DEFA14A: WisdomTree Urges Stockholders to Vote for All Nine Director Nominees Amidst ETFS Capital's Disruption Campaign

WisdomTree is urging stockholders to vote for all nine director nominees on the WHITE proxy card at the upcoming 2024 Annual Meeting of Stockholders on June 12, 2024, emphasizing the importance of maintaining a balanced board with the right mix of skillsets, expertise, and institutional knowledge.

Summary

• WisdomTree has sent a letter to stockholders urging them to vote FOR all nine director nominees at the upcoming 2024 Annual Meeting of Stockholders on June 12, 2024.
• ETFS Capital Limited is targeting three of WisdomTree's directors, which WisdomTree believes provide critical strategic vision, skillsets, and institutional knowledge.
• WisdomTree argues that making further changes to the Board at this time would significantly disrupt the Company's positive momentum and growth trajectory.
• The company highlights its industry-leading Total Stockholder Return (TSR) versus its U.S. publicly traded asset manager peers over 1-, 2-, 3and 4-year time periods.
• WisdomTree emphasizes the importance of having a mix of board tenure, with longer-tenured directors providing support and historical knowledge to newer directors.
• The company notes that it has refreshed the majority of its directors and fully declassified the Board over the past three years.
• WisdomTree's CEO and founder, Jonathan Steinberg, is credited with creating the company's proprietary index methodology and growing WisdomTree into a leading global financial innovator.
• WisdomTree currently has approximately $108.3 billion in assets under management globally as of March 31, 2024.
• The company is developing and has launched next-generation digital products, services and structures, including digital or blockchain-enabled mutual funds and tokenized assets, as well as its blockchain-native digital wallet, WisdomTree Prime.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment regarding WisdomTree's performance and future prospects, but acknowledges the challenges posed by ETFS Capital's campaign. The emphasis on strong TSR and revenue growth contributes to the positive outlook.

Positives

• WisdomTree has achieved industry-leading Total Stockholder Return (TSR) versus its U.S. publicly traded asset manager peers over 1-, 2-, 3and 4-year time periods.
• The company has seen significant revenue growth under Jonathan Steinberg's leadership, from $13 million in 1997 to $349 million in 2023.
• WisdomTree has refreshed the majority of its directors and fully declassified the Board over the past three years.
• The company has a diverse board, with six of nine directors appointed since 2021 and 67% of the directors being women.
• WisdomTree is an early adopter of tokenization and has successfully executed on WisdomTree's early mover advantage in digital assets.

Negatives

• ETFS Capital Limited is campaigning against three of WisdomTree's directors, potentially disrupting the company's momentum.
• Graham Tuckwell's campaign could lead to a forced sale of the company, which WisdomTree believes would be value-destructive for stockholders.

Risks

• The potential disruption caused by ETFS Capital's campaign could hinder WisdomTree's industry-leading results and upward trajectory.
• Making further changes to the Board at this time could significantly disrupt the Company's positive momentum and growth trajectory.
• The company's ability to successfully implement its strategy relating to WisdomTree Prime is subject to risks and uncertainties.

Future Outlook

WisdomTree is well-positioned to continue executing its current strategy and is focused on developing next-generation digital products, services, and structures, including blockchain-enabled finance.

Management Comments

• The Board including the two directors previously nominated by ETFS Capital unanimously agrees that these directors bring the stability, strategic vision and institutional knowledge critical to overseeing the Companys strategy and advancing the best interests of all stockholders.
• Mr. Steinberg is a visionary leader who founded WisdomTree in 1988 and is responsible for creating and developing the Companys proprietary index methodology.

Industry Context

The document highlights the importance of board tenure and institutional knowledge in the asset management industry, noting that none of WisdomTree's peers have a board where the longest-tenured member has served less than six years.

Comparison to Industry Standards

• The document compares WisdomTree's board composition to its Publicly Traded Asset Manager Peer Group, which includes companies like AB, AMG, APAM, BEN, BLK, BSIG, FHI, IVZ, JHG, TROW, VCTR, and VRTS.
• It notes that the average tenure of WisdomTree's independent directors is four years, which is lower than the majority of its peers.
• The average tenure of a director serving as board Chair in WisdomTree's peer group is more than 10 years.

Corporate Governance

Stakeholder Impact

• The outcome of the proxy vote will impact shareholders by influencing the direction and oversight of the company.
• Employees may be affected by changes in the board's composition and strategic direction.

Next Steps

• Stockholders are urged to vote FOR all nine director nominees on 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.

Key Dates

Keywords

WisdomTree, Board of Directors, ETFS Capital, Proxy Vote, Director Nominees, Annual Meeting, Corporate Governance, TSR, Digital Assets, WisdomTree Prime