Board Has Right Mix of Perspectives and
Experience to Guide WisdomTree’s Successful Strategy and Continued
Strong Performance
With Industry-leading Results, Including a
Leading TSR Versus Peers Over 1-, 2-, 3- and 4-year Time Periods,
There is Zero Basis to Vote Against Any of WisdomTree’s
Directors
Send Graham Tuckwell a Message that Enough is
Enough – Vote “FOR” All Nine
Highly Qualified Director Nominees on WHITE Proxy Card
The Board of Directors of WisdomTree, Inc. (NYSE: WT), a global
financial innovator, today issued a letter urging its stockholders
to vote “FOR” all nine highly
qualified members of WisdomTree’s Board of Directors on the
WHITE proxy card at the
upcoming 2024 Annual Meeting of Stockholders on June 12, 2024.
ETFS Capital Limited is targeting three of WisdomTree’s
directors who provide critical strategic vision, skillsets and
institutional knowledge that our Board requires to effectively
guide WisdomTree’s strategy and create value for stockholders. Six
of WisdomTree’s nine directors joined the Board in the past three
years and provide fresh perspectives – including the two directors
previously nominated by ETFS Capital and elected to the Board. The
remaining three directors whom ETFS Capital is targeting provide
the right balance of board tenure and deep institutional knowledge
that effective boards need to appropriately oversee a company and
its performance. Without these three directors, the average
director tenure of our Board would be only 1.6 years, which is not
conducive to good corporate governance or company
performance.
Vote “FOR” all nine director
nominees using the WHITE proxy card,
including Anthony Bossone, Win Neuger and Jonathan Steinberg, to
ensure WisdomTree has the right mix of skillsets, expertise and
institutional knowledge to oversee the Company’s growth. Send a
message that enough is enough and repudiate ETFS Capital’s
campaign to disrupt the Company’s momentum and upward
trajectory.
Stockholders can find out more about the proxy vote at the 2024
Annual Meeting by visiting the WisdomTree investor relations
website and navigating to the page entitled “2024 Annual Meeting”:
https://ir.wisdomtree.com/2024-annual-meeting-proxy-vote.
The full text of the letter is below:
May 13, 2024
Fellow WisdomTree stockholders:
As you likely know, WisdomTree (“WisdomTree” or the “Company”)
has made extensive changes to its Board composition and corporate
governance over the past three years, including refreshing the
majority of our directors and fully declassifying the Board. We
have engaged extensively with ETFS Capital Limited and, as noted in
our two previous letters, have worked meaningfully with this
stockholder despite its several efforts to disrupt our progress,
while prioritizing the interests of all of the Company’s
stockholders. Making further changes to our Board at this time
would significantly disrupt the Company’s positive momentum and
growth trajectory.
There is no case for change at WisdomTree – and that includes
our Board of Directors. Change for the sake of change isn’t smart –
it is destructive. With industry-leading results, including leading
Total Stockholder Return (TSR) versus our U.S. publicly traded
asset manager peers1 (the “Publicly Traded Asset Manager Peer
Group”) over 1-, 2-, 3- and 4-year time periods, there is zero
basis to vote against any of
WisdomTree’s directors. Additional change now, when our Company is
delivering strong performance and creating value for its
stockholders, would serve only as a disruption and hinder the
Company’s industry-leading results and upward trajectory.
The WisdomTree Board contains a stable
balance of directors with the strategic vision, industry
experience, and institutional knowledge critical to guide the
Company’s strategy as a leading global financial innovator.
Graham Tuckwell, Chairman of ETFS Capital, is currently
campaigning against three directors – the only three directors who
have been on the WisdomTree Board for more than four years –
Anthony Bossone, Jonathan Steinberg and Win Neuger. Our Board –
including the two directors previously nominated by ETFS Capital –
unanimously agrees that these
directors bring the stability, strategic vision and institutional
knowledge critical to overseeing the Company’s strategy and
advancing the best interests of all stockholders. The participation
of these three directors on the Board provides the support the
newer Board members need to familiarize themselves with and gain
deeper insights about WisdomTree, its business and its history.
