On May 12, 2023, WisdomTree, Inc. (WisdomTree) issued a press release
announcing that it has sent a second letter to its stockholders regarding WisdomTrees 2023 annual meeting of stockholders. A copy of the press release and the letter are set forth below.
WisdomTree Says Graham Tuckwell and His Nominees are Wrong for WisdomTree Just Look at the Facts
Courts Have Found That Mr. Tuckwell Violated His Fiduciary Duties as Chairman of ETF Securities, Mistreated Minority
Stockholders and Forced Out Independent Directors
Mr. Tuckwell Recently Negotiated Against WisdomTrees
Stockholders and Encouraged Our Largest Creditor, the World Gold Council, to Seek a Higher Price From Us Solely to Justify a Higher Valuation For Himself
Mr. Tuckwell Has Disqualifying and Unresolved Conflicts of Interest That Make Him Unsuitable as a WisdomTree Director
Mr. Tuckwells Nominees Do Not Bring Any New Skills or Competencies That Our Collective Board Does Not Already Possess
Our Nominees Are More Capable and Better Qualified
NEW YORK, May 12, 2023 WisdomTree, Inc. (NYSE: WT) (WisdomTree or the
Company), a global financial innovator, today issued the following letter to its stockholders in connection with WisdomTrees 2023 Annual Meeting of Stockholders (2023 Annual Meeting), which is scheduled to be held on
June 16, 2023.
Fellow WisdomTree stockholders:
We are
writing again to ask you to protect your investment in WisdomTree, Inc. (WisdomTree or the Company) and support your Board at the upcoming 2023 Annual Meeting of Stockholders (2023 Annual Meeting) by voting the
WHITE proxy card TODAY FOR ALL SIX of WisdomTrees highly qualified director nominees Lynn S. Blake, Daniela Mielke, Shamla Naidoo, Win Neuger, Frank Salerno and Jonathan Steinberg.
We urge you to WITHHOLD on all three of ETFS Capitals nominees and to NOT sign ANY proxy card or voting instruction form sent to you by ETFS Capital. You can find out more by visiting
https://ir.wisdomtree.com/2023-annual-meeting-proxy-vote.
As we explained in our first letter, dissident stockholder ETFS
Capital Limited (ETFS Capital) seeks to elect its chairman Graham Tuckwell and two other unqualified candidates, Bruce E. Aust and Tonia Pankopf, to the WisdomTree Board. The five directors that we have appointed since 2021
make up a majority of our nine-person Board. Our Board refreshment process is systematic and thorough, and as part of that process, we have focused on candidates who possess the right set of skills to oversee WisdomTrees strategy.
We have reviewed many candidates including Mr. Tuckwell and have always been open-minded in considering those who would be suitable for the Board.
Mr. Tuckwells conflicts of interest and documented track record of mistreating stockholders disqualify him from serving on the
WisdomTree Board. The other candidates he has proposed would not enhance our Board or advance our strategy. In this letter, we explain why Graham Tuckwell and the ETFS Capital slate are not the right directors for all WisdomTree stockholders.
COURTS HAVE FOUND THAT MR. TUCKWELL VIOLATED HIS FIDUCIARY DUTIES AS CHAIRMAN OF ETF SECURITIES, MISTREATED MINORITY STOCKHOLDERS AND
FORCED OUT INDEPENDENT DIRECTORS
A clear legal record demonstrates that Mr. Tuckwell has violated his fiduciary duties to stockholders at his
own company.
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In 2019, three private equity firms which were minority investors in ETF Securities Limited (now ETFS
Capital) at the time the European asset management business of ETF Securities was sold to WisdomTree filed a lawsuit in the Island of Jersey against Mr. Tuckwell and ETF Securities, seeking to receive their fair share of the sale
proceeds. |
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