9 nominees · 3 ballot items.
Elect nine directors; ratify Ernst & Young LLP as independent auditor for 2026; advisory (non-binding) vote to approve the compensation of the named executive officers — Board recommends FOR all three proposals.
Election of nine director nominees (Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Tonia Pankopf, Frank Salerno and Jonathan Steinberg) to serve one-year terms until the 2027 annual meeting.
Ratification of the Audit Committee’s appointment of Ernst & Young LLP as WisdomTree’s independent registered public accounting firm for fiscal 2026.
A non-binding, advisory 'say-on-pay' vote to approve the company’s named executive officers' compensation as disclosed in the proxy (including the Compensation Discussion and Analysis, Summary Compensation Table and related disclosure).
This advisory (non-binding) say-on-pay proposal asks stockholders to approve the compensation of the named executive officers as described in the proxy statement, including detailed narrative and tabular disclosures. Management seeks this approval to validate its pay programs, which are structured to attract and retain executives while aligning their incentives with long-term stockholder value through a mix of base salary, cash incentives and long-term equity awards (restricted stock and performance-based restricted stock units, or PRSUs). The proxy discloses that a significant portion of pay is performance-linked — PRSUs tie payouts to relative total shareholder return versus a Traditional Asset Manager Peer Group over three-year periods, and annual incentive funding is tied to quantitative metrics (net inflows, revenue, adjusted operating income and margin, and relative TSR) plus qualitative adjustments. The Compensation Committee highlights 2025 achievements (record AUM, the Ceres acquisition, revenue and operating income growth, digital asset progress) and reports a funded incentive pool above target, arguing this demonstrates pay-for-performance. The Board recommends a FOR vote, emphasizing good governance practices (clawback policy, stock ownership guidelines, independent compensation consultant and an independent Compensation Committee) and noting it will consider the advisory vote’s outcome in future program design despite the vote being non-binding. From an investor-analytics perspective, critical considerations include the reliance on relative TSR peer benchmarking (which can magnify volatility), the substantial role of equity awards (which supports retention but concentrates upside in stock price), the use of both formulaic metrics and discretionary qualitative adjustments (which allow sensible judgment but require robust disclosure and governance to mitigate opportunistic payouts), and the company’s recent strategic transactions and capital actions that materially affect compensation outcomes. Overall, the proposal validates management’s compensation framework while leaving room for scrutiny of peer selection, PRSU calibration, and the balance between short- and long-term incentives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.10% | 12,385,328 | $180M |
| 2 | FMR LLC | 6.03% | 9,221,162 | $134M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.26% | 8,047,642 | $117M |
| 4 | Capital World Investors | 4.45% | 6,811,059 | $99M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 4.15% | 6,348,241 | $92M |
| 6 | Azora Capital LP | 3.91% | 5,987,605 | $87M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.63% | 5,553,198 | $81M |
| 8 | STATE STREET CORP | 3.30% | 5,049,152 | $74M |
| 9 | Simcoe Capital Management, LLC | 3.05% | 4,665,985 | $68M |
| 10 | Invesco Ltd. | 2.86% | 4,366,847 | $64M |
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