Item 5. Other Information
Item 5. Other Information.
Amended and Restated Bylaws
On August 1, 2023, the Company’s Board of Directors (the “Board”) amended and restated the Company’s Amended and Restated Bylaws (as restated, the “Amended and Restated Bylaws”), effective immediately, to (i) expressly provide for the ability of stockholders to participate in meetings of stockholders by electronic transmission; (ii) require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, (iii) implement and update the procedure and information requirements for the nominations of persons for election to the Board, including
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to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, as well as clarifying the ability to disregarded a nomination or proposal which does not meet such requirements; and (iv) make certain other administrative, clarifying, conforming and/or immaterial changes throughout.
The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto in unmarked form, and as Exhibit 3.3 hereto in redline form marking the amendments described above, and are incorporated herein by reference.
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement .”
Item 6. Exhibits.
Exhibit Number Description
3.1* Restated Charter of DigitalBridge Group, Inc.
3.2* Amended and Restated Bylaws of DigitalBridge Group, Inc . , effective August 1, 2023
3.3* Amended and Restated Bylaws of DigitalBridge Group, Inc., effective August 1, 2023 (redline)
10.1* †
Description of Early Bonus Payment for Chief E xecutive Officer
10.2* †
First Amendment to the Amended and Restated Employment Agreement by and between DigitalBridge Group, Inc. and Ronald M. Sanders, dated as of April 24, 2023
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.
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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: August 4, 2023
DigitalBridge Group, Inc.
By: /s/ Marc C. Ganzi
Marc C. Ganzi
Chief Executive Officer
(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)