As part of his relentlessly disruptive campaign, Mr. Tuckwell
instead believes that the entire Board should be comprised of new
directors in his effort to disable the Board and force a sale of
the Company. Not only would this be value destructive for our
Company and for you, our stockholders, but his efforts to target
our longer-tenured directors this year flies in the face of good
corporate governance practices. None
of the companies in our Publicly Traded Asset Manager Peer Group
have a board of directors in which the longest tenured board member
has served less than six years – which Mr. Tuckwell proposes happen
here – demonstrating the recognized importance of institutional
knowledge as an attribute of an effective board. Several of our
peers continue to have their co-founders on their boards as well.
In fact, the average tenure of WisdomTree’s independent
directors is four years, which is lower than the majority of our
peers. Without our three longer-tenured directors, the average
director tenure of our Board would be only 1.6 years. Changing
the Board’s composition and shortening average director tenure
serves Mr. Tuckwell’s narrow interests at the expense of all
stockholders and good corporate governance.
Furthermore, the benchmarking standards for Glass Lewis, one of
the leading proxy advisory firms, note that “shareholders are best
served when boards make an effort to ensure a constituency that is
not only reasonably diverse on the basis of age, race, gender and
ethnicity, but also on the basis of geographic knowledge, industry
experience, board tenure and
culture.”2 We agree that having an entirely legacy board may be
harmful to a company and its stockholders, but so is an entirely
new board. Rather, a healthy mix of board tenure is beneficial for
a company, helping to enhance board functionality and ensuring that
newer directors have access to deep historical knowledge of the
business.
The Board refreshment we have undertaken in the past several
years also extends to Board leadership positions. In 2023, we
rotated every Board Committee Chair role, and these roles are now
held by directors appointed in the past three years. Our
longer-tenured directors provide these new Chairs with key support
in their new roles.
In short, our six new directors greatly benefit from the deep
knowledge about WisdomTree held by our three longer-standing
directors, as does the Company as a whole. Change would only
disrupt the meaningful consistency and balance that serves our
stockholders well.
Vote “FOR” Jonathan
Steinberg, WisdomTree’s CEO and founder, who is responsible
for creating and developing the Company’s proprietary index
methodology and building WisdomTree into the leading global
financial innovator it is today.
- Mr. Steinberg is a visionary leader who founded WisdomTree in
1988 and is responsible for creating and developing the Company’s
proprietary index methodology.
- He provides essential insight and guidance to our Board from a
management perspective, and with his more than 35 years of
experience, he has grown WisdomTree into a leading global financial
innovator with record assets under management of $107.2 billion as
of March 31, 2024.
- Under Mr. Steinberg’s leadership, WisdomTree has seen revenue
growth of greater than 25x, from $13 million in 1997 to $349
million in 2023, and his ongoing commitment to WisdomTree and our
mission and vision has clearly solidified our current position of
strength and potential.
- Mr. Steinberg continuously looks ahead for the next generation
of innovative financial products, such as tokenization and
blockchain-enabled finance. He is an early adopter of tokenization
and has successfully executed on WisdomTree’s early mover advantage
in digital assets. Without him, WisdomTree would neither exist, nor
be where it is today.
Vote “FOR” Anthony
Bossone, an independent director whose financial, accounting
and compliance expertise, together with his experience as an equity
trader and as an investor in WisdomTree since 2006, brings
significant skills and knowledge to the WisdomTree Board.
- Mr. Bossone has expertise in global finance, accounting and
compliance and provides the industry knowledge, experience and
technical skillset needed to evaluate WisdomTree’s business model
and strategy.
- He sits on the Board’s Audit Committee and was previously Audit
Committee Chair before we rotated Committee Chairs in 2023. He
plays an important role on this committee and contributes his
extensive audit, accounting, reporting and regulatory compliance
expertise. He also supports and provides institutional knowledge to
the new Audit Chair, Lynn S. Blake, who joined the Board in 2022
and was appointed as Audit Chair in 2023.
- Outside of WisdomTree, he directs and oversees Atlantic-Pacific
Capital’s global financial accounting, reporting and regulatory
compliance functions as its Chief Financial Officer and Chief
Compliance Officer, which is directly relevant to WisdomTree as we
navigate the regulatory landscape across our business.
Vote “FOR” Win
Neuger, an independent director and consultant, as well as
Independent Board Chair, with extensive experience in the asset
management industry, an in-depth understanding of WisdomTree’s
business model and an individual stockholder perspective.
