DBRG Digitalbridge Group, Inc. - 8-K

Item 3.02.

Unregistered Sales of Equity Securities

Redemption of Membership Units in DigitalBridge Operating Company, LLC (the "OP")

Holders of membership units in the OP (“OP units”) have the right to require the OP to redeem all or a portion of their OP units for cash or, at our option, shares of class A common stock of DigitalBridge Group, Inc. (the “Company”) on a one-for-one basis. On May 28, 2026 2,358,601 shares of class A common stock were issued in satisfaction of a redemption request by an OP unit holder. The shares of class A common stock were issued in reliance on 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported in Item 5.07 below, the stockholders of the Company approved an amendment (the “Plan Amendment”) to the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan (the “Omnibus Plan”) at the Company’s 2026 Annual Meeting of Stockholders, which was held on Thursday, May 28, 2026 (the “Annual Meeting”). The Plan Amendment had previously been approved by the Company’s Board of Directors, subject to stockholder approval. The Plan Amendment increases the shares of class A common stock authorized for issuance under the Omnibus Plan by 6,000,000.

A detailed summary of the Omnibus Plan and the Plan Amendment appears on pages 64-77 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). That summary is incorporated herein by reference.

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 28, 2026, the Company held its Annual Meeting to vote on the proposals described in the Company’s 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 2027 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

89,516,687

28,567,187

3,940,660

26,255,576

Nancy A. Curtin

116,268,367

1,814,308

3,941,859

26,255,576

Jeannie H. Diefenderfer

89,303,561

28,779,393

3,941,580

26,255,576

Marc C. Ganzi

117,377,943

708,869

3,937,722

26,255,576

Gregory J. McCray

82,635,632

35,446,208

3,942,694

26,255,576

Sháka Rasheed

117,305,244

758,403

3,960,887

26,255,576

Dale Anne Reiss

117,011,975

1,071,203

3,941,356

26,255,576

David M. Tolley

116,956,195

1,120,415

3,947,924

26,255,576

Jay Wintrob

117,143,660

933,392

3,947,482

26,255,576

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

73,139,847

48,477,618

407,069

26,255,576

Proposal 3: Approval of the Amendment to the Omnibus Plan.

The Company’s stockholders approved the Plan Amendment. The table below sets forth the voting results for this proposal:

Votes For

Votes Against

Abstentions

Broker Non-Votes

118,023,425

3,924,132

76,978

26,255,576

Proposal 4: 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, 2026. The table below sets forth the voting results for this proposal:

Votes For

Votes Against

Abstentions

Broker Non-Votes

147,487,500

726,395

66,216

—

Item 9.01.    Financial Statements and Exhibits.

Exhibit No.

Description

10.1*

First Amendment to DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.