WETF WisdomTree Investments Inc

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED [●], 2023

WISDOMTREE, INC.

HOW TO VOTE

Please follow the easy instructions on your proxy card or voting instruction form to vote in any of the following ways:

A list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting on a reasonably accessible electronic network for a period of ten (10) days prior to the Annual Meeting date. Please e-mail Marci Frankenthaler, Secretary, at mfrankenthaler@wisdomtree.com if you wish to examine the stockholder list prior to the Annual Meeting.

As you may be aware, we have received notice from ETFS Capital Limited, a Jersey company (“ETFS Capital”), which owns approximately 10.2% of our common stock, expressing the intention of ETFS Capital to nominate three director candidates for election to our Board of Directors at the Annual Meeting at which three Class II and three Class III directors are to be elected (the “ETFS Capital Nominees”). We do not endorse the election of any of the ETFS Capital Nominees as directors. You may receive proxy solicitation materials from ETFS Capital or other persons or entities affiliated with ETFS Capital, including an opposition proxy statement and proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to ETFS Capital contained in any proxy solicitation materials filed or disseminated by ETFS Capital or any other statements that they may otherwise make.

Our Board of Directors does not endorse any of the ETFS Capital Nominees and unanimously recommends that you vote “FOR” the six WisdomTree nominees proposed by our Board of Directors using the WHITE proxy card and vote “WITHHOLD” on the ETFS Capital Nominees.

Our Board of Directors strongly urges you NOT to sign or return any proxy card or voting instruction form that ETFS Capital may send to you. If you do sign a proxy card or voting instruction form sent to you by ETFS Capital, however, you have the right to change your vote by using the enclosed WHITE proxy card or voting instruction form. Only the latest dated, signed proxy card or voting instruction form you vote will be counted.

PLEASE NOTE THAT THIS YEAR, YOUR PROXY CARD LOOKS DIFFERENT. IT HAS MORE NAMES ON IT THAN THERE ARE SEATS UP FOR ELECTION, UNDER NEW REQUIREMENTS CALLED A “UNIVERSAL PROXY CARD.” THIS MEANS THE COMPANY’S PROXY CARD IS REQUIRED TO LIST THE ETFS CAPITAL NOMINEES IN ADDITION TO YOUR BOARD’S NOMINEES. WE RECOMMEND THAT YOU MARK YOUR CARD CAREFULLY AND ONLY VOTE “FOR” THE WISDOMTREE NOMINEES AND PROPOSALS RECOMMENDED BY YOUR BOARD AND “WITHHOLD” ON THE ETFS CAPITAL NOMINEES.

Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the Annual Meeting, please vote and submit your proxy card or voting instruction form over the Internet or by mail.

By order of the Board of Directors,

Marci Frankenthaler, Secretary

WISDOMTREE, INC.  |  2023 PROXY STATEMENT

IMPORTANT

Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosed WHITE proxy card and return it in the enclosed postage-paid envelope promptly, or follow the instructions set forth on the enclosed WHITE proxy card to vote over the Internet.

All stockholders are invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, we respectfully urge you to vote over the Internet or sign, date and return the enclosed WHITE proxy card as promptly as possible. Stockholders who execute a proxy card may nevertheless attend the Annual Meeting, revoke their proxy and vote their shares during the Annual Meeting. “Street name” stockholders who wish to vote their shares during the Annual Meeting will need to obtain a legal proxy from the bank, broker or other nominee in whose name their shares are registered. The instructions for voting over the Internet are provided on your proxy card.

ETFS Capital has nominated three individuals for election as directors at the Annual Meeting in opposition to the nominees recommended by our Board of Directors. THE BOARD OF DIRECTORS STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM ETFS CAPITAL OR ANY PERSON OTHER THAN THE COMPANY EVEN AS A PROTEST VOTE AGAINST ETFS CAPITAL OR ANY OF ETFS CAPITAL’S NOMINEES. IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY ETFS CAPITAL, YOU MAY REVOKE IT AND VOTE FOR YOUR BOARD OF DIRECTORS’ NOMINEES AND IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS ON THE OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETING BY SUBMITTING A LATER-DATED PROXY ELECTRONICALLY BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED WHITE PROXY CARD, OR BY SIGNING, MARKING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. Any proxy card you sign and return from ETFS Capital for any reason could invalidate previous WHITE proxy cards sent by you to support our Board of Directors.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in this proxy statement.

