ETFS Capital files preliminary proxy statement to WisdomTree

ETFS Capital, the largest combined owner of common stock of WisdomTree, with aggregate ownership of approximately 10.2% of the outstanding Common Stock, which together with its Series A Preferred Stock would represent approximately 18.3% of the Company’s outstanding Common Stock on an as-converted basis, announced that it has filed a preliminary proxy statement with the Securities and Exchange Commission for the election of three highly-qualified individuals to the Board of Directors of WisdomTree at the Company’s 2023 annual meeting of stockholders and issued an open letter to fellow WisdomTree stockholders. "Given such high stakes, we are deeply concerned with the Company’s inability to deliver stockholder value and the failure of its long-tenured directors – Frank Salerno and Win Neuger – to provide necessary Board oversight…. We encourage stockholders to consider the following facts:Turnover of "New" Directors: Among the most alarming of recent developments at the Company is the fact that two recently appointed female directors have left the Board within the last ten months… Even more egregiously, the Company has decided that Deborah Fuhr, who joined the Board in May 2022 as part of our cooperation agreement with WisdomTree, will not be nominated to stand for election at the Annual Meeting…. We believe stockholders should question the Board’s poor track record and lackluster support of highly qualified female directors and whether there has been a deliberate effort to stifle such voices. Questionable Director Replacement: Even more suspicious than Ms. Fuhr’s hasty removal and the unexplained loss of credible expertise in the ETF space is the Board’s selection of a replacement candidate, Shamla Naidoo.. Considering Ms. Naidoo’s experience is primarily in cybersecurity and IT, an expertise typically covered by the Chief Information Security Officer and the fact she has zero ETF or related industry experience, we question the Board’s rationale for adding her as the newest director candidate… Control of Key Committees by Long-Tenured Directors: According to WisdomTree’s preliminary proxy statement, "the Board proactively added five new independent and diverse directors" since 2021. Interestingly, none of the new directors have been awarded any leadership positions on key committees… Pay-for-Performance Disparity: Frank Salerno has served as a director since 2005 – almost 18 years. He has been the Chair of the Board and the Chair of the Compensation Committee since 2018. Over this period, the Founder/CEO led management team has destroyed $921 million in market cap3. Instead of holding the CEO accountable, the Compensation Committee under Mr. Salerno’s leadership awarded the CEO more than $21 million in compensation… We firmly believe that with the right Board in place, WisdomTree can be a best-in-class company in its industry and generate significant value for all stockholders. It is clear to us that the Board needs true change – not by way of individuals cherry-picked by the long-tenured directors – to trigger the actions urgently required to address the dismal performance of the Company. We recently sought to engage with the Board in a constructive dialogue on this matter to reach a mutually agreeable resolution to avoid a proxy contest in 2023, but the Company has repeatedly refused to have any meaningful dialogue or make any offer or proposal that might facilitate any form of settlement."