There is No Case for Change
Boardroom Disruption Would Hinder WisdomTree’s
Execution and Growth Trajectory
Graham Tuckwell Has Unnecessarily Wasted
WisdomTree Time and Resources – Enough is Enough
Strongly Urges Stockholders to Vote
“FOR” All Highly Qualified
Director Nominees on WHITE
Proxy Card
The Board of Directors of WisdomTree, Inc. (NYSE: WT), a global
financial innovator, today issued a letter urging its stockholders
to protect their investment by voting “FOR” all of WisdomTree’s highly qualified
director nominees at the upcoming 2024 Annual Meeting of
Stockholders on June 12, 2024.
WisdomTree has demonstrated strong momentum with its current
strategy and is in a pivotal phase of execution and growth. Our
Board oversees the management team in developing and shaping that
strategy, a relationship that has benefitted greatly from the
Board’s mix of deep knowledge from its longer-standing directors
and fresh perspectives from six of its nine
directors who joined the Board since 2021. Each director
brings extensive experience and valuable insights that provide key
support to the Company and its growth strategy.
Dissident stockholder Graham Tuckwell, founder and Chairman of
ETFS Capital Limited, has launched another disruptive campaign
against three of WisdomTree’s directors – his third attempt against
the Board in the past three years – that is a waste of time and
resources and not in the best interests of the Company and all of
its stockholders. WisdomTree is focused on its long-term strategy
and on continuing to realize value across its traditional ETP
business, while growing its highly integrated digital assets
business. Mr. Tuckwell’s misguided campaign will only serve to
distract the Company from achieving its objectives.
WisdomTree strongly urges stockholders to support all nine of
WisdomTree’s directors, including the three directors against whom
Mr. Tuckwell is currently campaigning: Jonathan Steinberg,
Win Neuger and Anthony Bossone.
- Jonathan Steinberg, CEO, founded WisdomTree and is
responsible for creating and developing the Company’s proprietary
index methodology. With extensive knowledge of the Company’s
business model from 35+ years of experience, WisdomTree has grown
under his leadership into a leading global financial innovator with
record assets under management of $107.2 billion as of March 31,
2024.
- Win Neuger, Independent Board Chair, is an independent
investor and consultant with years of experience in senior
management positions in the asset management industry, who brings a
stockholder perspective with investment expertise to our Board,
together with an in-depth understanding of WisdomTree’s business
model.
- Anthony Bossone is an independent director and audit
committee financial expert under SEC rules, who brings significant
skills and knowledge to our Board, given his financial, accounting
and compliance expertise, together with his experience as an equity
trader.
Put simply, Mr. Tuckwell is wasting the
time and resources of our stockholders, our management team and our
Board and distracting our Company from what matters most –
generating value for stockholders. There is no case for
change. Repudiate ETFS Capital’s misguided and disruptive actions –
enough is enough. Vote “FOR” all nine WisdomTree 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.
The full text of the letter is below:
May 6, 2024
Fellow WisdomTree stockholders:
For the third year in a row, dissident stockholder Graham
Tuckwell, founder and Chairman of ETFS Capital Limited, has
launched yet another disruptive activist campaign, this time
against three of WisdomTree’s directors – Jonathan Steinberg, CEO,
Win Neuger, Independent Board Chair, and Anthony Bossone, an
independent director. This is an unnecessary waste of time and
resources and not in the best interests of the Company and all of
its stockholders.
Over the past few years, WisdomTree (“WisdomTree” or the
“Company”) has made significant corporate governance enhancements,
refreshed our Board and implemented strategic changes that have
benefited our business and created meaningful stockholder value. At
our upcoming 2024 Annual Meeting of Stockholders (“2024 Annual
Meeting”), you will have the opportunity to voice your opinion and
demonstrate your support for the Company’s proven and efficient
business strategy that is enabling long-term growth and strong
returns thanks to our talented and knowledgeable Board members.
It is critical that stockholders vote “FOR” all nine of WisdomTree’s directors.
We are extremely proud of our execution against our strategy,
and as we look to maintain that momentum and build upon our
success, we are confident that we have the right mix of skillsets
on our Board and a strong management team in place with a unique
vision and strong track record of execution.
Over the past year, we have made significant progress and
demonstrated that our current strategy is working through our
strong performance and expanding potential within the dynamic
digital assets landscape. Our Board unanimously supports our
strategy – in fact, two of our current Board members were
previously nominated by Mr. Tuckwell, and today they stand united
with the full Board in the conviction that we have the right
strategy, the right Board and the right management team in place to
succeed.
We strongly believe that further change at WisdomTree,
especially the removal of any of our directors, particularly the
CEO, independent Board Chair and an experienced independent
director with the most institutional knowledge and history of the
Company and our ETP business, will only cause disruption and derail
our overall momentum. As described below, it is imperative that we
remain focused on executing our current strategy.