WISDOMTREE, INC.  |  2023 PROXY STATEMENT

Table of Contents

WISDOMTREE, INC.  |  2023 PROXY STATEMENT

Unless otherwise indicated, references to “the Company,” “we,” “us,” “our” and “WisdomTree” mean WisdomTree, Inc. and its subsidiaries.

WISDOMTREE, INC.  |  2023 PROXY STATEMENT

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED [●], 2023

WISDOMTREE, INC.  |  250 WEST 34^th STREET, 3^rd FLOOR  |  NEW YORK, NY 10119

Proxy Statement for the 2023 Annual Meeting of Stockholders

TO BE HELD ON [●], 2023

Proxy Summary

This summary does not contain all the information that you should consider before voting. Please read this entire proxy statement carefully. For more information about our 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022, a copy of which is available on our investor relations website at https://ir.wisdomtree.com/sec-filings/annual-reports.

This proxy statement and our annual report is first being mailed on or about [●], 2023 to stockholders entitled to vote at the Annual Meeting.

ABOUT OUR COMPANY

WisdomTree, Inc. 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. We leverage 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 or blockchain-enabled mutual funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime^™.

CORPORATE PERFORMANCE HIGHLIGHTS

Strong Performance

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Proxy Summary

Balance Sheet Management

Environmental, Social and Governance (ESG) Leadership

Disciplined Risk Management

MISSION, VISION, VALUES

We strive to differentiate ourselves in the asset management industry through our sense of community and purpose integrated into our culture, where every employee has a voice. Guided by our mission, vision and values and a defined framework for growth, we believe we are well positioned for success.

Our mission is to deliver a better investment and financial experience through the quality of our products, solutions and engagements.

Our vision is to be the leader in the best structures and executions in financial services, including ETPs and digital assets.

Our values are grounded in

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Proxy Summary

CORPORATE SOCIAL RESPONSIBILITY

Sustainability and responsibility are embedded throughout our business, which we believe benefits our investors, employees and stockholders. We have made a firm-wide commitment to incorporate social responsibility efforts through various initiatives, including becoming a signatory to the United Nations Principles for Responsible Investment and launching funds dedicated to ESG strategies. We are engaging in responsible investing, focused on diversity, equity and inclusion, working to enhance our employee experience through training and the provision of employee benefits, investing in our community through firmwide service projects, caring for our environment and continuously striving to improve corporate governance.

We have established a committee-based approach to driving ESG initiatives across our business with oversight from our Board of Directors, the Nominating and Governance Committee and our executive management team.

WISDOMTREE, INC.  |  2023 PROXY STATEMENT    3

Proxy Summary

Included below are highlights of our ESG programs and practices. Our Corporate Social Responsibility Report, available on our investor relations website at https://resources.wisdomtree.com/corporate-social-responsibility/, provides additional details about these programs and policies and the ESG positioning of our firm as a whole.

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Proxy Summary

BOARD OF DIRECTORS HIGHLIGHTS

 

Name

Age

Gender

Demographic Background

Independent

Director Since

Other Public Company Boards

Board Committees

Audit

Compen- sation

Nominating & Governance

Class II Nominees

Lynn S. Blake

58

Female

White

✓

2022

M

Daniela Mielke

57

Female

White

✓

2022

Nuvei Corporation; The Bancorp, Inc.; FTAC Athena Acquisition Corp.

Win Neuger

73

Male

White

✓

2013

M

C

Class III Nominees

Shamla Naidoo

58

Female

Asian; Black or African American

✓

N/A

StoneBridge Acquisition Corporation

Frank Salerno

63

Male

White

✓

2005

C

Jonathan Steinberg

58

Male

White

1988

Continuing Directors

Anthony Bossone

52

Male

White

✓

2009

C*

M*

Smita Conjeevaram

62

Female

Asian

✓

2021

McGrath RentCorp; SkyWest, Inc.; SS&C Technologies Holdings, Inc.

M*

M

Harold Singleton III

61

Male

Black

✓

2022

M*

*	Financial Expert         M = Member         C = Chair

 

Gender		Demographic Background		Tenure		Independence

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Proxy Summary

The following Board Diversity Matrix presents self-disclosed diversity statistics of our director nominees and continuing directors.

Proxy Summary

WISDOMTREE, INC.  |  2023 PROXY STATEMENT    7

Proxy Summary

Proxy Summary

2022 Total Compensation Pay Mix

The following charts reflect the elements of 2022 total compensation for (i) our CEO and (ii) our other NEOs who were serving in their respective positions as of December 31, 2022 as a percentage of their total compensation. Incentive compensation paid to our CEO is most heavily weighted toward long-term equity incentives, followed by our COO, and then our other NEOs. Long-term equity awards consist of restricted stock awards and PRSUs. PRSUs granted to our CEO and COO represent 50% of the long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of the long-term equity awards granted.

