On April 12, 2023, WisdomTree, Inc. issued a press release confirming receipt of director nominations from ETFS Capital Limited. A copy of the press release is set forth below.
WisdomTree Confirms Receipt of Director Nominations from ETFS Capital
No Stockholder Action Required at This Time
WT Consistently Generates Strong Results, Recently Surpassing $90 Billion in Global AUM and Achieving 10th Consecutive Quarter of Net Inflows
NEW YORK, April 12, 2023 (BUSINESS WIRE) – WisdomTree, Inc. (NYSE: WT) (“WisdomTree” or the “Company”), a global financial innovator, today confirmed receipt of notice from WisdomTree stockholder ETFS Capital Limited (“ETFS Capital”) of its intent to nominate three individuals to stand for election to the Company’s Board of Directors (“Board”) at WisdomTree’s 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”).
Frank Salerno, Chair of the WisdomTree Board of Directors said, “For some time now, we have been engaging with ETFS Capital and its Chairman, Graham Tuckwell, in a good faith effort to avoid a distracting and costly proxy contest. We have met with ETFS Capital multiple times in the past month, and regularly since the beginning of 2022, to try to understand their concerns and intentions. In an effort to take control of WisdomTree, Mr. Tuckwell demanded that our Board agree to replace four incumbent directors with three new directors of his own choosing and one director mutually agreed upon, all while refusing to disclose whom he wished to add. Given WisdomTree’s strong operating results, strong stock performance and recent stock upgrade by UBS, we view this level of wholesale Board change as unjustified and an unwarranted risk to our stockholders. We have completed a significant level of Board refreshment over the past few years, and our current Board members possess extensive experience relevant to WisdomTree’s business strategy, including global financial, accounting and compliance expertise, and many years in senior leadership positions in the investment management and financial services industry.”
Mr. Salerno continued, “Contrary to Mr. Tuckwell’s misleading claims, WisdomTree’s strategy is clearly leading to strong performance results. In fact, we announced yesterday that we have surpassed $90 billion in global AUM for the first time and achieved our 10th consecutive quarter of net inflows. Additionally, WisdomTree stock outperformed the market and was a top performing stock in relation to its identified peer group of traditional asset managers in 2022 and YTD 2023.”
Mr. Salerno concluded, “Despite repeatedly articulating to Mr. Tuckwell our willingness to review possible new directors and consider their suitability and ability to add value to the Board, he refused to identify the director nominees he had in mind. He continued to demand that the Board first agree to the extreme and self-serving ‘framework’ he proposed, asking in effect for a blank check to change the composition of the Board to suit his own preferences. Mr. Tuckwell continues to put his own personal agenda above the interests of all WisdomTree stockholders. Nevertheless, the Board will continue to follow its established protocols to evaluate the Board nominees that ETFS Capital has finally divulged and will continue to, in accordance with our fiduciary duty, act in the best interests of all stockholders.”
The Board and its Nominating and Governance Committee will present the Board’s recommendation regarding director nominees in the Company’s definitive proxy statement, which will be filed with the U.S. Securities and Exchange Commission (“SEC”) and mailed to all WisdomTree stockholders eligible to vote at the 2023 Annual Meeting. The date of the 2023 Annual Meeting has not yet been announced. WisdomTree stockholders are not required to take any action at this time.
Advisors
BofA Securities is serving as financial advisor, and Goodwin Procter LLP is 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 and solutions. We empower investors 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 next-generation digital products and structures, including digital funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime™.
WisdomTree currently has approximately $91.5 billion in assets under management globally.
WisdomTree® is the marketing name for WisdomTree, Inc. and its subsidiaries worldwide.