DigitalBridge Group, Inc.
750 Park of Commerce Drive Suite 210
Boca Raton, Florida 33487 (561) 570-4644
MESSAGE FROM
OUR CHAIRPERSON OF THE BOARD
To the Stockholders of DigitalBridge Group, Inc.:
It is our pleasure to invite you to the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of DigitalBridge Group, Inc., a Maryland corporation. The 2024 Annual Meeting will be conducted virtually, via live audio webcast, on April 26, 2024, beginning at 9:00 a.m., Eastern Time. You will be able to attend the virtual 2024 Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting https://web.lumiconnect.com/286413441, using the passcode and control number as discussed in the enclosed Notice of Annual Meeting of Stockholders.
I sincerely hope that you will be able to attend and participate in the virtual meeting. Whether or not you plan to attend the annual meeting via the live webcast, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares by mail, telephone or Internet. The proxy card materials provide you with details on how to authorize a proxy to vote by these three methods.
We look forward to receiving your proxy and thank you for your continued support.
Sincerely,
NANCY A. CURTIN
Chairperson
March 18, 2024
Boca Raton, Florida
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
Virtual Meeting | |||||||||||||||||||||||
Date and Time | via Live Audio Webcast | Record Date | |||||||||||||||||||||
April 26, 2024 | https://web.lumiconnect.com/286413441 | You can vote if you are a stockholder | |||||||||||||||||||||
9:00 a.m., Eastern Time | Webcast Passcode: digitalbridge2024 | of record on March 1, 2024. | |||||||||||||||||||||
Items of Business | |||||||||||||||||||||||
1 | Election of Directors | To elect 9 directors nominated by our Board of Directors to serve until the 2025 | |||||||||||||||||||||
Annual Meeting of Stockholders and until his or her successor is duly elected | |||||||||||||||||||||||
and qualified; | |||||||||||||||||||||||
2 | Advisory Vote on | To approve, on a non-binding, advisory basis, named executive officer | |||||||||||||||||||||
Executive Compensation | compensation; | ||||||||||||||||||||||
3 | Approval of the | To approve the DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan; | |||||||||||||||||||||
DigitalBridge Group, Inc. | |||||||||||||||||||||||
2024 Omnibus Stock | |||||||||||||||||||||||
Incentive Plan | |||||||||||||||||||||||
4 | Ratification of | To ratify the appointment of Ernst & Young LLP as our independent registered | |||||||||||||||||||||
Independent Registered | public accounting firm for the fiscal year ending December 31, 2024; and | ||||||||||||||||||||||
Public Accounting Firm | |||||||||||||||||||||||
5 | Other Business | Transact any other business that may properly come before the 2024 Annual | |||||||||||||||||||||
Meeting or any postponement or adjournment of the 2024 Annual Meeting. |
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Annual Report
Our 2023 Annual Report to Stockholders accompanies this Proxy Statement.
Proxy Voting
Your vote is very important. Whether or not you plan to attend the virtual 2024 Annual Meeting via live webcast, you are encouraged to read the proxy statement and submit your proxy card or voting instructions form as soon as possible to ensure that your shares are represented and voted at the 2024 Annual Meeting. If you hold your shares as a record holder, you may vote your shares by proxy via the phone or the Internet by following the instructions provided on the enclosed proxy card or by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. If you hold your shares through a broker or other custodian, please follow the instructions you received from the holder of record to vote your shares.
By Order of the Board of Directors,
GEOFFREY GOLDSCHEIN
Chief Legal Officer
and Secretary
March 18, 2024
Boca Raton, Florida
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TABLE OF
CONTENTS
- PROXY SUMMARY
- 2024 Annual Meeting
- 2023 Year in Review
- Overview of Environmental, Social & Governmental (ESG) Initiatives
- Corporate Governance Highlights
- PROPOSAL NO. 1: ELECTION OF DIRECTORS
- Board of Directors
18 Corporate Governance
23 Information about our Board of Directors and its Committees
25 Director Compensation
28 EXECUTIVE OFFICERS
- PROPOSAL NO. 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
- COMPENSATION COMMITTEE REPORT
- COMPENSATION DISCUSSION AND ANALYSIS
- Executive Compensation Program
- Compensation Tables and Related Narrative
- Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
- Equity Compensation Plan Information
63 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- Ownership of Equity Securities of the Company by Directors and Executive Officers
- Ownership of Equity Securities of the Company by 5% Stockholders
- PROPOSAL NO. 3: APPROVAL OF THE DIGITALBRIDGE GROUP, INC. 2024 OMNIBUS STOCK INCENTIVE PLAN
- PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- AUDIT COMMITTEE REPORT
- INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
- CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
79 Policy for Review of Related Party Transactions
81 FREQUENTLY ASKED QUESTIONS AND ANSWERS
81 Questions and Answers about the 2024 Annual Meeting and Voting
- Attend Our 2024 Annual Meeting of Stockholders
- OTHER INFORMATION
86 Stockholder Proposals and Director Nominations for 2025
- Annual Report
- Where You Can Find More Information
- Eliminating Duplicate Mailings
- Incorporation by Reference
Exhibit A DigitalBridge Group, Inc. 2024 Omnibus Stock Incentive Plan
A-1 APPENDIX A: PROXY CARD
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Attachments
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Disclaimer
Digitalbridge Group Inc. published this content on 18 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 14:25:05 UTC.