Form 8-K - Current report

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): June 12, 2024

WisdomTree, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-10932

Delaware

13-3487784

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

250 West 34^th 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)

Not Applicable

(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

The New York Stock Exchange

Preferred Stock Purchase Rights

The New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

On June 12, 2024, WisdomTree, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Company’s stockholders voted on five proposals (each described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024) at the 2024 Annual Meeting. First Coast Results, Inc., the independent inspector of election (the “Inspector of Election”) for the 2024 Annual Meeting, delivered its final vote tabulation on June 17, 2024 that certified the final voting results for each of the matters that were submitted to a vote at the 2024 Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.

Each stockholder of record was entitled to one vote per share of common stock on each proposal. On April 19, 2024, the record date for the 2024 Annual Meeting (the “Record Date”), there were 151,818,674 shares of common stock outstanding. Present at the 2024 Annual Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 138,825,191 votes, or 91.4% of the voting power entitled to vote at the 2024 Annual Meeting as of the Record Date, constituting a quorum. There were no broker non-votes regarding any of the proposals.

Proposal 1. To elect nine members of the Company’s Board of Directors, to serve until the 2025 annual meeting of stockholders.

WisdomTree Nominees	For	% Voted For⁽¹⁾	Against	Abstain
LYNN S. BLAKE	137,888,532	99.80%	275,828	84,374
ANTHONY BOSSONE	117,239,010	84.85%	20,940,487	69,239
SMITA CONJEEVARAM	137,769,538	99.73%	366,669	112,527
RILLA DELORIER	137,818,792	99.76%	338,014	111,709
DANIELA MIELKE	137,825,147	99.77%	312,874	110,715
SHAMLA NAIDOO	137,625,464	99.63%	512,265	111,007
WIN NEUGER	117,216,424	84.83%	20,962,068	70,245
TONIA PANKOPF	137,167,907	99.48%	710,704	370,125
JONATHAN STEINBERG	117,517,833	85.03%	20,684,036	46,865

The Company’s stockholders voted to elect Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Win Neuger, Tonia Pankopf and Jonathan Steinberg as directors to serve until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualified.

Proposal 2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

For	% Voted For⁽¹⁾	Against	Abstain
138,339,990	99.69%	432,954	52,246

The Company’s stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 3. An advisory resolution to approve the compensation of the Company’s named executive officers.

For	% Voted For⁽¹⁾	Against	Abstain
121,029,910	87.63%	17,091,749	127,078

The Company’s stockholders approved an advisory resolution on the compensation of the Company’s named executive officers.

Proposal 4. The proposal to determine whether the vote on the advisory resolution on the compensation of the Company’s named executive officers should occur every one, two or three years was subjected to a non-binding, advisory vote by the Company’s stockholders.

1 Year	2 Years	3 Years	Abstain
135,602,966	53,770	2,180,334	427,869

The Company’s stockholders voted for the vote on the advisory resolution on the compensation of the Company’s named executive officers to occur every one year.

Proposal 5. The ratification of the adoption by the Board of Directors of the extension of the Stockholder Rights Agreement, dated March 17, 2023, as amended, by and between the Company and Continental Stock Transfer & Trust Company.

For	% Voted For⁽¹⁾	Against	Abstain
92,057,125	66.65%	46,065,559	142,251

The Company’s stockholders ratified the adoption by the Board of Directors of the extension of the Stockholder Rights Agreement, dated March 17, 2023, as amended, by and between the Company and Continental Stock Transfer & Trust Company.

(1)

“% Voted For” reported for proposal nos.1, 2, 3 and 5 is the percentage of votes cast “for” each respective proposal divided by the sum of the votes cast “for” and “against” such proposal.

Item 8.01

Other Events.

On June 12, 2024, the Company issued a press release announcing the preliminary results of the 2024 Annual Meeting described in Item 5.07 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press release issued by WisdomTree, Inc., dated June 12, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, INC.

Date: June 17, 2024	By:	/s/ Marci Frankenthaler
		Marci Frankenthaler
		Chief Legal Officer

Exhibit 99.1

WisdomTree Announces Preliminary Voting Results of its 2024 Annual Meeting of Stockholders

Stockholders vote for all proposals, including to elect all nine of WisdomTree’s director nominees

Voters repudiate ETFS Capital and Graham Tuckwell

NEW YORK, June 12, 2024 – WisdomTree, Inc. (NYSE: WT) (“WisdomTree” or the “Company”), a global financial innovator, today announced the preliminary voting results of its 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”).

Based on the preliminary voting results provided by the Company’s proxy solicitor, stockholders have chosen to elect ALL nine of WisdomTree’s nominees to the Company’s Board of Directors: Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Win Neuger, Tonia Pankopf and Jonathan Steinberg. Stockholders have also preliminarily accepted all other proposals, including say-on-pay, one-year frequency for say-on-pay, the ratification of the appointment of the Company’s auditor and the ratification of the extension of the Company’s stockholder rights plan.

Win Neuger, Chair of the WisdomTree Board of Directors, said, “Our entire Board and management team are grateful that our stockholders have recognized the ongoing success of the Company’s business strategy, which is evident in our strong financial track record and continued positive momentum as we head into the second half of 2024. We are confident in WisdomTree’s vision, and we look forward to continuing to deliver on our strategy moving forward.”

The preliminary vote count is subject to certification by the independent inspector of election. Final voting results of the 2024 Annual Meeting will be made available in a current report on Form 8-K to be filed with the Securities and Exchange Commission. Final results will also be made available on WisdomTree’s investor relations website.

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 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,” “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.

Contacts

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

Cover	Jun. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 12, 2024
Entity File Number	001-10932
Entity Registrant Name	WisdomTree, Inc.
Entity Central Index Key	0000880631
Entity Tax Identification Number	13-3487784
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West 34th Street
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10119
City Area Code	(212)
Local Phone Number	801-2080
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable
Common Stock, $0.01 par value
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WT
Security Exchange Name	NYSE
Preferred Stock Purchase Rights
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	WT
Security Exchange Name	NYSE