Our compensation program incorporates best practices, including the following:

WISDOMTREE, INC.  |  2023 PROXY STATEMENT    9

General Information for Stockholders About the Annual Meeting

WHO IS SOLICITING MY VOTE?

The Board of Directors of WisdomTree, Inc. is soliciting your vote for the 2023 Annual Meeting of Stockholders (“Annual Meeting”).

HOW DO I ATTEND THE ANNUAL MEETING, AND MAY I ASK QUESTIONS?

The Annual Meeting will be held on [●], 2023, at [●] a.m. Eastern Time at 250 West 34^th Street, 2^nd Floor, New York, NY 10119. Any stockholder may attend the Annual Meeting. If you choose to do so, please bring your proxy card and valid picture identification.

If your shares of common stock are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and this proxy statement is being forwarded to you by your broker or nominee. As a result, your name does not appear on our list of stockholders. If your stock is held in street name, in addition to a voting instruction form and picture identification, you should bring with you a letter or account statement showing that you were the beneficial owner of the Company stock on the record date, in order to be admitted to the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

HOW MANY VOTES CAN BE CAST BY ALL STOCKHOLDERS?

[●] shares of our common stock were outstanding and entitled to be voted on [●], 2023, the record date for determining stockholders eligible to vote. Each share of common stock is entitled to one vote on each matter.

WHAT AM I VOTING ON?

There are four matters scheduled for a vote:

HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL?

Director Election Proposal. Under our by-laws, in a contested election, such as this year’s election, the directors must be elected by a plurality of the votes cast. This means that the six director nominees receiving the most “for” votes from the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors will be elected. Votes “withheld” will have no effect on the Director Election Proposal. Broker non-votes, if any, will also have no effect.

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General Information for Stockholders About the Annual Meeting

Auditor Ratification Proposal. The affirmative vote of a majority of votes cast is necessary for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions and broker non-votes, if any, will have no effect on this proposal.

Executive Compensation Proposal. The affirmative vote of a majority of votes cast is necessary for the approval of the advisory resolution to approve the compensation of our named executive officers. Abstentions and broker non-votes, if any, will have no effect on this proposal.

Rights Agreement Proposal. The affirmative vote of a majority of votes cast is necessary for the approval of the Stockholder Rights Agreement. Abstentions and broker non-votes, if any, will have no effect on this proposal.

WHAT ARE “BROKER NON-VOTES”?

If you are a beneficial owner whose shares of record are held by a bank, broker or other nominee (sometimes called “street name” or “nominee name”), you may instruct your bank, broker or other nominee how to vote your shares. If you do not give instructions to your bank, broker or other nominee, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the New York Stock Exchange (“NYSE”), banks, brokers or other nominees have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters.

Because the Annual Meeting is the subject of a contested solicitation, to the extent ETFS Capital delivers its proxy materials to a given stockholder, all proposals at the Annual Meeting are considered “non-routine”. Moreover, because all the proposals being voted on at the Annual Meeting are non-routine, if you hold your shares in the name of your bank, broker or other nominee and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a proposal to be voted on at the Annual Meeting, your bank, broker or other nominee will not be permitted to vote your shares on that proposal.

HOW IS A QUORUM REACHED?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote at the meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Votes withheld, abstentions and broker non-votes will be counted as present for quorum purposes.

WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A BENEFICIAL OWNER OF SHARES HELD IN STREET NAME?

Stockholder of record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered a “stockholder of record,” or record holder, with respect to those shares, and we sent the proxy materials directly to you.

Beneficial owner of shares held in street name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the proxy materials were forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, or nominee how to vote your shares.

WILL THERE BE A PROXY CONTEST AT THE ANNUAL MEETING?

We have received notice from ETFS Capital, which owns approximately 10.2% of our common stock, expressing the intention of ETFS Capital to nominate three director candidates for election to our Board of Directors at the Annual Meeting at which three Class II and three Class III directors are to be elected (the “ETFS Capital Nominees”). We do not

WISDOMTREE, INC.  |  2023 PROXY STATEMENT    11

General Information for Stockholders About the Annual Meeting

endorse the election of any of the ETFS Capital Nominees as directors. You may receive proxy solicitation materials from ETFS Capital or other persons or entities affiliated with ETFS Capital, including an opposition proxy statement and proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to ETFS Capital contained in any proxy solicitation materials filed or disseminated by ETFS Capital or any other statements that they may otherwise make.

