ETFS Capital Limited's Letter to WisdomTree Stockholders.
$WT
Dear Fellow WisdomTree Stockholders:
ETFS Capital Limited and the other participants in this solicitation (collectively, “ETFS,” “we” or “our”) are the beneficial owners of an aggregate of 15,250,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of WisdomTree, Inc., a Delaware corporation (“WisdomTree” or the “Company”), representing approximately 10.2% of the outstanding shares of Common Stock. For the reasons set forth in the attached Proxy Statement, we believe meaningful changes to the composition of the Board of Directors of the Company (the “Board”) are necessary in order to ensure that the Company is being run in a manner consistent with your best interests.
We are seeking your support for the election of our three (3) nominees as directors at the 2023 annual meeting of stockholders (“Annual Meeting”) scheduled to be held on June 16, 2023 because we believe that the Board will benefit from the addition of directors who collectively possess the relevant ETF skill sets, a shared objective of enhancing value for the benefit of all WisdomTree stockholders and who will be able to hold management accountable. The individuals that we have nominated are highly qualified, capable and ready to serve the stockholders of WisdomTree.
Our extensive due diligence has led us to believe there is significant value to be realized at WisdomTree given the Company’s valuable assets, apparent governance and cultural issues and tremendous potential. However, we are concerned that the Board is not taking the appropriate actions to address the Company’s prolonged underperformance and actively oversee management. Given the Company’s consistent stock price underperformance and history of poor corporate governance practices, we strongly believe that the Board must be meaningfully refreshed to ensure that the interests of stockholders, the true owners of WisdomTree, are appropriately represented in the boardroom.
The Board is currently composed of nine (9) directors. At the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”), stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to phase out the classification of the Board over a two-year period commencing at the 2022 Annual Meeting and concluding at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). According to the Company, the terms of three (3) Class II directors and three (3) Class III directors currently serving on the Board expire at the Annual Meeting. Beginning with the 2024 Annual Meeting, WisdomTree stockholders will be able to elect all members of the Board on an annual basis.
Through the attached Proxy Statement and enclosed GOLD universal proxy card, we are soliciting proxies to elect not only our three (3) nominees, but also three (3) of the Company’s nominees whose election we do not oppose. This gives stockholders who wish to vote for our nominees the ability to vote for a full slate of six (6) nominees in total. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees.
ETFS and WisdomTree will each be using a universal proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees for election to the Board. Stockholders will have the ability to vote for up to six (6) nominees on ETFS’ enclosed GOLD universal proxy card. Any stockholder who wishes to vote for any combination of our nominees and the Company nominees may do so on ETFS’ GOLD universal proxy card. There is no need to use the Company’s white proxy card or voting instruction form, regardless of how you wish to vote. We urge stockholders to use our GOLD universal proxy card to vote “FOR” our three (3) nominees and the three (3) Company nominees whose election we do not oppose.
We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating and returning the enclosed GOLD universal proxy card today. The attached Proxy Statement and the enclosed GOLD universal proxy card are first being furnished to stockholders on or about May 4, 2023.
If you have already voted for the incumbent management slate, you have every right to change your vote by signing, dating and returning a later dated GOLD universal proxy card or by voting in person at the Annual Meeting.
If you have any questions or require any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free numbers listed below.
Thank you for your support, Graham Tuckwell ETFS Capital Limited
Source:
https://www.sec.gov/Archives/edgar/data/880631/000092189523001037/defc14a13246002_05042023.htm