UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2025, Bridge Investment Group Holdings Inc., a Delaware corporation (“Bridge”), held a special meeting (the “Special Meeting”) of stockholders, at which its stockholders voted on the two proposals set forth below. The proposals are described in further detail in Bridge’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 14, 2025. The voting results regarding each proposal are set forth below.
As of the close of business on May 2, 2025, the record date of the Special Meeting (the “Record Date”), there were 44,632,220 shares of Bridge Class A common stock, par value $0.01 per share, outstanding (“Bridge Class A Common Stock”) and 79,142,364 shares of Bridge Class B common stock, par value $0.01 per share, outstanding (“Bridge Class B Common Stock,” together with Bridge Class A Common Stock, “Bridge Common Stock”). At the Special Meeting, holders of the shares of Bridge Class A Common Stock were entitled to one vote per share held as of the close of business on the Record Date, and holders of the shares of Bridge Class B Common Stock were entitled to ten votes per share held as of the close of business on the Record Date. At the Special Meeting, the holders of (i) 28,996,857 shares of Bridge Class A Common Stock and (ii) 71,727,669 shares of Bridge Class B Common Stock, were present in person or represented by proxy, representing approximately 89.26% of the voting power of the outstanding shares of Bridge Common Stock entitled to vote at the Special Meeting, constituting a quorum to conduct business. At the Special Meeting, Bridge’s stockholders considered and voted on the following matters:
Proposal No. 1: A proposal to adopt the Agreement and Plan of Merger, dated as of February 23, 2025, by and among Bridge, Bridge Investment Group Holdings LLC (“Bridge LLC”), Apollo Global Management, Inc. (“Apollo”), Aspen PubCo Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Apollo, Aspen Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Apollo and, solely for purposes of Section 6.16 thereof, Adam O’Farrell as representative of Bridge LLC (as it may be amended from time to time, the “Merger Agreement”), and the transactions contemplated thereby (the “Merger Proposal”).
The Merger Proposal was approved by the requisite vote of Bridge’s stockholders.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 746,161,161 | 110,642 | 1,744 | — |
Proposal No. 2: A proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “Adjournment Proposal”).
The Adjournment Proposal was approved by the requisite vote of Bridge’s stockholders.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 745,367,628 | 68,423 | 837,496 | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIDGE INVESTMENT GROUP HOLDINGS INC. | ||
| By: | /s/ Jonathan Slager | |
| Name: | Jonathan Slager | |
| Title: | Chief Executive Officer | |
Date: June 18, 2025