You may receive multiple mailings from ETFS Capital. You will also likely receive multiple mailings from the Company prior to the date of the Annual Meeting, so that our stockholders have our latest proxy information and materials to vote. Proxy cards provided by the Company will be WHITE. Please see “What should I do if I receive a proxy card from ETFS Capital?” and “What does it mean if I receive more than one WHITE proxy card or voting instruction form?” below for more information.

WHAT SHOULD I DO IF I RECEIVE A PROXY CARD FROM ETFS CAPITAL?

Our Board does not endorse any of the ETFS Capital Nominees and strongly urges you NOT to sign or return any proxy card or voting instruction form that you may receive from ETFS Capital or any person other than the Company.

HOW DO I VOTE?

For the Director Election Proposal you may either vote “For” or “Withhold”. For each of the other proposals, you may either vote “For” or “Against” or abstain from voting.

The Board of Directors recommends that you vote:

Votes cast by proxy or during the Annual Meeting will be counted by the person(s) we appoint to act as inspector of election for the meeting. The inspector of election will count all votes “for”, “withheld”, and “against,” as well as abstentions and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote by attending the Annual Meeting or vote by proxy over the Internet or by returning an executed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You still may attend the Annual Meeting and vote during the Annual Meeting even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Other Nominee

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, these proxy materials along with a voting instruction form are being provided by that organization rather than the Company. Simply

12    WISDOMTREE, INC.  |  2023 PROXY STATEMENT

General Information for Stockholders About the Annual Meeting

follow the instructions and mail the voting instruction form or vote over the Internet to ensure that your vote is counted. To vote by attending the Annual Meeting, you must obtain a valid legal proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a legal proxy.

WHAT HAPPENS IF I DO NOT VOTE?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing and mailing your proxy card, over the Internet, or by attending the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Other Nominee

If you are a beneficial owner and do not instruct your broker, bank, or other nominee how to vote your shares by completing and mailing the voting instruction form or voting over the Internet, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Because the Annual Meeting is the subject of a contested solicitation, to the extent ETFS Capital delivers its proxy materials to a given stockholder, all proposals at the Annual Meeting are considered “non-routine” and therefore your bank, broker or other nominee does not have the authority to vote on a proposal at the Annual Meeting if you do not provide voting instructions with respect to such proposal.

WHAT IF I RETURN A PROXY CARD OR VOTING INSTRUCTION FORM OR OTHERWISE VOTE BUT DO NOT MAKE SPECIFIC CHOICES?

If you return a signed and dated proxy card or voting instruction form without marking voting selections, your shares will be voted, as applicable:

WHAT HAPPENS IF I RETURN A UNIVERSAL PROXY CARD BUT GIVE VOTING INSTRUCTIONS FOR MORE THAN SIX NOMINEES?

If you are a stockholder of record and you vote “FOR” more than six nominees on your WHITE proxy card, your votes on the Director Election Proposal will be invalid and will not be counted. If you are a beneficial holder and you vote “FOR” more than six nominees on your WHITE voting instruction form, your votes on the Director Election Proposal will be invalid and will not be counted.

WHAT HAPPENS IF I RETURN A UNIVERSAL PROXY CARD BUT GIVE VOTING INSTRUCTIONS FOR FEWER THAN SIX NOMINEES?

If you are a stockholder of record and you vote “FOR” with respect to fewer than six nominees on your WHITE proxy card, your shares will only be voted “FOR” those nominees you have so marked. If you are a beneficial holder and you vote “FOR” with respect to fewer than six nominees on your WHITE voting instruction form, your shares will only be voted “FOR” those nominees you have so marked.

WISDOMTREE, INC.  |  2023 PROXY STATEMENT    13

General Information for Stockholders About the Annual Meeting

WHO PAYS FOR THE COST OF SOLICITING PROXIES?

The entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this proxy statement, the WHITE proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Company, will be borne by the Company. Copies of solicitation material will be furnished to banks, brokerage firms, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our 2022 Annual Report, which includes our Form 10-K for the year ended December 31, 2022, to beneficial owners. In addition, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

We have engaged the proxy solicitation firm of Innisfree M&A Incorporated (“Innisfree”) to solicit proxies from stockholders in connection with the Annual Meeting. Innisfree expects that approximately [●] of its employees will assist in the solicitation of proxies. We will pay Innisfree a fee not to exceed $[●] plus costs and expenses. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

We estimate that our additional out-of-pocket expenses beyond those normally associated with soliciting proxies for the Annual Meeting as a result of the potential proxy contest will be $[●] in the aggregate, of which approximately $[●] has been incurred to date. Such additional solicitation costs are expected to include the fees incurred to retain Innisfree as our proxy solicitor, as discussed above, fees of outside legal, financial and public relations advisors to advise the Company in connection with a possible contested solicitation of proxies, increased mailing costs, such as the costs of additional mailings of solicitation materials to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage firms and other agents incurred in forwarding solicitation materials to beneficial owners, as described above, and the costs of retaining an independent inspector of election.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE WHITE PROXY CARD OR VOTING INSTRUCTION FORM?

