8-K
false 0000880631 0000880631 2022-09-15 2022-09-15

 

 

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): September 15, 2022

 

 

WisdomTree Investments, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-10932   13-3487784

(State or other jurisdiction

of incorporation)

 

Commission

File Number:

 

(IRS Employer

Identification No.)

 

250 West 34th Street

3rd Floor

New York, NY 10119

(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

Appointment of Daniela Mielke as a Class II Director

On September 15, 2022, the Board of Directors (the “Board”) of WisdomTree Investments, Inc. (the “Company”) appointed Daniela Mielke to serve as a Class II member of the Board, effective September 21, 2022, to fill the vacancy resulting from Susan Cosgrove’s resignation, with an initial term expiring at the Company’s 2023 annual meeting of stockholders. The Board has determined that Ms. Mielke qualifies as an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

Ms. Mielke will receive cash and equity compensation as provided under the Company’s Non-Employee Director Compensation Program. Pursuant to this program, upon appointment to the Board, Ms. Mielke will receive deferred restricted stock units with a value of $81,369 under the Company’s 2022 Equity Plan, which number of units will be determined based on the closing price of the Company’s common stock at the close of business on the effective date of her appointment, and will vest on the first anniversary of such date. The Company has entered into its standard director indemnification agreement with Ms. Mielke.

There are currently no arrangements or understandings between Ms. Mielke and any other person pursuant to which Ms. Mielke was appointed to serve as a member of the Board. The Company is not aware of any transaction involving Ms. Mielke requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Mielke has not yet been appointed to any standing committees of the Board. The Company will file an amendment to this Form 8-K to disclose any such appointments after they are made.

Ms. Mielke, 57, is Managing Partner of Commerce Technology Advisors, LLC, a privately held firm which she founded in April 2016, and which provides consulting services to technology, financial services and private equity companies on organic and inorganic growth strategies including building payment businesses and using artificial intelligence. From February 2018 to December 2020, she served as the Chief Executive Officer, North America of RS2 Inc., one of the leading providers of payment processing services in Europe and Asia Pacific. From September 2013 to April 2016, Ms. Mielke was Chief Strategy and Product Officer at Vantiv, Inc., which was at the time the largest merchant acquirer in the United States. From May 2010 to September 2013, she was VP, Head of Global Strategy and Market Intelligence for PayPal Inc. Ms. Mielke co-founded a-connect in 2001, a consulting firm which provides financial services and other consulting services, and rejoined in 2007 until 2009 to establish and direct new operations for the West Coast and lead its global marketing function. From 2002 to 2007, Ms. Mielke served as VP of Product and SVP of Strategy and Market Intelligence at Visa International. From 1998 to 2002, Ms. Mielke was an Engagement Manager for McKinsey & Company, a worldwide management consulting firm. She currently serves on the board of directors of FTAC Athena Acquisition Corp. (NASDAQ: FTAA), a SPAC, since February 2021, and Nuvei Corporation (TSX: NVEI and NVEI.U), a global payment technology provider, since August 2020. She also has been a director of The Bancorp, Inc. (NASDAQ: TBBK), a bank holding company, and its subsidiary bank, The Bancorp Bank, since August 2019. Ms. Mielke also currently serves on the board of directors of FINCA International, a global NGO dedicated to alleviating poverty. Ms. Mielke received her bachelor’s degree in Hotel and Restaurant Management from the École hôtelière de Lausanne, an M.B.A. in International Management from the IMD Business School and an M.S. in Economics from the University of Fribourg.

A copy of the press release containing information about Ms. Mielke’s appointment is being furnished as Exhibit 99.1 to this Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit 99.1    Press Release, dated September 21, 2022
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


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.

