UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
WisdomTree, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Copies to:
Sean M. Donahue
Paul Hastings LLP
2050 M Street NW
Washington, DC 20036
(202) 551-1704
Payment of Filing Fee (Check all boxes that apply)
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
On June 6, 2024, WisdomTree, Inc. (“WisdomTree”)
issued a press release announcing that Egan-Jones has joined Institutional Shareholder Services and Glass Lewis in recommending that stockholders
vote “for” all nine WisdomTree Board nominees at WisdomTree’s 2024 annual meeting of stockholders. A copy of the press
release is set forth below.
Independent Proxy Advisory Firm Egan-Jones Joins
ISS and Glass Lewis in Recommending Votes
“FOR” ALL Nine WisdomTree Board Nominees
Egan-Jones Lauds WisdomTree’s “Commitment
to Accountability Towards the Achievement of its
Strategic Vision”
Egan-Jones Also Recommends Stockholders Vote
“FOR” ALL Company Proposals
NEW YORK – June 6, 2024 – WisdomTree, Inc. (NYSE: WT),
a global financial innovator, today announced that Egan-Jones Ratings Co. (“Egan-Jones”), an independent proxy advisory firm,
has recommended that stockholders vote “FOR” all Company-recommended proposals, including all nine members
of WisdomTree’s Board of Directors, at WisdomTree’s 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”).
Win Neuger, Chair of the WisdomTree Board of Directors, said, “We
are pleased that, like Institutional Shareholder Services and Glass Lewis, Egan-Jones recognizes WisdomTree’s strong performance
and robust corporate governance practices. Importantly, Egan-Jones emphasizes the successful execution of WisdomTree’s strategy
so far, especially through the hard work of the Company’s management and Board.”
In its report, Egan-Jones commented1:
| · | “WisdomTree has been realizing financial accretion over the past years demonstrating a remarkable TSR among its peers….
In our view, these financial milestones manifest WisdomTree’s strategy for growth is being executed invaluably under the current
leadership of Jonathan Steinberg and the rest of the Board.” |
| · | “We believe the Company’s corporate governance enhancements particularly the recent board refreshment is indicative of
WisdomTree’s commitment to accountability towards the achievement of its strategic vision. Further, the current composition
of the Board strikes an appropriate balance of skillset, diversity and industry experience…” |
| · | “[W]e believe that [it is] noteworthy to mention that ETFS’ previous nominees who now serve on the board, express their
support to the Company’s value creation strategy.” |
| · | “[W]e believe that another strategic review is unwarranted, but instead would result in the Company incurring unnecessary
costs and expenses by duplicating efforts that are already underway and would disrupt the positive momentum of growth that WisdomTree
has been accomplishing. In WisdomTree’s pivotal stage of diversification and expansion of its digital business, we believe that
the requested strategic review would be highly disruptive.” |
In line with the recommendations received from Egan-Jones, ISS and
Glass Lewis, WisdomTree urges stockholders to vote “FOR” all of WisdomTree’s proposals, including all nine
director nominees, using the WHITE proxy card.
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.
1 Permission to use
Egan-Jones quotations was neither sought nor obtained. Emphasis added.
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 $108.9 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.
Disclaimer
WisdomTree has neither sought nor obtained the consent from any third
party to use any statements or information contained in this press release that have been obtained or derived from statements made or
published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties
for the views expressed herein.
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
Category: Business Update
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