- Mr. Neuger has decades of experience in senior management
positions in the asset management industry. No other Board member,
apart from Mr. Steinberg, has as many years of experience
navigating every critical moment across our industry – from high
and low economic cycles to understanding each new trend that has
shaped the financial services industry to where it is today.
- He holds a deep understanding of WisdomTree’s business model
and strategy and expertise in ETFs, accounting and financial
reporting.
- Outside of WisdomTree, he previously led the management of
AIG’s global investment portfolio with $753 billion in assets.
In 2023, the Board unanimously appointed Mr. Neuger as Chair of
the Board, based on his extensive experience in the asset
management industry and with WisdomTree, its business, its people
and its history, as well as his tenure on the Board. In our
Publicly Traded Asset Manager Peer Group, the average tenure of a
director serving as board Chair is more than 10 years,
demonstrating that it is commonplace for a Board to be led by a
longer-serving director. During his tenure as a longer-serving
director, Mr. Neuger has been instrumental in facilitating the
Board’s significant refreshment over the past three years by adding
six valuable new directors on the Board, all of whom sit on Board
committees and three of whom serve in key leadership positions as
Committee Chairs.
It is critical that stockholders vote
“FOR” all nine of WisdomTree’s
directors, including its longer-tenured directors, Anthony Bossone,
Win Neuger and Jonathan Steinberg, to ensure the WisdomTree Board
maintains the right mix of skillsets, expertise and institutional
knowledge.
In summary, the current composition of WisdomTree’s Board is
optimal. The facts speak for themselves:
- Six of our nine directors were appointed since
2021.
- 100% of our directors who joined the Board since 2021
are diverse.
- 67% of our directors are women.
- 100% of our directors other than our CEO are
independent.
- Four years average tenure of our current independent
directors.
- Four of our directors, including our three
longer-standing directors, have extensive ETF experience.
- Three of our new directors have experience in the
digital assets industry.
- Three of our directors have valuable institutional
knowledge of WisdomTree.
- Two of our new directors were originally proposed by
ETFS Capital.
Under the leadership of our nine current directors, including
our three seasoned directors, WisdomTree has achieved best-in-class
organic growth among its peers and is well-positioned to continue
executing our current strategy. Mr. Tuckwell’s misguided campaign
will only serve to disrupt this strong momentum.
Together, our nine current directors ensure that we have the
best possible expertise and experience to oversee the Company’s
strategy and advance the best interests of the Company and all our
stockholders. Vote “FOR” our
directors on the WHITE proxy card to
show that enough is enough.
Sincerely, WisdomTree Board of Directors
Win Neuger Independent Chair of the Board
YOUR
VOTE IS IMPORTANT!
PLEASE VOTE THE WHITE PROXY CARD TODAY “FOR” ALL WISDOMTREE NOMINEES!
Remember, you can vote your
shares via the Internet. Please follow the easy instructions on the
enclosed WHITE proxy card.
If you have any questions or need
assistance in voting your shares on the WHITE proxy card, please contact our proxy
solicitor:
Innisfree M&A
Incorporated
Stockholders and All Others Call
Toll Free: (877) 750-5836
Banks and Brokers Call: (212)
750-5833
Advisors
BofA Securities is serving as financial advisor, and Paul
Hastings and Goodwin Procter are serving as legal counsel to
WisdomTree. Innisfree M&A is serving as proxy solicitor, and
H/Advisors Abernathy is serving as strategic communications
advisor.
About WisdomTree
WisdomTree is a global financial innovator, offering a
well-diversified suite of exchange-traded products (ETPs), models,
solutions and products leveraging blockchain technology. We empower
investors and consumers to shape their future and support financial
professionals to better serve their clients and grow their
businesses. WisdomTree is leveraging the latest financial
infrastructure to create products that provide access, transparency
and an enhanced user experience. Building on our heritage of
innovation, we are also developing and have launched
next-generation digital products, services and structures,
including digital or blockchain-enabled mutual funds and tokenized
assets, as well as our blockchain-native digital wallet, WisdomTree
Prime®.*
*The WisdomTree Prime digital wallet and digital asset services
are made available through WisdomTree Digital Movement, Inc. (NMLS
ID: 2372500) and WisdomTree Digital Trust Company, LLC, in select
U.S. jurisdictions and may be limited where prohibited by law.
