Files Definitive Proxy Statement for 2024
Annual Meeting of Stockholders
Strongly Urges Stockholders to Vote
“FOR” All of its Highly
Qualified Board Members on WHITE Proxy Card
Encourages Stockholders to Repudiate ETFS
Capital’s Misguided and Disruptive Actions
It is Time to Send Graham Tuckwell a Clear
Message – Enough is Enough
WisdomTree, Inc. (NYSE: WT), a global financial innovator, today
issued a letter to its stockholders regarding WisdomTree’s 2024
Annual Meeting of Stockholders (“2024 Annual Meeting”) to be held
on June 12, 2024, strongly urging its stockholders to send a clear
signal of support for the Company’s Board of Directors, management
team and long-term growth strategy. The letter also highlights
WisdomTree’s stock price increase, positive financial performance,
Board refreshment and strong commitment to generating stockholder
value.
At the 2024 Annual Meeting, WisdomTree’s Board of Directors
strongly urges stockholders to vote “FOR” all nine highly qualified director
nominees using the WHITE proxy
card: Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla
Delorier, Daniela Mielke, Shamla Naidoo, Win Neuger, Tonia Pankopf
and Jonathan Steinberg. Stockholders are also encouraged to
vote “FOR” all other matters,
including to ratify the approval by our Board of Directors of the
extension of the Stockholder Rights Agreement, dated March 17,
2023, as amended.
WisdomTree has filed its definitive proxy materials on Schedule
14A with the SEC in connection with WisdomTree’s 2024 Annual
Meeting. The Company is sending its definitive proxy statement and
stockholder letter to all stockholders entitled to vote as of the
record date, April 19, 2024, along with the Company’s proxy card or
voting instruction form.
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:
April 29, 2024
Fellow WisdomTree stockholders:
At the upcoming 2024 Annual Meeting of Stockholders (“2024
Annual Meeting”) of WisdomTree, Inc. (“WisdomTree” or the
“Company”), you will have the opportunity to show your support for
the Company’s proven ability to drive long-term value and growth,
and the leaders we believe will continue to build on that momentum
moving forward.
We are proud of our track record and are well-positioned to
continue our growth trajectory in 2024 and beyond. Importantly, in
2023 and 2024-to-date we have further advanced our strategic
objectives with numerous achievements, and our recent results
highlighted below demonstrate that our long-term growth strategy,
led by WisdomTree’s Board and management team, is realizing the
full potential of our business model.
Our diverse, independent and highly qualified Board has been
substantially refreshed since 2021, and all committee chair
positions have been rotated and are held by female directors who
joined the Board during the past three years. Each director brings
valuable perspectives and extensive experience critical to
overseeing WisdomTree’s strategy and performance. To continue
this momentum, it is important that stockholders vote “FOR” all nine of WisdomTree’s directors, each of
whom has directly supported the Company’s significant
growth.
STOCK PRICE INCREASE AND POSITIVE FINANCIAL
RESULTS ARE EVIDENCE OF WISDOMTREE’S STEADFAST COMMITMENT TO
GENERATING STOCKHOLDER VALUE
Sustainable organic growth, operational efficiency and
disciplined capital management is our formula for revenue growth,
margin expansion and accelerated EPS growth. We are succeeding and
the facts speak for themselves:
- Our stock price was up approximately 40% over the 12-month
period ended April 26, 2024 and more than 30% during Q1 2024, and
in March 2024 surpassed its 5-year high;
- We have ranked among 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 $200
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;
- Record assets under management (“AUM”) of $107.2 billion as of
March 31, 2024;
- Over three consecutive calendar years of positive inflows with
$29.2 billion of cumulative inflows from January 1, 2021 through
March 31, 2024, while our fee capture on flows during the past 15
months ended March 31, 2024 was 2x greater than FY 2022;
- 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;
- Revenue growth of 16% for FY 2023, as well as revenue growth of
18% for Q1 2024 as compared to Q1 2023;
- Adjusted3 operating margin expansion of 540 basis points during
FY 2023 and 820 basis points measured at March 31, 2024 as compared
to Q1 2023; and
- Adjusted organic4 operating margin expansion of 140 basis
points during FY 2023 and 280 basis points measured at March 31,
2024 as compared to Q1 2023.
