DigitalBridge Group, Inc. (DBRG) Earnings Call Transcript & Summary

Hello, and welcome to the 2023 DigitalBridge Group, Inc. Annual Meeting of Shareholders. Please note that this meeting is currently being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to your Chairperson, Nancy Curtin.

Good morning, ladies and gentlemen. I am Nancy A. Curtin, Chairperson of the Board of Directors of the Digital Bridge Group, Inc., and it's a pleasure to welcome you and to call to order our 2023 Annual Meeting of Stockholders. In accordance with our bylaws, I will serve as Chairperson of this meeting. We will first conduct the formal business of the meeting by voting on the proposals described in our proxy materials. As is our custom, we will answer questions about the proposals and the company following presentation of the proposals and the conclusion of the meeting. Only stockholders may submit a question. [Operator Instructions] Before proceeding further, I'd like to introduce the company's other directors and certain officers who are present at the meeting today, Jeannie Diefenderfer, Jon A. Fosheim; Mark C. Ganzi, CEO of the company. Gregory James McCray, Shaka Rashid, Dale Ann Reese, David M. Tolley; Jacky Wu, Chief Financial Officer of the company; Ronald. Saunders, Chief Legal Officer and Secretary; and Severin White, Managing Director and Head of Public Investor Relations. Notice of the meeting. We've received an affidavit from our proxy solicitation agent certified to the mailing of notice of this meeting commencing on April 7, 2023, to stockholders of record at the close of business on the record date, March 15, 2023, wherein the company furnished to such stockholders a proxy statement, annual report for the period ended December 31, 2022 and proxy card. This affidavit, together with copies of the notice of the meeting, proxy statement, annual report and proxy card will be filed with the minutes of the meeting. Barry Rosenthal of the American Stock Transfer & Trust Company has been appointed inspector of elections and has taken his oath. A copy of his oath will be filed with the minutes of the meeting. As of the record date, there were 161,632617i, shares of our common A excess of our Class A common stock at 166,494 shares of our Class B common stock outstanding. The Inspector of Elections has advised me that a quorum is now present. Therefore, this meeting is duly organized for the transaction of business. We will now commence with the formal business items on the agenda. The first item of business on the agenda is the election of 9 individuals to serve as members of the Board of Directors of the company for 1-year terms until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Under the company's bylaws, the only persons who have been properly nominated are those nominees listed in the company's proxy statement. That's myself, Nancy A. Curtin, James Keith Brown, Jeannie Diefenderfer, John A. Fosheim, Mark C. Ganzi, Gregory J. McCray, Shaka Rashid, Dale Ann and Reese and David M. Tolley. I therefore declare that nominations for directors are closed. The proposal to elect the 9 nominees is described in detail in the company's proxy statement distributed in connection with this meeting, and the following resolution is deemed duly present at the meeting.

Thought that the stockholders of the company hereby vote to elect each of the 9 nominees identified above to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

The second item of business on the agenda is the approval on a nonbinding basis of the compensation of the company's named executive officers, which is described in detail in the company's proxy statement distributed in connection with the meeting. The following resolution is being duly presented at the meeting.

Resolved that the compensation paid to the company's named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion, is hereby approved on an advisory basis.

The third item of business on the agenda is the advisory vote on the frequency with which nonbinding advisory votes on executive compensation should be held in the future, and stockholders may vote for every 1 year, every 2 years or every 3 years. The fourth item of business on the agenda is the approval of an amendment of the company's charter in the form presented in the proxy statement to decrease the number of authorized shares of common stock. The following resolution is deemed duly presented at the meeting.

Resolved, that the amendment to the charter as shown on Exhibit A to the proxy statement to decrease the number of authorized shares of Class A common stock from $949 million to $237 $250 million, the number of authorized shares of Class B common stock from 1 million to $250,000, and the number of authorized shares of performance common stock from 50 million to $12,500,000 is hereby approved.