Hello, and welcome to the DigitalBridge Group Incorporated Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing your message, then clicking the send icon to the right of the message box. The meeting is about to begin.
Good morning, ladies and gentlemen. I'm Nancy A. Curtin, Chairperson of the Board of DigitalBridge Group. It's my pleasure to welcome you and to call to order our 2025 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. Should you wish to submit a question during the meeting, 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 icon at the right of that text box.
Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting. Introduction of directors and officers who are present. Before proceeding further, I'd like to introduce the company's other directors and certain officers who are present at the meeting. James Keith Brown, Jeanie Diefenhofer, Marc C. Ganzi, CEO of the company, Gregory J. McCrae, Shaka Rasheed , Dale N. Reese, Ian Shapiro, David M. Tolly, Ben Jenkins, President and Chief Investment Officer, Thomas Mayrhofer, Chief Financial Officer, Liam Stewart, Chief Operating Officer, Geoffrey Goldschein Chief Legal Officer and Secretary, and Severin White, Head of Public Investor Relations. Procedural matters will now move to the notice of the meeting.
We've received an affidavit from our proxy solicitation agent certifying to the mailing of notice of this meeting commencing on April 17, 2025, to stockholders of record at the close of business on the record date April 7, 2025. We're in the company furnished to such stockholders a proxy statement, annual report for the period ended December 31, 2024, 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 American Stock Transfer and 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 this meeting. As of the record date, there were 176,129,352 shares of our Class A common stock and 149,571 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 nine individuals to serve as members of the Board of Directors of the company for one-year terms until the 2026 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: myself, Nancy A. Curtin, James Keith Brown, Jeanie Diefenhofer, Marc C. Ganzi, Gregory J. McCrae, Shaka Rasheed, Dale N. Reese, Ian Shapiro, and David M. Tolley. I therefore declare that nominations for directors are closed.
The proposal to elect nine nominees is described in detail in the company's proxy statement distributed in connection with this meeting, and the following resolution is thus deemed duly presented at the meeting.
Resolved that the stockholders of the company hereby vote to elect each of the nine nominees identified in the proxy to serve until the 2026 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 non-binding 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 this meeting. The following resolution is deemed duly presented at the meeting.
Resolved. 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 ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2025, which is described in detail in the company's proxy statement distributed in connection with the 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 the meeting. The following resolution is deemed duly presented at the meeting.
Resolved that 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, 2025.
The polls are now open for voting on these proposals via the proxy voting site 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. Should you wish to submit a question, please click on the messaging icon at the top left of your screen. Type your question into the text box and then click the send icon at the right of that text box. Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting.
There are no questions.
If there are no questions, we will proceed with the meeting. If you've already voted your shares and do 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've previously voted by proxy, submission of a new vote will revoke your prior proxy. I will now 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 counts indicate that proposals one, two, and three have been approved by the necessary votes. Therefore, the resolutions for such proposals have been duly adopted. The report of the Inspectors of Elections, which contains the final vote totals, will be filed with the minutes of the meeting in the company's minute book and in our 8-K that will be filed next week.
Thank you. This concludes the 2025 annual meeting of the company stockholders. I declare this meeting 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 team 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 icon at the right of that text box.
There are no questions.
If there are no questions, thank you again for attending. Stay safe and well, and we hope to see you again next year.