Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2020

WisdomTree Investments, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-10932

Delaware

13-3487784

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

245 Park Avenue

35th Floor

New York, NY 10167

(Address of principal executive offices, including zip code)

(212) 801-2080

(Registrant’s telephone number, including area code)

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

WETF

The NASDAQ Stock Market LLC

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).

Emerging growth company ☐

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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 18, 2020, the Board of Directors of WisdomTree Investments, Inc. (the “Company”) increased the annual retainer for Frank Salerno, Chairman of the Board of Directors, from $80,000 to $110,000, effective immediately.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 18, 2020, the Company held its 2020 Annual Meeting of Stockholders. A total of 126,778,336 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 81% of the total outstanding common stock. At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as described below.

The Company’s stockholders elected the following two nominees as Class III members to the Board of Directors of the Company to hold office until the 2023 annual meeting of stockholders and until their respective successors have been duly elected and qualified.


NAME	FOR		% VOTED FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
FRANK SALERNO		112,695,647		97.02		3,450,805		44,841		10,587,043
JONATHAN STEINBERG		113,134,871		97.39		3,020,336		36,086		10,587,043

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.


FOR	% VOTED FOR		AGAINST		ABSTAIN
125,001,455		98.63		1,735,031		41,850

The Company’s stockholders approved a non-binding, advisory resolution on the compensation of the Company’s named executive officers.

FOR

VOTED

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

112,780,309

97.19

3,258,073

152,911

10,587,043

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.