8-K
WisdomTree, Inc. (WT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2023
WisdomTree, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-10932 | 13-3487784 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | Commission<br> <br>File Number: | (IRS Employer<br> <br>Identification No.) |
| 250 West 34^th^ Street | ||
| --- | ||
| 3^rd^ Floor | ||
| New York, NY 10119 | ||
| (Address of principal executive offices, including zip code) |
(212) 801-2080
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | WT | The New York Stock Exchange |
| Preferred Stock Purchase Rights | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
Appointment of Rilla Delorier as a Class I Director
On August 18, 2023, the Board of Directors (the “Board”) of WisdomTree, Inc. (the “Company”) expanded the Board to ten directors and appointed Rilla Delorier to serve as a Class I member of the Board, with an initial term expiring at the Company’s 2024 annual meeting of stockholders. The Board has determined that Ms. Delorier qualifies as an “independent director” as defined under Section 303A of the New York Stock Exchange Listed Company Manual. She has not been appointed to any committee of the Board at this time.
Ms. Delorier will receive cash and equity compensation as provided under the Company’s Non-Employee Director Compensation Program. Pursuant to this program, upon appointment to the Board, Ms. Delorier received 11,828 shares of restricted stock under the Company’s 2022 Equity Plan, which shares vest on the first anniversary of the grant date. The Company has entered into its standard director indemnification agreement with Ms. Delorier.
There are currently no arrangements or understandings between Ms. Delorier and any other person pursuant to which Ms. Delorier was appointed to serve as a member of the Board. The Company is not aware of any transaction involving Ms. Delorier requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Delorier, 56, a C-suite leader with over 30 years of experience in the banking industry, was most recently the Executive Vice President and Chief Strategy and Digital Transformation Officer at Umpqua Bank, from April 2017 until August 2020. Prior to that, she held various roles at SunTrust Bank from February 2006 until February 2016, including Executive Vice President, Head of the Retail Bank, Chief Marketing Officer and Wealth Management Marketing Director. She also served as Chief Marketing Officer, among other roles, at PNC Advisors from 1999 to 2006. Since June 2022, Ms. Delorier has served on the Board of Directors of Atlantic Union Bankshares Corporation (NYSE: AUB), a regional bank headquartered in Richmond, Virginia, and is a member of its risk and compensation committees. Since November 2020, Ms. Delorier has served on the Board of Directors of Coastal Financial Corporation (Nasdaq: CCB), a community bank and a leader in providing banking as a service (BaaS) to digital financial service providers, and is a member of the audit and compensation committees. Ms. Delorier also has served as a director of Nymbus, Inc., a provider of banking technology solutions for financial institutions, since November 2020, and Central City Concern, a nonprofit organization dedicated to ending homelessness, since June 2018. Ms. Delorier received her B.S. from the University of Virginia and her M.B.A. from Harvard Business School.
A copy of the press release containing information about Ms. Delorier’s appointment is being furnished as Exhibit 99.1 to this Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits:
| Exhibit 99.1 | Press Release, dated August 21, 2023 |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: August 21, 2023 | By: | /s/ Marci Frankenthaler |
| Marci Frankenthaler | ||
| Chief Legal Officer and Secretary |
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EX-99.1
Exhibit 99.1
WisdomTree Board Appoints Rilla Delorier to Board of Directors
Tenured C-suite leader brings track record of driving innovation in financial services and techsectors
NEW YORK, August 21, 2023 (Business Wire) – WisdomTree, Inc. (NYSE: WT), a global financial innovator, today announced that Rilla Delorier, an accomplished leader with over 30 years of executive experience leading digital transformation across the banking sector, has been appointed to WisdomTree’s Board of Directors, having received the full support of the Board.
Win Neuger, Chair of the WisdomTree Board, said, “Rilla is a powerhouse of digital transformation in financial services and will be a tremendous asset to our Board. She has a demonstrated ability to accelerate innovation and streamline operations, and her strategic experience and executive tenure will be immensely valuable as we lead the industry in this next stage of evolution.”
Jonathan Steinberg, WisdomTree Founder and CEO, said, “Rilla’s appointment comes at a pivotal time in our growth as we look to capitalize on our stronger-than-ever momentum in ETP flows and our position at the forefront in the industry-wide shift into tokenization and blockchain-enabled finance. We are always looking for bold, bright and qualified leadership to enhance our Board, and Rilla’s expertise and enthusiasm for digital innovation is an ideal addition.”
“WisdomTree is a true pioneer in financial services – not only as a leader in exchange-traded products, models and solutions but also as a first-mover in tying asset tokenization to payment activity with the launch of WisdomTree Prime^™^. I believe there is tremendous potential for market expansion in the years ahead, and I believe WisdomTree – in its approach to deliver a better investment and financial experience for advisors and their clients through innovative products and solutions – is strongly positioned to lead that charge,” said Ms. Delorier.
About Rilla Delorier
Currently, Ms. Delorier serves as an independent director for several financial services and tech companies, including Atlantic Union Bankshares Corporation (NYSE: AUB), a regional bank headquartered in Richmond, Virginia, where she is a member of the risk and compensation committees, Coastal Financial Corporation (Nasdaq: CCB), a community bank and a leader in providing banking as a service (BaaS) to digital financial service providers, where she is a member of the audit and compensation committees, and Nymbus, Inc., a provider of banking technology solutions for financial institutions. She is also on the board of Central City Concern, a nonprofit organization based in Portland, Oregon that is dedicated to ending homelessness.
Ms. Delorier’s background includes steering the shift from physical to digital service and sales models, driving innovation, and automating operations. She most recently served as Chief Strategy and Digital Transformation Officer at Umpqua Bank, where she launched a first-of-its kind consumer financial app which was later sold to a technology company. While at Umpqua Rilla led technology modernization, established strategic partnerships, modernized marketing, accelerated the use of analytics and streamlined operations. Prior to Umpqua, she held executive positions at SunTrust Bank, including leading its retail bank and serving as Chief Marketing Officer. Before joining SunTrust, Ms. Delorier served as Chief Marketing Officer of PNC Advisors.
Ms. Delorier has been repeatedly recognized as one of the “25 Most Powerful Women in Banking” by American Banker. She received a B.S. from the University of Virginia, and an M.B.A. from Harvard Business School.
More information on WisdomTree’s Board of Directors can be found here.
About WisdomTree
WisdomTree is a global financial innovator, offering a well-diversified suite of exchange-traded products (ETPs), models and solutions. We empower investors to shape their future and support financial professionals to better serve their clients and grow their businesses. WisdomTree is leveraging the latest financial infrastructure to create products that provide access, transparency and an enhanced user experience. Building on our heritage of innovation, we are also developing next-generation digital products and structures, including digital funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime^™^.
WisdomTree currently has approximately $94 billion in assets under management globally.
For more information about WisdomTree and WisdomTree Prime^™^, visit: https://www.wisdomtree.com.
Please visit us on Twitter at @WisdomTreeNews.
WisdomTree^®^ is the marketing name for WisdomTree, Inc. and its subsidiaries worldwide.
Contact Information
Media Relations
WisdomTree, Inc.
Jessica Zaloom
+1.917.267.3735
jzaloom@wisdomtree.com / wisdomtree@fullyvested.com
Investor Relations
WisdomTree, Inc.
Jeremy Campbell
+1.646.522.2602
Jeremy.Campbell@wisdomtree.com
Category: Business Update