WISDOMTREE IS REALIZING POTENTIAL ACROSS ITS
DIGITAL ASSETS AND BLOCKCHAIN-ENABLED FINANCE PORTFOLIO
Our mission is to provide the best transparent product
structures in the market. Today, we do this through ETPs, but we
believe the future is through tokenized assets and
blockchain-enabled finance, which are reshaping the future of our
industry and creating new opportunities for growth and value
creation.
As an early mover in the space, we launched a direct-to-consumer
channel and our blockchain-native wallet, WisdomTree Prime™, which
provides investors access to tokenized gold and U.S. dollar tokens,
blockchain-enabled mutual funds and select crypto currencies. We
are also exploring strategic partnerships and other business
development opportunities for both our platform and product suite
that could result in additional tokenization revenue streams in the
future.
Earlier this year, we announced that 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 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 products
and capabilities and have plans to enable peer-to-peer transfers
and payments in the upcoming quarters.
GRAHAM TUCKWELL’S CLAIMS ARE FALSE AND
MISLEADING – AND HIS TWO PREVIOUSLY NOMINATED DIRECTORS
SUPPORT THE BOARD’S CURRENT STRATEGIC PLAN AND VISION
Dissident stockholder Graham Tuckwell, founder and Chairman of
ETFS Capital Limited (“ETFS Capital”), is unfortunately attempting
for the third year in a row to stop our positive momentum and
hinder our growth by waging an activist campaign. He has, yet
again, published numerous false and misleading statements that risk
diverting attention from the fact that WisdomTree is successfully
executing on its stated strategic plan and outperforming all
companies in the Publicly-Traded Asset Manager Peer Group. His
campaign is self-serving and not in the best interests of all
WisdomTree stockholders. Moreover, Mr. Tuckwell filed his own proxy
statement in support of his misguided campaign without alerting
stockholders in his earlier public communications that he planned
to do so, which deprived other stockholders of important
information. He has not offered alternative nominees for election,
yet continues his unproductive and value-destructive crusade
against the Company. Indeed, two of our current directors who
were handpicked by Mr. Tuckwell fully support the Board’s strategic
plan and direction.
Mr. Tuckwell fails to recognize that our digital assets business
is a valuable addition to the future of our Company and, as our
results demonstrate, we remain laser-focused on our traditional ETP
business as we build our digital assets business. Instead, he
consistently issues information that is false. By cherry picking
dates and data, he misleads investors as to how our operating
margins and market share benchmark compared to peers.
Operating Margins
Our Publicly-Traded Asset Manager Peer Group had average and
median reported adjusted operating margins of 33% and 31%,
respectively, for FY 2023. Street consensus currently projects
WisdomTree’s adjusted operating margin to continue expanding during
the course of this year and finishing Q4 2024 at approximately 33%,
which includes our digital assets spend.
We have significant operating leverage, and as our AUM continues
to grow, our margins are expected to continue to expand. Our
adjusted operating margins have expanded by 140 basis points
organically during FY 2023 and by 280 basis points measured at
March 31, 2024 as compared to Q1 2023.
Market Share
Mr. Tuckwell falsely claims that our focus on digital assets has
resulted in a loss of ETP market share as compared to ProShares,
VanEck and Global X.
Our digital assets efforts began in 2021, the first year we
began recognizing the expense. At December 31, 2020, the AUM of
WisdomTree’s U.S. business was $38 billion and the combined AUM of
the U.S. businesses of WisdomTree, ProShares, VanEck and Global X
was $159 billion, giving WisdomTree a market share of 24.0%. At
March 31, 2024, the AUM of WisdomTree’s U.S. business was $78
billion and the combined AUM of these four companies’ U.S.
businesses was $274 billion, giving WisdomTree a market share of
28.5%. This represents an 18.75% increase in market share, with
WisdomTree having the largest share among the four companies. These
numbers invalidate Mr. Tuckwell’s false claims.
