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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27,
2022
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DIGITALBRIDGE GROUP, INC. |
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(Exact Name of Registrant as Specified in Its Charter) |
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Maryland |
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001-37980 |
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46-4591526 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices, Including Zip
Code)
(561) 544-7475
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act: |
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Title of Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Class A Common Stock, $0.01 par value |
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DBRG |
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New York Stock Exchange |
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Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par
value |
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DBRG.PRH |
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New York Stock Exchange |
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Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par
value |
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DBRG.PRI |
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New York Stock Exchange |
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Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par
value |
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DBRG.PRJ |
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New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. |
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 5.02 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On September 27, 2022, DigitalBridge Group, Inc. (the “Company”)
and Jacky Wu, Executive Vice President, Chief Financial Officer and
Treasurer of the Company, entered into an Amended and Restated
Employment Agreement (the “Agreement”). The Agreement provides for
Mr. Wu’s term of employment to conclude on December 31,
2023.
The Agreement provides that if a successor chief financial officer
of the Company is not satisfactorily established by December 31,
2023, the board of directors of the Company (the “Board”) may
request that Mr. Wu’s last day of employment be extended, with any
such extension being subject to the consent of Mr. Wu (such end
date, as may be extended as described above, or accelerated by the
Board, as described below, the “Expiration Date”).
Except as described herein, the material terms of Mr. Wu’s prior
employment agreement, including Mr. Wu’s annual base salary, target
bonus amount and target value of annual equity-based awards (the
“Target LTIP Award”), remain unchanged. The description of Mr. Wu’s
prior employment agreement under the heading “Employment Agreements
with Other Named Executive Officers” in the Company’s
proxy statement, dated March 30, 2022
is hereby incorporated by reference herein.
The Agreement provides that if Mr. Wu’s employment is terminated by
reason of expiration of the employment term on the Expiration Date
and Mr. Wu executes a release of claims, he will be eligible to
receive: (i) a lump sum cash payment equal to $3,100,000, (ii) to
the extent unpaid, the target bonus amount in respect of the 2023
calendar year, (iii) to the extent not issued, the issuance of the
Target LTIP Award in respect of the 2023 calendar year, (iv) full
vesting of certain fund incentives that are outstanding and
unvested, and (v) all equity or equity-based awards relating to the
securities of the Company issued to Mr. Wu that are outstanding and
unvested, whether subject to time-based vesting or
performance-based vesting, will remain outstanding and,
notwithstanding the expiration of the employment term, will
continue to vest based on the then existing vesting schedule (and,
in the case of performance-based awards, based on the level of
actual achievement of such performance goals or metrics)
(collectively, the “Expiration Date Items”).
Mr. Wu’s non-compete and non-solicitation obligations will continue
for one year after the Expiration Date.
If Mr. Wu departs prior to the Expiration Date or is terminated for
Cause (as defined in the Agreement), Mr. Wu will not receive the
Expiration Date Items.
In the event of termination due to death or disability prior to the
Expiration Date, Mr. Wu will receive (i) a cash payment equal to a
pro rata portion of the $3,100,000, (ii) the target annual bonus
for 2022 if such termination occurs on or after January 1, 2023 and
prior to the payment of the annual bonus for 2022, (iii) a
pro-rated target bonus for the year of termination, (iv) the Target
LTIP Award for 2022 if such termination occurs on or after January
1, 2023 and prior to issuance of the LTIP Award for 2022, (v) a
pro-rated LTIP Award for the year of termination, and (vi) full
vesting of all equity-based awards of the company, carried
interests and other like compensation that such executive holds, to
the extent unvested upon such termination.
The Agreement also provides that the Board may change the
Expiration Date to a date that is earlier than December 31,
2023.
At such time, the employment term will end,
and after Mr. Wu executes a release of claims, he will be eligible
to receive the Expiration Date Items with the following
modifications: (i) to the extent unpaid, payment of the target
bonus amount in respect of the 2022 calendar year, (ii) to the
extent not issued, issuance of the Target LTIP Award in respect of
the 2022 calendar year, (iii) certain fund incentives will vest as
if Mr. Wu had remained employed through December 31, 2023, and (iv)
Mr. Wu will receive an amount equal to the base salary that would
have been paid to executive from the Expiration Date through
December 31, 2023.
Cautionary Statement Regarding Forward-Looking
Statements
This release may contain forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements
relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases,
you can identify forward-looking statements by the use of
forward-looking terminology such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” or “potential” or the negative of these
words and phrases or similar words or phrases which are predictions
of or indicate future events or trends and which do not relate
solely to historical matters. Forward-looking statements involve
known and unknown risks, uncertainties, assumptions and
contingencies, many of which are beyond our control, and may cause
actual results to differ significantly from those expressed in any
forward-looking statement. Factors that might cause such a
difference include, without limitation, whether the Company will
find a suitable successor to serve as the Company’s chief financial
officer in the anticipated timeframe, and other risks and
uncertainties, including those detailed in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021, Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2022 and June
30, 2022, and its other reports filed from time to time with the
U.S. Securities and Exchange Commission (“SEC”). All
forward-looking statements reflect the Company’s good faith
beliefs, assumptions and expectations, but they are not guarantees
of future performance. The Company cautions investors not to unduly
rely on any forward-looking statements. The forward-looking
statements speak only as of the date of this current report. The
Company is under no duty to update any of these forward-looking
statements after the date of this release, nor to conform prior
statements to actual results or revised expectations, and the
Company does not intend to do so.
Item 9.01. Financial Statements and
Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
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October 3, 2022 |
DIGITALBRIDGE GROUP, INC.
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By: |
/s/ Jacky Wu
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Jacky Wu |
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Executive Vice President and Chief Financial Officer |
DigitalBridge (NYSE:DBRG-G)
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DigitalBridge (NYSE:DBRG-G)
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