Business Context and Reporting Period
This Form 8-K filing by Colony NorthStar, Inc. (not Digitalbridge Group, Inc.) reports the results of the 2018 Annual Meeting of Stockholders held on May 8, 2018. The filing details the outcomes of three proposals submitted to security holders: the election of directors, the advisory vote on executive compensation, and the ratification of the independent registered public accounting firm.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, there are no values provided for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
There are no material financial changes reported in this filing. The document solely records the successful passage of governance proposals at the annual meeting.
Outlook, Risks, and Management Commentary
Proposal 1: Election of Directors
All 10 nominees for the Board of Directors were elected. The vote counts for each nominee are as follows:
- Thomas J. Barrack, Jr.: 399,252,092 For; 13,765,768 Against
- Richard B. Saltzman: 395,159,062 For; 17,823,634 Against
- Douglas Crocker II: 400,368,694 For; 12,574,630 Against
- Nancy A. Curtin: 395,834,812 For; 17,141,666 Against
- Jon A. Fosheim: 399,862,016 For; 12,887,165 Against
- Justin E. Metz: 384,967,517 For; 27,983,204 Against
- George G. C. Parker: 400,205,553 For; 12,738,400 Against
- Charles W. Schoenherr: 386,114,500 For; 26,835,106 Against
- John A. Somers: 400,089,333 For; 12,864,947 Against
- John L. Steffens: 394,623,678 For; 18,326,202 Against
Proposal 2: Executive Compensation
Stockholders approved the compensation of named executive officers as of December 31, 2017, on an advisory basis. The vote was 315,283,339 For versus 96,524,222 Against.
Proposal 3: Ratification of Auditors
Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018. The vote was 477,380,494 For versus 7,091,372 Against.
Investor Verification Checklist
- Verify the company name is Colony NorthStar, Inc., as the metadata reference to Digitalbridge Group, Inc. is incorrect for this filing.
- Review the 2018 Definitive Proxy Statement (filed April 3, 2018) for detailed compensation data referenced in Proposal 2.
- Note the significant number of Broker Non-Votes (73,274,831) on the director elections and executive compensation proposal.
- Confirm the tenure of the newly elected directors extends until the 2019 Annual Meeting.