Group, Inc.
10.2 Equity Purchase Agreement, by and among AMP Group Holdings Limited, AMP Capital Investors International Holdings Limited, DigitalBridge Operating Company, LLC and DigitalBridge Investment Holdco, LLC, dated as of April 27, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 29, 2022)
−Removed: 10.8†* Form of Restricted Stock Agreement
−Removed: 10.9†* Form of Performance Restricted Stock Unit Agreement
+Added: 10.3 Amended and Restated Carried Interest Participation Agreement, dated as of May 23, 2022, by and among Colony DCP (CI) Bermuda, LP, Colony DCP (CI) GP, LLC, DigitalBridge Operating Company, LLC, DigitalBridge Group, Inc.
+Added: and W-Catalina (C) LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 24, 2022)
+Added: 10.4 Termination Agreement, dated as of May 23, 2022, by and among DigitalBridge Management Holdings, LLC, DigitalBridge Digital IM Holdco, LLC, DigitalBridge IM Manager, LLC, DigitalBridge Operating Company, LLC, DigitalBridge Group, Inc., Colony DCP (CI) Bermuda, LP, Marc Ganzi, Ben Jenkins, W-Catalina (C) LLC and W-Catalina (S) LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 24, 2022)
+Added: 10.5 Registration Rights Agreement, dated as of May 23, 2022, by and between DigitalBridge Group, Inc.
+Added: and Wafra Strategic Holdings LP (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 24, 2022)
31.1* Certification of Marc C.
17 unchanged sentences
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.
+Added: August 8, 2022
DigitalBridge Group, Inc.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.