 

    WisdomTree Investments, Inc.
Date: September 21, 2022     By:  

/s/ Marci Frankenthaler

      Marci Frankenthaler
      Chief Legal Officer and Secretary

 

3

EX-99.1

Exhibit 99.1

 

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WisdomTree Board Unanimously Appoints Daniela Mielke to Board of Directors

Mielke brings to WisdomTree Board decades of experience helping payments and fintech leaders capitalize on digital disruption

NEW YORK, September 21, 2022 (GLOBE NEWSWIRE) – WisdomTree Investments, Inc. (NASDAQ: WETF), an exchange-traded fund (“ETF”) and exchange-traded product (“ETP”) sponsor and asset manager, today announced that Daniela Mielke, a seasoned executive with more than 20 years of experience growing financial services, payments and fintech companies, has been appointed to WisdomTree’s Board of Directors. The appointment follows the resignation of Susan Cosgrove, who served on the Board since 2019 and as a member of the Audit Committee and Nominating and Governance Committee.

Frank Salerno, WisdomTree Chair of the Board, said, “Daniela’s expertise comes from driving growth strategies for some of the largest payments players that exist today, including PayPal and Visa. Her work has helped companies navigate and thrive in industry evolution and disruption, and the Board unanimously agrees that she is a great fit to help us strategically expand our business. I also want to thank Susan for her contributions to the Board and wish her continued success in the future.”

Jonathan Steinberg, WisdomTree CEO, said, “We are thrilled to have Daniela join the WisdomTree Board. This is a particularly exciting time for WisdomTree as we expand into saving, investing and payments in tokenized assets with the launch of our digital wallet, WisdomTree Prime. Daniela’s leadership history in payments and fintech is extremely valuable to the firm as the industry sits on the precipice of a digital transformation.”

“What drew me to WisdomTree was the firm’s dedication to improving the consumer experience. The business is naturally extending into areas including digital assets and payments to complement its already robust track record as the world’s largest independent ETF sponsor,” said Ms. Mielke. “WisdomTree is equipped to make its mark on the digital transformation we are seeing across financial services through blockchain enabled financial services. I am excited to be joining its Board of Directors to help capitalize on the opportunities ahead.”

About Daniela Mielke

Ms. Mielke is an experienced independent director and executive with deep and broad experience across important sectors for WisdomTree. As PayPal Inc.’s VP, Head of Global Strategy and Market Intelligence from 2010 to 2013, Ms. Mielke led PayPal’s growth strategy during a time of major digital disruption in the payments industry. She also played a key role in Visa International’s IPO, the largest IPO in U.S. history at the time, serving as Visa’s VP of Product and SVP of Strategy and Market Intelligence from 2002 to 2007. Most recently, from


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2018 to 2020, she served as the North American CEO for RS2 Inc., leading the regional growth of the company’s payment processing software that is used by major banks, payment service providers and other financial institutions worldwide. From 2013 to 2016, Ms. Mielke was the Chief Strategy and Product Officer of Vantiv, Inc., where she developed a strategy that resulted in major acquisitions, and in 2001 founded a-connect, a firm which provides Fortune 1000 companies and private equity firms with top-notch independent consultants.

Ms. Mielke serves on the board of directors of Nuvei Corporation and The Bancorp, Inc., as well as FINCA International, a global NGO dedicated to alleviating poverty. She received her bachelor’s degree in Hotel and Restaurant Management from the École hôtelière de Lausanne, an M.B.A. in International Management from the IMD Business School and an M.S. in Economics from the University of Fribourg.

More information on WisdomTree’s Board of Directors can be found here.

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 $74 billion in assets under management globally.

WisdomTree® is the marketing name for WisdomTree Investments, Inc. and its subsidiaries worldwide.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about WisdomTree’s ability to successfully implement its digital assets strategy, including WisdomTree Prime, and achieve its objectives. These forward-looking statements are based on WisdomTree’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside WisdomTree’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements included in this release speak only as of the date of this release. WisdomTree does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release except as may be required by the federal securities laws.


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Contact Information

Media Relations

WisdomTree Investments, Inc.

Jessica Zaloom

+1.917.267.3735

jzaloom@wisdomtree.com / wisdomtree@fullyvested.com

Investor Relations

WisdomTree Investments, Inc.

Jeremy Campbell

+1. 646.522.2602

Jeremy.campbell@wisdomtree.com