--- schema_version: "secwatch.filing_event.v1" accession: "0001679688-23-000064" form_type: "8-K" ticker: "DBRG" cik: "0001679688" company_name: "DigitalBridge Group, Inc." filed_at: "2023-05-17T23:59:59+00:00" generated_at: "2026-06-14T22:26:51.781251+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # DigitalBridge shareholders reject say-on-pay; authorized shares cut 75%; new CLO ## Summary - Say-on-pay failed: 55.3M votes for, 70.9M against; advisory resolution not approved. - Authorized Class A common reduced from 949M to 237.25M; Class B from 1M to 250k; effective May 12. - Common stock par value cut from $0.04 to $0.01 per share, effective May 11, 2023. - Geoffrey Goldschein appointed Chief Legal Officer and Secretary, succeeding Ronald Sanders. - All nine director nominees elected; Ernst & Young ratified as auditor for FY2023. ## SEC filing metadata - accession: 0001679688-23-000064 - form_type: 8-K - ticker: DBRG - cik: 0001679688 - company_name: DigitalBridge Group, Inc. - filed_at: 2023-05-17T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 3.03, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/dbrg-20230511.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001679688-23-000064 - JSON: https://secwatch.observer/filing/0001679688-23-000064.json - Plain text: https://secwatch.observer/filing/0001679688-23-000064.txt ## Key facts - Governance Changes DigitalBridge Group, Inc.: Decreased authorized shares of Class A common stock from 949,000,000 to 237,250,000, Class B common stock from 1,000,000 to 250,000, and Performance common stock from 50,000,000 to 12,500,000 (effective 2023-05-12). - Change: charter amendment - Effective: 2023-05-12 source text: On May 11, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As discussed in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved an amendment (the “Authorized Share Amendment” and together with the Par Value Amendment, the “Charter Amendments”) to the Charter to decrease (i) the number of authorized shares of Class A common stock from 949,000,000 to 237,250,000, (ii) the number of authorized shares of Class B common stock from 1,000,000 to 250,000 and (iii) the number of authorized shares of Performance common stock from 50,000,000 to 12,500,000. The Authorized Share Amendment became effective upon the filing of the Authorized Share Amendment with the Maryland State Department of Assessments and Taxation on May 12, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm - Governance Changes DigitalBridge Group, Inc.: Reduced par value of common stock from $0.04 per share to $0.01 per share (effective 2023-05-11). - Change: charter amendment - Effective: 2023-05-11 source text: On May 11, 2023, DigitalBridge Group, Inc. (the “Company”) filed Articles of Amendment (the “Par Value Amendment”) to its Articles of Amendment and Restatement, as amended and supplemented (the “Charter”), with the Maryland State Department of Assessments and Taxation to reduce the par value of its common stock from $0.04 per share to $0.01 per share. The Par Value Amendment became effective upon the filing of the Par Value Amendment with the Maryland State Department of Assessments and Taxation on May 11, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm - Shareholder Votes DigitalBridge Group, Inc. shareholders approved Charter Amendment at the 2023-05-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-11 source text: The Company’s stockholders approved an amendment to the Charter to decrease the number of authorized shares of common stock. The table below sets forth the voting results for this proposal: evidence_url: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm - Shareholder Votes DigitalBridge Group, Inc. shareholders rejected Advisory Vote on Executive Compensation at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-05-11 source text: The Company’s stockholders did not approve (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: evidence_url: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm - Shareholder Votes DigitalBridge Group, Inc. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-05-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-11 source text: The Company’s stockholders voted to hold future advisory votes on the compensation of the Company’s named executive officers annually. The table below sets forth the voting results for this proposal: evidence_url: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm - Shareholder Votes DigitalBridge Group, Inc. shareholders approved Election of Directors at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: Proposal 1: Election of Directors The following persons were duly elected to the Company’s Board of Directors to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, by the following vote: evidence_url: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm - Shareholder Votes DigitalBridge Group, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: 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, 2023. The table below sets forth the voting results for this proposal: evidence_url: https://www.sec.gov/Archives/edgar/data/1679688/000167968823000064/0001679688-23-000064-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.