In addition, WisdomTree analyzed its market share as compared to
the entire U.S. ETP market for the period from December 31, 2020
(0.70% AUM market share) through March 31, 2024 (0.88% AUM market
share), noting an increase of 25%, or 18 basis points.
Mr. Tuckwell’s assertions are false and misleading. Building our
digital assets business has not been at the expense of our
traditional ETP business. Our results speak for themselves – we
have grown revenues, we have grown market share, we have expanded
our operating margins, and our stock has significantly outperformed
the average of our Publicly-Traded Asset Manager Peer Group.
WISDOMTREE HAS MADE SIGNIFICANT ENHANCEMENTS
TO ITS CORPORATE GOVERNANCE, INCLUDING ROTATING ALL COMMITTEE
CHAIRS, AND HAS THE RIGHT BOARD IN PLACE TO OVERSEE THE COMPANY’S
STRATEGY
Our unified Board is diverse, independent and highly qualified,
and includes the right mix of perspectives, experiences and
skillsets critical to overseeing WisdomTree’s strategy and
performance. It also includes six new, independent voices with the
right expertise to help the Company execute its strategy, three of
whom chair our Audit, Compensation and Nominating and Governance
Committees.
Given our current trajectory, the returns generated for
stockholders and the progress demonstrated by our various
value-creation initiatives, the Board does not believe that
appointing an investment bank to review strategic alternatives as
Mr. Tuckwell has proposed makes any sense, nor is it in the best
interests of the Company and its stockholders. While our Board is
always open to value-maximizing opportunities, following Mr.
Tuckwell’s plan at this time would likely destroy stockholder
value.
Mr. Tuckwell seems to have forgotten that in 2022, we formed a
special committee of the Board to review the entire business and
evaluate WisdomTree’s operations, corporate strategy, capital
deployment, digital assets and executive compensation. This
committee included two of Mr. Tuckwell’s own director nominees who,
after having direct access to all information, determined that
WisdomTree is on the right path to generate significant stockholder
value, and that we have the right management team to execute on
this strategy and realize WisdomTree’s full potential across
traditional ETPs and digital assets. The committee also found that
there were no material opportunities to streamline costs without
risking our ability to execute.
We have the right Board, including two directors previously
nominated by Mr. Tuckwell who support the Board’s current strategic
plan and vision and already provide ETFS Capital with Board
representation commensurate with its ownership. This is not the
time for further change.
VOTE “FOR” ALL
OF OUR DIRECTORS ON THE WHITE PROXY
CARD TO SHOW MR. TUCKWELL THAT YOU SUPPORT YOUR BOARD AND
MANAGEMENT TEAM
Our Board and management team have made numerous enhancements to
our business in recent years, and now we need your support to let
us continue to successfully execute. WisdomTree’s future is bright,
and with our strong momentum and track record of growing our
business, we are immensely confident in the ability of our Board,
CEO and management team to succeed.
Do not let Mr. Tuckwell fool you. We have engaged with him
extensively in good faith for several years and have considered and
implemented many of his requests. However, he has continued to make
false and misleading claims that paint an inaccurate picture of
WisdomTree’s performance, strategy and value proposition. He is
diverting the Board and management team from focusing on our
long-term growth strategy and value-creation initiatives, and as a
result is disrespecting you, his fellow stockholders.
We are confident that we have the right vision, talent and
leadership in place to continue to grow and succeed. It is time to
send Mr. Tuckwell a clear message – enough is enough. Vote
“FOR” all directors and all
items on the WHITE proxy card
to ensure that WisdomTree can continue to deliver superior 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 $106.5 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 April 26, 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/20240427087883/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
WisdomTree (NYSE:WT)
過去 株価チャート
から 5 2024 まで 6 2024
WisdomTree (NYSE:WT)
過去 株価チャート
から 6 2023 まで 6 2024