WisdomTree Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 12, 2024, WisdomTree, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The Company’s stockholders voted on five proposals (each described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024) at the 2024 Annual Meeting. First Coast Results, Inc., the independent inspector of election (the “Inspector of Election”) for the 2024 Annual Meeting, delivered its final vote tabulation on June 17, 2024 that certified the final voting results for each of the matters that were submitted to a vote at the 2024 Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.
Each stockholder of record was entitled to one vote per share of common stock on each proposal. On April 19, 2024, the record date for the 2024 Annual Meeting (the “Record Date”), there were 151,818,674 shares of common stock outstanding. Present at the 2024 Annual Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 138,825,191 votes, or 91.4% of the voting power entitled to vote at the 2024 Annual Meeting as of the Record Date, constituting a quorum. There were no broker non-votes regarding any of the proposals.
Proposal 1. To elect nine members of the Company’s Board of Directors, to serve until the 2025 annual meeting of stockholders.
|
WisdomTree Nominees |
For |
% Voted For(1) |
Against |
Abstain |
| LYNN S. BLAKE | 137,888,532 | 99.80% | 275,828 | 84,374 |
| ANTHONY BOSSONE | 117,239,010 | 84.85% | 20,940,487 | 69,239 |
| SMITA CONJEEVARAM | 137,769,538 | 99.73% | 366,669 | 112,527 |
| RILLA DELORIER | 137,818,792 | 99.76% | 338,014 | 111,709 |
| DANIELA MIELKE | 137,825,147 | 99.77% | 312,874 | 110,715 |
| SHAMLA NAIDOO | 137,625,464 | 99.63% | 512,265 | 111,007 |
| WIN NEUGER | 117,216,424 | 84.83% | 20,962,068 | 70,245 |
| TONIA PANKOPF | 137,167,907 | 99.48% | 710,704 | 370,125 |
| JONATHAN STEINBERG | 117,517,833 | 85.03% | 20,684,036 | 46,865 |
The Company’s stockholders voted to elect Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Win Neuger, Tonia Pankopf and Jonathan Steinberg as directors to serve until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualified.
Proposal 2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
|
For |
% Voted For(1) |
Against |
Abstain |
| 138,339,990 | 99.69% | 432,954 | 52,246 |
The Company’s stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 3. An advisory resolution to approve the compensation of the Company’s named executive officers.
|
For |
% Voted For(1) |
Against |
Abstain |
| 121,029,910 | 87.63% | 17,091,749 | 127,078 |
The Company’s stockholders approved an advisory resolution on the compensation of the Company’s named executive officers.
Proposal 4. The proposal to determine whether the vote on the advisory resolution on the compensation of the Company’s named executive officers should occur every one, two or three years was subjected to a non-binding, advisory vote by the Company’s stockholders.
|
1 Year |
2 Years |
3 Years |
Abstain |
| 135,602,966 | 53,770 | 2,180,334 | 427,869 |
The Company’s stockholders voted for the vote on the advisory resolution on the compensation of the Company’s named executive officers to occur every one year.
| 2 |
Proposal 5. The ratification of the adoption by the Board of Directors of the extension of the Stockholder Rights Agreement, dated March 17, 2023, as amended, by and between the Company and Continental Stock Transfer & Trust Company.
|
For |
% Voted For(1) |
Against |
Abstain |
| 92,057,125 | 66.65% | 46,065,559 | 142,251 |
The Company’s stockholders ratified the adoption by the Board of Directors of the extension of the Stockholder Rights Agreement, dated March 17, 2023, as amended, by and between the Company and Continental Stock Transfer & Trust Company.
| (1) | “% Voted For” reported for proposal nos.1, 2, 3 and 5 is the percentage of votes cast “for” each respective proposal divided by the sum of the votes cast “for” and “against” such proposal. |
| Item 8.01 | Other Events. |
On June 12, 2024, the Company issued a press release announcing the preliminary results of the 2024 Annual Meeting described in Item 5.07 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description |
| 99.1 | Press release issued by WisdomTree, Inc., dated June 12, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WISDOMTREE, INC. | |||
| Date: June 17, 2024 | By: |
/s/ Marci Frankenthaler | |
| Marci Frankenthaler | |||
| Chief Legal Officer | |||
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