WisdomTree Digital Trust Company, LLC is chartered as a limited
purpose trust company by the New York State Department of Financial
Services to engage in virtual currency business. Visit
https://www.wisdomtreeprime.com or the WisdomTree Prime mobile app
for more information.
WisdomTree currently has approximately $108.3 billion in assets
under management globally.
For more information about WisdomTree and WisdomTree Prime®,
visit: https://www.wisdomtree.com.
Please visit us on X, formerly known as Twitter, at
@WisdomTreeNews.
WisdomTree® is the marketing name for WisdomTree, Inc. and its
subsidiaries worldwide.
Cautionary Statement Regarding Forward-Looking
Statements
Any statements contained in this letter that do not describe
historical facts may constitute forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements are identified by use of the words
“anticipates,” “believes,” “estimates,” “expects,” “intends,”
“plans,” “predicts,” “projects,” “should,” “views,” and similar
expressions. Any forward-looking statements contained herein are
based on current expectations, but are subject to risks and
uncertainties that could cause actual results to differ materially
from those indicated, including, but not limited to, the impact and
contributions of the slate of director nominees WisdomTree has
nominated, and WisdomTree’s ability to achieve its financial and
business plans, goals and objectives and drive stockholder value,
including with respect to its ability to successfully implement its
strategy relating to WisdomTree Prime®, and other risk factors
discussed from time to time in WisdomTree’s filings with the SEC,
including those factors discussed under the caption “Risk Factors”
in its most recent annual report on Form 10-K, filed with the SEC
on February 23, 2024, and in subsequent reports filed with or
furnished to the SEC. WisdomTree assumes no obligation and does not
intend to update these forward-looking statements, except as
required by law, to reflect events or circumstances occurring after
today’s date.
Important Information Regarding the 2024 Annual Meeting and
Where to Find It
The Company has filed with the SEC a definitive proxy statement
on Schedule 14A (the “Proxy Statement”), containing a form of
WHITE proxy card, in connection
with the solicitation of proxies for the 2024 Annual Meeting and,
beginning on April 29, 2024, mailed the Proxy Statement and other
relevant documents to its stockholders as of the April 19, 2024
record date for the 2024 Annual Meeting. This communication is not
a substitute for any proxy statement or other document that the
Company has filed or may file with the SEC in connection with any
solicitation by the Company. THE COMPANY’S STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD FILED BY THE
COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. The Company’s stockholders may
obtain copies of these documents and other documents filed with the
SEC by the Company free of charge through the website maintained by
the SEC at www.sec.gov. Copies of the documents filed by the
Company are also available free of charge by accessing the
Company’s website at https://ir.wisdomtree.com/.
Certain Information Regarding Participants in the
Solicitation
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in connection with
the solicitation of proxies from the Company’s stockholders in
connection with the matters to be considered at the 2024 Annual
Meeting. Information regarding the direct and indirect interests,
by security holdings or otherwise, of the Company’s directors and
executive officers in the Company is included in the Proxy
Statement under the heading “Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters”,
which was filed with the SEC on April 29, 2024 and can be found
through the SEC’s website. To the extent holdings of the Company’s
securities by such potential participants (or the identity of such
participants) have changed since the information printed in the
Proxy Statement, such information has been or will be reflected in
Statements of Change in Ownership on Forms 3 and 4 filed with the
SEC. These documents are or will be available free of charge at the
SEC’s website at www.sec.gov.
Category: Business Update
___________________________ 1 U.S. publicly traded asset manager
peer group includes the following 12 companies: AB; AMG; APAM; BEN;
BLK; BSIG; FHI; IVZ; JHG; TROW; VCTR; VRTS. 2 Glass Lewis 2024
Benchmark Policy Guidelines, page 26.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240513907554/en/
Investor Relations WisdomTree, Inc. Jeremy Campbell
+1.917.267.3859 Jeremy.campbell@wisdomtree.com
Media Relations WisdomTree, Inc. Jessica Zaloom +1.917.267.3735
jzaloom@wisdomtree.com
H/Advisors Abernathy Tom Johnson / Dana Gorman
tom.johnson@h-advisors.global / dana.gorman@h-advisors.global
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