WisdomTree Investments, Inc. (“WisdomTree” or the “Company”)
(NASDAQ: WETF), an exchange-traded fund (“ETF”) and exchange-traded
product (“ETP”) sponsor and asset manager, today announced that it
has entered into a cooperation agreement with stockholders ETFS
Capital Limited (“ETFSC”) and Lion Point Capital, LP (“Lion Point”)
to further enhance the composition of the Company’s Board of
Directors (the “Board”) and corporate governance.
Pursuant to the cooperation agreement and consistent with the
Company’s ongoing process of Board refreshment, the size of the
Board will be increased to nine members, and two new independent
directors, Lynn S. Blake and Deborah A. Fuhr, will be appointed to
the Board, effective immediately. After conducting further
interviews with Ms. Fuhr and gaining a better understanding of her
other commitments, the Board is now satisfied that they do not
prevent her from serving as a WisdomTree director. Ms. Blake will
join the Compensation Committee, and Ms. Fuhr will join the
Nominating and Governance Committee of the Board.
The two new directors also will join a newly formed four-member
Operations and Strategy Committee. This committee will help to
evaluate operational improvement opportunities and Company
strategy. Smita Conjeevaram, an independent director, will serve as
Chair of the Operations and Strategy Committee, and independent
director Anthony Bossone will also serve on the committee.
Additionally, the Company has determined to seek stockholder
approval at its upcoming 2022 Annual Meeting of Stockholders (“2022
Annual Meeting”) to declassify the Board. If stockholder approval
is obtained, the Board will begin the declassification process at
the 2022 Annual Meeting and will be de‐classified fully in 2024.
Pursuant to the cooperation agreement, the Company also announced
that it will terminate the stockholder rights plan adopted in March
2022, effective June 2, 2022.
The Company also announced that, separate from this cooperation
agreement, independent director Harold Singleton III will join the
WisdomTree Audit Committee, effective immediately.
Frank Salerno, WisdomTree Chair of the Board,
stated: “Our cooperation agreement with ETFSC and Lion Point is a
positive outcome for all stockholders, and will help ensure that
WisdomTree continues to build on the strong performance
demonstrated by our recently announced Q1 and YTD results. It is my
pleasure to welcome both Lynn and Deborah to the Board. I know we
will benefit from their independent perspectives and their years of
experience in the ETF industry. We look forward to working closely
together with our two new directors, with the goal of maximizing
long-term value for all our stockholders. Our Board will now have
added a total of five new directors in the past three years, and
more than half our directors will be diverse. I remain confident in
WisdomTree’s future and that we have the right Board to guide us
there.”
Graham Tuckwell, Chairman of ETFSC, said: “As
WisdomTree’s largest individual stockholder, I have a great
interest in the Company’s success and am fully committed to seeing
that happen. I am pleased that the Company has agreed to add two
highly experienced ETF industry directors to the Board and formed a
new committee to evaluate operational improvement opportunities and
Company strategy. I am also pleased that the Board will be
declassified and no longer be entrenched. My hope and expectation
is that the changes announced today will be the start of the
process of improvement which we believe is needed.”
Cristiano Amoruso, Partner at Lion Point,
commented: “WisdomTree is a highly valuable ETF franchise and the
changes announced today have the potential to harness its value
creation potential. We believe WisdomTree’s operational performance
and strategic direction will benefit from the combination of
stockholders’ input, enhanced corporate governance practices, and
the addition to the Board of highly qualified directors with ETF
experience. We look forward to following the Company’s progress on
both fronts over the coming months.”
ETFSC is the largest stockholder in WisdomTree, owning
approximately 18.6% of the Company’s voting and non-voting common
stock and preferred shares combined, and Lion Point is one of
WisdomTree’s top stockholders owning approximately 3.1% of the
voting shares. Under the terms of the cooperation agreement, ETFSC
and Lion Point have agreed to withdraw their slate of nominees and
vote their shares in favor of all the Board’s nominees and support
all Board recommended proposals at the 2022 Annual Meeting, subject
to certain limited exceptions. ETFSC and Lion Point also have
agreed to abide by customary standstill provisions and voting
commitments.
The cooperation agreement among WisdomTree, ETFSC and Lion
Point, including details about the standstill and voting
provisions, the termination of the stockholder rights plan, and how
Ms. Fuhr’s outside interests will be managed, will be filed with
the Securities and Exchange Commission (“SEC”) on a Form 8-K.
About Lynn S. Blake
Lynn S. Blake is a former Chief Investment Officer who retired
in September 2021 from State Street Global Advisors (“SSGA”), the
investment management division of State Street Corporation, one of
the world’s largest asset managers. As Chief Investment Officer of
SSGA, Lynn was responsible for $2.5 trillion in assets under
management and a P&L with over $1 billion in revenues. She
served as a director of the SSGA Trust Company, the governing board
for SSGA from 2018 to 2021. From 2011 to 2021, she served as the
Executive Vice President and Chief Investment Officer of Equity
Indexing, Smart Beta and ESG strategies at SSGA. In addition to
heading ESG research and ESG data, Ms. Blake also had oversight and
management of SSGA Asset Stewardship activities, giving her a
perspective on critical proxy voting issues for shareholders.
Previously, she served as the head of Non-US Equity Indexing of
SSGA from 1999 to 2010. She also worked as a senior Portfolio
Manager at SSGA from 1990 to August 1999.
