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

Hello, and welcome to the DigitalBridge Group, Inc. Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting will now begin.

Good morning, ladies and gentlemen. I'm Nancy Curtin, Chairperson of the Board of DigitalBridge, Inc., and it's a pleasure to welcome you and to call to order our 2024 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 presentations of the proposals and at the conclusion of the meeting. Only stockholders may submit a question. [Operator Instructions] Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting. Before proceeding further, I would like to introduce the company's other directors and certain officers who are present at the meeting. James Keith Brown, Jeannie Diefenderfer, Jon A. Fosheim, Marc C. Ganzi, CEO of the company; Gregory J. McCray, Sháka Rasheed, Dale Anne Reiss, David M. Tolley, Thomas Mayrhofer, Chief Financial Officer of the company; Geoffrey Goldschein, Chief Legal Officer and Secretary; and Severin White, Head of Public Relations, Investor Relations. Procedural matters. We've received an affidavit from our proxy solicitation agent, certifying to the mailing of the notice of this meeting commencing on March 19, 2024, to stockholders of record at the close of business on the record date March 1, 2024, wherein the company furnished to such stockholders a proxy statement, annual report for the period ended December 31, 2023, and proxy card. This affidavit, together with copies of the notice of meeting, proxy statement, annual report and proxy card will be filed with the minutes of this meeting. Barry Rosenthal of American Stock Transfer & Trust Company has been appointed Inspector of Elections and taken his oath. A copy of his oath will be filed with the minutes of the meeting. As of the record date, there were 163,366,294 shares of our Class A common stock and 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 of 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 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Under the company's bylaws, the only person who have been properly nominated are those nominees listed in the company's proxy statement, myself, Nancy A. Curtin, James Keith Brown, Jeannie Diefenderfer, Jon A. Fosheim, Marc C. Ganzi, Gregory J. McCray, Sháka Rasheed, Dale Anne Reiss 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 the meeting, and the following resolution is deemed duly present at the meeting.

Resolved, that the stockholders of the company hereby vote to elect each of the 9 nominees identified above to serve until the 2025 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 distributing connection with this meeting. The following resolution is deemed duly presented at this 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 approval of DigitalBridge, Inc.'s 2024 Omnibus Stock Incentive Plan. The following resolution is deemed duly presented at this meeting.

Resolved, that the DigitalBridge Group, Inc., 2024 Omnibus Stock Incentive Plan in the form presented in the proxy statement is hereby approved.

The fourth item of business on the agenda is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2024, which is described in detail in the company's proxy statement distributed in connection with this meeting. In addition, representatives of Ernst & Young LLP, are here today to respond to any appropriate questions stockholders may have during the question-and-answer period later in this meeting. The following resolution is deemed duly presented at the meeting.

Resolved, the stockholders of the company hereby ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

The polls are now open for voting on these proposals via the proxy voting site link on the left side of your screen. The floor is now open for questions or comments from stockholders of the company concerning any of these proposals. [Operator Instructions] Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of this meeting. [ Lake ], any questions?

We have no questions.

If there are no further questions, we will proceed with the meeting. If you've already voted your shares and do not wish to share -- if you've already voted your shares and not wish to change your vote, no action is required at this time. If you've not yet voted or would like to change your vote, you may do so now by clicking the proxy voting site link on the left side of your screen. If you previously voted by proxy, submission of a new vote will revoke your prior proxy. I will ask the Inspector of Elections to review all submitted votes. There being no further ballots, I declare the polls are now closed. All ballots and proxies are now in the custody of the Inspector of Elections. The Inspector of Elections has determined that our preliminary accounts indicate that the Proposals 1, 2, 3 and 4 have been approved by the necessary votes. Therefore, the resolutions for such proposals have been duly adopted. The report of the Inspector of Elections, which contains the final vote totals will be filed with the minutes of this meeting in the company's book and in our 8-K that will be filed next week. Thank you. This concludes the 2024 Annual Meeting of the company's stockholders. I declare the meeting is now adjourned. I want to thank you for attending today's meeting. We're grateful for your interest and support of DigitalBridge. I or the management will be glad to entertain any questions concerning the company generally at this time. If you'd like to submit a question, please click on the messaging icon at the top of the left side of your screen, type your question into the text box, then click the send item to the right of that text box.

We have no questions.

If there are no further questions, thank you again for attending today. Stay safe and be well, and we hope to see you next year.