This activist campaign, for the third year in a row, is
misguided, disruptive and an unnecessary waste of stockholder
resources. Enough is enough – there is no case for
change.
WISDOMTREE HAS APPROPRIATE INDEPENDENT BOARD OVERSIGHT AND HAS
UNDERGONE SIGNIFICANT BOARD REFRESHMENT OVER THE PAST THREE
YEARS
We already have made significant changes to our Board with
the addition of new and diverse directors over the past three
years. Our Board is currently composed of a majority of new,
independent voices, and our directors have the right expertise and
thoughtful approach to help the Company execute on its
strategy.
Our Board also has the right mix of new perspectives and
longer-term insights with a structure that allows for stability and
retention of institutional knowledge and expertise, which together
with our strong commitment to Board refreshment ensures that we
have the best possible expertise and experience to oversee the
Company’s strategy and advance the best interests of the Company
and all our stockholders.
We want to reiterate that Mr. Tuckwell previously nominated two
of our current Board members, both of whom fully support our
current business strategy and provide ETFS Capital with the
appropriate, proportionate representation of its ownership. Mr.
Tuckwell’s current campaign to mislead our stockholders and
mischaracterize our strategy and process is nothing more than a
self-serving attempt to distract the Board and our management team
and to gain outsized control of WisdomTree at the expense of our
other stockholders.
Disrupting our current Boardroom balance will not benefit our
business and will only serve as an obstacle to further value
creation.
WISDOMTREE HAS SIGNIFICANTLY ENHANCED ITS CORPORATE GOVERNANCE OVER THE PAST
FEW YEARS
We always have been deeply committed to corporate governance
best practices and have made extensive enhancements in recent years
in the best interests of all our stockholders. Most recently, we
refreshed six of our nine directors, with women now constituting
67% of the Board; rotated all
committee chair roles, each now held by directors appointed in the
past three years; refreshed committee memberships, including adding
our newest directors to each; and declassified our Board.
As evidenced by the numerous and impactful changes we have made
to date, our Board is prepared to move decisively and proactively
to ensure it is aligned with the evolving needs of the business,
industry trends and stockholder perspectives. We have a strong
commitment to listening to our stockholders and making changes that
are in the best interests of the Company and all stockholders, not just one. This
commitment has included extensive engagement with Mr. Tuckwell
since 2022. During this period, the full Board and a subset of
directors have met with Mr. Tuckwell numerous times to discuss his
requests, and WisdomTree has consistently demonstrated a strong
track record of working to reach an amicable solution. It is
time for Mr. Tuckwell to move on and for stockholders to repudiate
his misguided and disruptive actions.
WISDOMTREE HAS DEMONSTRATED THAT ITS
OVERALL STRATEGY IS EFFECTIVE
Sustainable organic growth, operational efficiency and
disciplined capital management is the formula for revenue growth,
margin expansion and accelerated EPS growth. We remain strongly
committed to growing our traditional ETP business, while we pursue
additional opportunities to increase our market share, including
establishing ourselves as a leader in tokenization and
blockchain-enabled finance. We are succeeding and the facts speak
for themselves.
- Our stock price was up approximately 45% over the 12-month
period ended May 3, 2024 and more than 30% during Q1 2024, and in
March 2024 surpassed its 5-year high.
- We have ranked in the top two of 13 companies comprised of
WisdomTree and a peer group of U.S. publicly traded asset managers1
(the “Publicly Traded Asset Manager Peer Group”) in Total
Shareholder Return over the most recent 1-, 2- and 3-year time
periods and among the top four in the most recent 4-year time
period.
- Our market capitalization has increased by approximately $300
million2 since the 2023 annual meeting of stockholders, a direct
indication that our strategy is delivering value creation for
stockholders.
- Five out of eight analysts covering WisdomTree now have
implemented “BUY” ratings, with two analyst rating upgrades to
“BUY” and one analyst initiating coverage with a “BUY” rating
within the past six months.
- We had record assets under management (AUM) of $107.2 billion
as of March 31, 2024.
- Over three consecutive calendar years from January 1, 2021
through March 31, 2024, we had positive inflows with $29.2 billion
of cumulative inflows, while our fee capture on flows during the
past 15 months ended March 31, 2024 was 2x greater than FY
2022.
- We had a best-in-class organic flow growth rate in 2023 of 13%,
as compared to our Publicly Traded Asset Manager Peer Group, with a
long and sustainable runway ahead driven by a diverse product suite
and nascent managed models franchise.
- We had revenue growth of 16% for FY 2023, in addition to
revenue growth of 18% for Q1 2024 as compared to Q1 2023.
- Our adjusted3 operating margin expanded 540 basis points during
FY 2023 and 820 basis points measured at March 31, 2024 as compared
to Q1 2023, and our adjusted4 organic operating margin expanded 140
basis points during FY 2023 and 280 basis points measured at March
31, 2024 as compared to Q1 2023.