About Deborah A. Fuhr
Deborah A. Fuhr has been the managing partner of ETFGI, a
leading independent research, event and consultancy firm in the
global ETF and Exchange Traded Products (ETP) industries since she
founded the firm in 2012. She has been an editorial director,
producer, and presenter at ETF TV, a show which provides monthly
insights into the ETF and ETP markets since she co-founded the show
in June 2019. Ms. Fuhr also served as vice chair of the Nasdaq
Listing and Hearing Review Council from 2017 until 2019, and as a
member on the Nasdaq listing and hearings Council from 2014 to
2017. Ms. Fuhr has served as an independent trustee of the
Renaissance Capital Greenwich Funds, an ETF series, since July
2021, and the SYNTAX ETF TRUST, an ETF series, since March 2018.
Ms. Fuhr was the Global Head of ETF Research and Implementation
Strategy team at BlackRock, Inc. from 2008 to 2011. Previously, she
was a managing director and headed the Investment Strategies Group
at Morgan Stanley. She also has served as a Board member and Vice
President for Women in ETFs, the first women’s group for the ETF
industry, since she helped found the non-profit organization in
2014. She is a Board member and Co-President of Women in ETFs
EMEA. She has won numerous awards in the financial industry,
including the ETF.com 2018 lifetime achievement award, 100 Women in
Finance’s 2017 European Industry Leadership Award, “100 Most
Influential Women in Finance” by Financial News over several years,
most recently in 2016 and the 2014 William F. Sharpe Lifetime
Achievement Award for outstanding and lasting contributions to the
field of index investing, among others.
Advisors
BofA Securities is serving as financial advisor to WisdomTree,
Goodwin Procter LLP is serving as its legal counsel, Innisfree
M&A is serving as its proxy solicitor and Abernathy MacGregor
is serving as its strategic communications advisor. Olshan Frome
Wolosky LLP is serving as legal counsel to ETFSC and Lion
Point.
About WisdomTree
WisdomTree Investments, Inc., through its subsidiaries in the
U.S. and Europe (collectively, “WisdomTree”), is an ETF and ETP
sponsor and asset manager headquartered in New York. WisdomTree
offers products covering equity, commodity, fixed income, leveraged
and inverse, currency, cryptocurrency and alternative strategies.
WisdomTree currently has approximately $77 billion in assets under
management globally.
WisdomTree® is the marketing name for WisdomTree Investments,
Inc. and its subsidiaries worldwide.
About ETFSC
ETFS Capital Limited, formerly known as ETF Securities Limited,
was founded by Graham Tuckwell in 2004 and by 2012 he and his team
had built one of the most successful ETP businesses in Europe. That
business was sold to WisdomTree for more than $500 million in 2018,
comprising cash and shares in WisdomTree. In 2018, ETFS Capital
also sold its Irish ETF business to Legal and General Investment
Management and its US ETF business to Aberdeen Standard. ETFS
Capital continues to operate ETF Securities Australia with AUM in
excess of A$4.6bn. ETFSC is now a London based strategic investment
company focused on growth opportunities across the ETF ecosystem.
It engages in a hands-on approach, as a partner to management teams
and boards bringing its unparalleled industry specific expertise
for the benefit of those companies.
About Lion Point
Lion Point Capital, LP is a global investment firm that seeks to
invest in equity and debt securities of undervalued public and
private companies. Its partners have extensive experience and a
successful track record of uncovering and unlocking value through
rigorous fundamental analysis and thoughtful actions, encompassing
strategic changes, operational efficiency improvements and
governance enhancements.
Cautionary Statement Regarding Forward-Looking
Statements
Any statements contained in this press release 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,” 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 those factors discussed under the caption
“Risk Factors” in WisdomTree’s most recent annual report on Form
10-K, filed with the SEC on February 25, 2022, as amended on April
29, 2022, 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 Additional Information and Where to Find
It
WisdomTree intends to file a proxy statement on Schedule 14A and
other relevant documents with the SEC in connection with
WisdomTree’s 2022 Annual Meeting. WISDOMTREE STOCKHOLDERS
ARE STRONGLY ENCOURAGED TO READ WISDOMTREE’S DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain a copy
of the definitive proxy statement, any amendments or supplements to
the definitive proxy statement and other documents that WisdomTree
files with the SEC at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the “SEC
Filings” subsection of the “Financial Information” section of
WisdomTree’s Investor Relations website at
http://ir.wisdomtree.com/ or by contacting Jeremy Campbell,
Director of Investor Relations, at jeremy.campbell@wisdomtree.com,
as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.
Contact Information
WisdomTree: |
Investor RelationsWisdomTree Investments, Inc.Jeremy
Campbell+1.646.522.2602jeremy.campbell@wisdomtree.comorInnisfree
M&A IncorporatedScott Winter / Jonathan
Salzberger+1.212.750.5833swinter@innisfreema.com /
jsalzberger@innisfreema.comorMedia RelationsWisdomTree Investments,
Inc.Jessica Zaloom+1.917.267.3735jzaloom@wisdomtree.comorAbernathy
MacGregorCarina Davidson / Dana Gorman+1.212.371.5999ccd@abmac.com
/ dtg@abmac.com |
|
ETFSC: |
Martyn James+44.207.509.0674info@etfscapital.com |
|
Lion Point: |
Cristiano Amoruso+1.212.356.6200info@lionpoint.com |
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