Correspondence 0001214659-24-007223 from WisdomTree, Inc. (WT) (CIK 0000880631) (WT)
WisdomTree, Inc. (WT) (CIK 0000880631)
Date: April 19, 2024 · CIK: 0000880631 · Accession: 0001214659-24-007223
AI Filing Summary & Sentiment
File numbers found in text: 001-10932
Letter
Re: WisdomTree, Inc.
April 19, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, DC 20549
Preliminary Proxy Statement filed on April 19, 2024
File No. 001-10932
Ladies and Gentlemen:
On behalf of our client, WisdomTree, Inc. (“WisdomTree”), and pursuant to Rule 14a-6 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), WisdomTree hereby files with the Securities and Exchange Commission (the “SEC”), its Preliminary Proxy Statement on Schedule 14A and the related form of proxy card (collectively, the “WisdomTree Proxy Materials”). The WisdomTree Proxy Materials have been filed with the SEC using EDGAR tag PREC14A. All capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the WisdomTree Proxy Materials.
The WisdomTree Proxy Materials will be furnished to WisdomTree’s stockholders in connection with the solicitation of proxies to be used at the 2024 Annual Meeting of Stockholders of WisdomTree and at any and all adjournments, postponements, continuations or re-schedulings thereof (the “2024 Annual Meeting”). At the 2024 Annual Meeting, stockholders will be asked to vote on, among other matters, the election of nine directors. WisdomTree intends to solicit proxies in support of, among other matters, the election of nine nominees recommended by the Board of Directors (the “WisdomTree Board”) of WisdomTree.
In addition to the election of directors at the 2024 Annual Meeting, the other items of business intended to be presented include the following: (i) ratify the appointment of Ernst & Young as WisdomTree’s independent registered public accounting firm for the fiscal year ended December 31, 2024; (ii) vote on an advisory resolution to approve the compensation of WisdomTree’s named executive officers; (iii) vote on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of WisdomTree’s named executive officers; and (iv) ratify the approval by the WisdomTree Board 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.
On April 17, 2024, ETFS Capital Limited, a Jersey company and an entity controlled by Graham Tuckwell (collectively, “ETFS Capital”), filed a Preliminary Proxy Statement on Schedule 14A and the related form of proxy card (collectively, the “ETFS Proxy Materials”). The ETFS Proxy Materials have been filed with the SEC using EDGAR tag PREC14A. The ETFS Proxy Materials will be furnished to WisdomTree’s stockholders in connection with the solicitation of proxies to be used at the 2024 Annual Meeting in opposition to certain of the nominees recommended by the WisdomTree Board in connection with the 2024 Annual Meeting.
Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
April 19, 2024
Page 2
If the Staff of the SEC has any questions or comments concerning the accompanying Preliminary Proxy Statement or any aspects of WisdomTree’s solicitation of proxies referred to therein, please contact the undersigned at (202) 551-1704.
Sincerely,
/s/ Sean M. Donahue
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CORRESP
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filename1.htm
April 19, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, DC 20549
Re: WisdomTree, Inc.
Preliminary Proxy Statement filed on April 19, 2024
File No. 001-10932
Ladies and Gentlemen:
On behalf of our client, WisdomTree, Inc. (“WisdomTree”),
and pursuant to Rule 14a-6 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), WisdomTree
hereby files with the Securities and Exchange Commission (the “SEC”), its Preliminary Proxy Statement on Schedule 14A and
the related form of proxy card (collectively, the “WisdomTree Proxy Materials”). The WisdomTree Proxy Materials have been
filed with the SEC using EDGAR tag PREC14A. All capitalized terms used and not otherwise defined herein have the meanings ascribed to
such terms in the WisdomTree Proxy Materials.
The WisdomTree Proxy Materials will be furnished to WisdomTree’s
stockholders in connection with the solicitation of proxies to be used at the 2024 Annual Meeting of Stockholders of WisdomTree and at
any and all adjournments, postponements, continuations or re-schedulings thereof (the “2024 Annual Meeting”). At the 2024
Annual Meeting, stockholders will be asked to vote on, among other matters, the election of nine directors. WisdomTree intends to solicit
proxies in support of, among other matters, the election of nine nominees recommended by the Board of Directors (the “WisdomTree
Board”) of WisdomTree.
In addition to the election of directors at the 2024 Annual Meeting,
the other items of business intended to be presented include the following: (i) ratify the appointment of Ernst & Young as WisdomTree’s
independent registered public accounting firm for the fiscal year ended December 31, 2024; (ii) vote on an advisory resolution to approve
the compensation of WisdomTree’s named executive officers; (iii) vote on a non-binding, advisory basis, on the frequency of future
advisory votes to approve the compensation of WisdomTree’s named executive officers; and (iv) ratify the approval by the WisdomTree
Board 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.
On April 17, 2024, ETFS Capital Limited, a Jersey company and
an entity controlled by Graham Tuckwell (collectively, “ETFS Capital”), filed a Preliminary Proxy Statement on Schedule 14A
and the related form of proxy card (collectively, the “ETFS Proxy Materials”). The ETFS Proxy Materials have been filed with
the SEC using EDGAR tag PREC14A. The ETFS Proxy Materials will be furnished to WisdomTree’s stockholders in connection with the
solicitation of proxies to be used at the 2024 Annual Meeting in opposition to certain of the nominees recommended by the WisdomTree Board
in connection with the 2024 Annual Meeting.
Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
April 19, 2024
Page 2
If the Staff of the SEC has any questions or comments concerning
the accompanying Preliminary Proxy Statement or any aspects of WisdomTree’s solicitation of proxies referred to therein, please
contact the undersigned at (202) 551-1704.
Sincerely,
/s/ Sean M. Donahue
Sean M. Donahue