In terms of pursuing additional opportunities, we have
established ourselves as a leader in tokenization and
blockchain-enabled finance, and WisdomTree’s digital assets
strategy is well underway. Over the past several months, we have
been focused on obtaining required regulatory approvals and
incorporating key functionality into our product offerings.
We’ve made significant progress in obtaining requisite
regulatory approvals. To that end, earlier this year, WisdomTree
was granted a charter from the New York State Department of
Financial Services to operate as a limited purpose trust company
under the New York Banking Law, which allows us to launch our
blockchain-native digital wallet WisdomTree Prime® in New York.
Including the forthcoming launch in New York, we have expanded the
availability of WisdomTree Prime to 41 states and nearly 75% of the
U.S. population.
Recently, we also launched the WisdomTree Prime Visa Debit Card,
a digital and physical card enabling users to spend outside the
WisdomTree Prime app. We are enhancing WisdomTree Prime’s
capabilities and have plans to enable peer-to-peer transfers and
payments in the upcoming quarters.
During the remainder of the year, we plan to incrementally
increase marketing and raise awareness for WisdomTree Prime.
Our Board has conducted a comprehensive review of our digital
assets strategy, and, as our results demonstrate, is committed to
ensuring that building our digital assets business is not at the
expense of our traditional ETP business.
We have the right Board and a clear and
effectively managed strategy that is paving the way for increased
performance and solid momentum. We continue to achieve milestone
after milestone across our business and now
is the time to preserve that momentum.
There is no case for
change at WisdomTree.
Vote
“FOR” all our highly qualified directors on
the WHITE proxy card.
In closing, we want to reiterate that we have strong momentum
and a solid business strategy that we will continue to enhance and
grow in 2024 and beyond. We strongly recommend that you do not let
Mr. Tuckwell derail our progress and hinder our success.
Over the past three years, we have made significant changes as a
result of our frequent and ongoing conversations with Mr. Tuckwell,
as well as with all of our major stockholders. His ongoing,
disruptive and self-serving campaign is an unnecessary waste of
time and resources and is not aligned with the interests of the
rest of our stockholder base. We are confident that our vision
is the right one for WisdomTree and all of its
stockholders.
There is no case for change. Repudiate ETFS Capital’s
misguided and disruptive actions – enough is enough. We are
confident in our vision and voting “FOR” all directors and all items on the
WHITE proxy card will ensure
that WisdomTree can continue to deliver results for our
stockholders.
Sincerely,
Win Neuger Independent Chair of the WisdomTree Board
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, after the forthcoming launch in New York, through
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 $107 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.
______________________________ 1 U.S. publicly traded asset
manager peer group includes the following 12 companies: AB; AMG;
APAM; BEN; BLK; BSIG; FHI; IVZ; JHG; TROW; VCTR; VRTS. 2 As of May
3, 2024. 3 Excludes $5.9 million, $0.7 million and $1.0 million of
activist campaign expenses incurred during FY 2023, Q1 2024 and Q1
2023, respectively. 4 Organic margin expansion is exclusive of $4.5
million of contractual gold payments expense incurred during Q1
2023.
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.
Non-GAAP Financial Measurements
This letter discloses certain non-GAAP information which we
believe provides useful and meaningful information. Our management
reviews these non-GAAP financial measurements when evaluating our
financial performance and results of operations; therefore, we
believe it is useful to provide information with respect to these
non-GAAP measurements so as to share this perspective of
management. Non-GAAP measurements do not have any standardized
meaning, do not replace nor are superior to GAAP financial
measurements and are unlikely to be comparable to similar measures
presented by other companies. These non-GAAP financial measurements
should be considered in the context of our GAAP results. The
non-GAAP financial measurements contained in this press release
include adjusted operating income and numbers derived therefrom. We
disclose these non-GAAP financial measurements in order to report
our results exclusive of items that are non-recurring or not core
to our operating business. We believe presenting these non-GAAP
financial measurements provides investors with a consistent way to
analyze our performance.
GAAP to NON-GAAP
RECONCILIATION (CONSOLIDATED)
(in thousands)
(Unaudited)
Three Months Ended
Adjusted Operating Income and
Adjusted Operating Income Margin:
Mar. 31, 2024
Dec. 31, 2023
Sept. 30, 2023
June 30, 2023
Mar. 31, 2023
Operating revenues
$
96,838
$
90,844
$
90,423
$
85,724
$
82,044
Operating income
$
27,950
$
26,035
$
26,705
$
18,181
$
16,571
Add back: Expenses incurred in response to
an activist campaign
695
—
—
4,913
967
Adjusted operating income
$
28,645
$
26,035
$
26,705
$
23,094
$
17,838
Adjusted operating income margin
29.6
%
28.7
%
29.5
%
26.9
%
21.4
%
Category: Business Update
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240506012917/en/
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
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