ETFS Capital Limited (“ETFS Capital”), the largest combined owner
of common stock, $0.01 par value (the “Common Stock”), and Series A
Non-Voting Convertible Preferred Stock (the “Series A Preferred
Stock”) of WisdomTree, Inc. (“WisdomTree” or the “Company”) (NYSE:
WT), with ownership of approximately 10% of the outstanding Common
Stock, which together with its Series A Preferred Stock would
represent approximately 18% of the Company’s outstanding Common
Stock on an as-converted basis, today responded to reports from
Institutional Shareholder Services Inc. (“ISS”), and Glass, Lewis
& Co (“Glass Lewis”), on its campaign for stockholders to vote
Against the re-election of the Chairman Win Neuger, Director
Anthony Bossone, and CEO and Director Jonathan Steinberg, to the
board of directors of WisdomTree (the “Board”) as a referendum
against long-tenured directors and to demonstrate stockholder
support for a truly independent process to maximize stockholder
value.
Graham Tuckwell, ETFS Capital Chairman commented:
“ISS and Glass Lewis recognize that ETFS Capital has been a
driving force for major improvements in WisdomTree’s governance. As
the largest stockholder of the Company, we are directly aligned
with other stockholders and are acting in our collective best
interests. We believe the proxy advisors, however, put too much
faith in the management team’s abilities to develop the DeFi
business, particularly in the face of what appears to be a
spectacular failure to capitalize on the surge of interest in
Bitcoin ETFs.
As ISS acknowledged, the Company has a poor track record of
providing investors with the information they need to evaluate the
Board’s approach to capital allocation and the success or failure
of key business initiatives. We believe stockholders simply cannot
afford another year of lost opportunities and value destruction
under this Board and management team.
We deliberately chose not to nominate directors for the 2024
Annual Meeting. Despite our success in driving important governance
changes, we believe stockholders have not benefitted from those
changes due to the Board’s continued intransigence and failure to
provide investors with any meaningful information about the DeFi
business. We call on our fellow stockholders to join us in sending
an unequivocal message to the long-tenured directors and the Board,
who refuse to take the steps necessary to unlock value for all
stockholders.”
In its report, ISS noted that*:
ETFS Capital has been successful in driving change at
WisdomTree:
“…Tuckwell's campaigns have ultimately led to an improvement in
governance. The board has been declassified and refreshed, and all
committees are chaired by directors that have joined within the
last three years. Two of the independent directors on the
nine-member board were selected by Tuckwell and appointed or
elected to the board as a result of his activism.”
“… Tuckwell's activism in 2022 and 2023 has resulted in
significant improvements in the board structure and composition,
…”
WisdomTree’s flawed capital allocation decisions and
lack of disclosure to investors raises questions about the
viability of its DeFi strategy:
“Given the company's track record of past investments and
disclosure, the dissident's concerns with ongoing investments into
DeFi without the disclosure of any metrics to confirm progress is
understandable.”
“The company's ongoing spend into the digital strategy has been
accompanied by limited information on its progress or expectations,
depriving shareholders of the ability to evaluate its
effectiveness. The lack of disclosure of basic metrics, such as
active users, is concerning, as the company has had three years of
data since the initial launch.”
“The company's limited disclosures and the ultimate write-offs
from its largest recent investment into technology, a $55 million
investment into AdvisorEngine, raise questions around its
communications with investors and its capital allocation
decisions.”
Operating margins point to
underperformance:
“The company's operating margin has been volatile, and despite
the significant YOY improvement in FY23 (primarily driven by the
settlement of the gold obligation) was still well below the average
of its peers.”
ETFS Capital’s concerns about the influence of
long-tenured directors on the Board appear valid:
“There are some lingering concerns about disproportionate
influence on the part of the longer-tenured directors, as evidenced
by the board's decision to appoint Neuger chair despite receiving
the lowest shareholder support among the other elected
directors.”
*Permission to use quotations from the ISS report was neither
sought nor obtained.
A copy of ETFS Capital’s presentations, letter to stockholders,
definitive proxy statement, and information on how to vote
AGAINST the re-election of the Chairman Win
Neuger, Director Anthony Bossone, and CEO and Director Jonathan
Steinberg on the GOLD proxy card
or GOLD voting instruction form are
available at www.UnlockWT.com.
Stockholders who have questions or require assistance in voting
their GOLD proxy card, or need additional copies
of ETFS Capital’s proxy materials, are encouraged to contact
Saratoga Proxy Consulting LLC at (888) 368-0379 or (212) 257-1311
or info@saratogaproxy.com
About ETFS Capital LimitedIn November 2017,
WisdomTree agreed to spend $611 million to acquire the European ETC
business of ETF Securities Limited (now called ETFS Capital
Limited) for cash and shares, becoming the largest stockholder in
WisdomTree.
ETFS Capital is an Australian-based holding company with a
London-based strategic investment company focused on growth
opportunities across the ETF ecosystem. As part of its investment
process, ETFS Capital receives and analyses many dozens of business
ideas and proposals within the ETF ecosphere each year and conducts
in-depth technical and commercial due diligence on the companies
where it chooses to deploy capital. Thereafter it engages in a
hands-on approach, as a partner to management teams and Boards
bringing its unparalleled industry-specific expertise for the
benefit of those companies.
Investor Contact:John FergusonSaratoga Proxy
Consulting LLCToll free (888)
368-0379+1-212-257-1311info@saratogaproxy.com www.UnlockWT.com
Media Contact:Dan Gagnier / Riyaz LalaniGagnier
Communications LLC+1-646-569-5897ETFS@gagnierfc.com
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