Other Information.
−Removed: Amended and Restated Bylaws
−Removed: 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;
−Removed: (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
−Removed: 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;
−Removed: and (iv) make certain other administrative, clarifying, conforming and/or immaterial changes throughout.
−Removed: 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
−Removed: 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 .”
+Added: During the quarter ended September 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 .”
Exhibit Number Description
−Removed: 3.1* Restated Charter of DigitalBridge Group, Inc.
−Removed: 3.2* Amended and Restated Bylaws of DigitalBridge Group, Inc .
−Removed: , effective August 1, 2023
−Removed: 3.3* Amended and Restated Bylaws of DigitalBridge Group, Inc., effective August 1, 2023 (redline)
−Removed: Description of Early Bonus Payment for Chief E xecutive Officer
−Removed: First Amendment to the Amended and Restated Employment Agreement by and between DigitalBridge Group, Inc.
−Removed: and Ronald M.
−Removed: Sanders, dated as of April 24, 2023
+Added: 3.1 Restated Charter of DigitalBridge Group, Inc.(incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
+Added: 3.2 Amended and Restated Bylaws of DigitalBridge Group, Inc., effective August 1, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023)
+Added: Employment Agreement, dated as of August 22, 2023, between DigitalBridge Group, Inc.
+Added: and Geoffrey Goldschein
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.
−Removed: August 4, 2023
+Added: November 3, 2023
DigitalBridge Group, Inc.
1 unchanged sentence
(Principal Executive Officer)
−Removed: Chief Financial Officer (Principal Financial Officer)
−Removed: /s/ Sonia Kim
−Removed: Chief Accounting Officer (Principal Accounting Officer)
+Added: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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.