You may receive more than one set of these proxy materials, including multiple copies of this proxy statement and multiple WHITE proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one WHITE proxy card. To ensure that all of your shares are voted, please vote using each WHITE proxy card or voting instruction form you receive or, if you vote over the Internet, you will need to enter each of your control numbers. Remember, you may vote over the Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided, or by voting at the Annual Meeting.

As previously noted, ETFS Capital has provided us with a notice indicating that it intends to nominate three director candidates for election as directors at the Annual Meeting at which three Class II and three Class III directors are to be elected. As a result, you may receive proxy cards from both the Company and ETFS Capital. To ensure that stockholders have our latest proxy information and materials to vote, the Board may conduct multiple mailings prior to the date of the Annual Meeting, each of which will include a WHITE proxy card. The Board encourages you to vote each WHITE proxy card you receive.

THE BOARD STRONGLY URGES YOU TO REVOKE ANY PROXY CARD OR VOTING INSTRUCTION FORM YOU MAY HAVE RETURNED WHICH YOU RECEIVED FROM ETFS CAPITAL.

THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM ETFS CAPITAL, EVEN AS A PROTEST VOTE AGAINST ETFS CAPITAL OR ETFS CAPITAL’S NOMINEES.

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General Information for Stockholders About the Annual Meeting

CAN I CHANGE MY VOTE OR REVOKE MY PROXY?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?

We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the proxies will have discretionary authority to vote the shares represented by such proxies in their best judgment, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

WHAT HAPPENS IF THE ANNUAL MEETING IS POSTPONED OR ADJOURNED?

Your proxy may be voted at the postponed or adjourned meeting. You will be able to change your proxy until it is voted.

WHAT IS THE DEADLINE TO PROPOSE ACTIONS FOR CONSIDERATION OR TO NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS?

Requirements for stockholder proposals to be considered for inclusion in our proxy materials

Stockholders who wish to present proposals for inclusion in our proxy materials for our 2024 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. Our Secretary must receive stockholder proposals intended to be included in our proxy statement and form of proxy relating to our 2024 annual meeting of stockholders made under Rule 14a-8 by [●], 2024. Any proposal of business must be mailed to Marci Frankenthaler, Secretary, WisdomTree, Inc., 250 West 34^th Street, 3^rd Floor, New York, NY 10119. We also encourage you to submit any such proposals by email to mfrankenthaler@wisdomtree.com.

Requirements for director nominations to be considered for inclusion in our proxy materials

Our by-laws permit a stockholder, or a group of up to 20 stockholders, who meet the eligibility requirements of our by-laws to utilize our “proxy access” by-law provision. “Proxy access” can be used to nominate up to the greater of two nominees or 25% of the total number of directors who are members of the Board as of the date that the stockholder(s) notifies us of the intent to utilize proxy access (the “proxy access notice”). Director nominations submitted under this by-law provision must be delivered to us no earlier than [●], 2024, and no later than [●], 2024. The proxy access notice must

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General Information for Stockholders About the Annual Meeting

comply with the requirements in our by-laws. To be eligible to utilize our proxy access by-law provision, the stockholder(s) must have continuously owned at least 3% of our outstanding common stock for at least three years as of the date of the proxy access notice. Consistent with standard market practice, proxy access is only available to eligible stockholders who acquired our common stock in the ordinary course of business and not with the intent to change or influence control at WisdomTree and who do not presently have such intent.

Requirements for stockholder proposals and director nominations to be brought before an annual meeting

It is the policy of our Nominating and Governance Committee to consider nominations for candidates to our Board of Directors that are properly submitted by our stockholders in accordance with our by-laws. Under our current by-laws, proposals of business other than those to be included in our proxy materials following the procedures described in Rule 14a-8 and nominations for directors may be made by any stockholder who was a stockholder of record at the time of the giving of notice provided for in our by-laws, who is entitled to vote at the meeting, who is present in person or by proxy at the meeting and who complies with the notice procedures set forth in our by-laws (i.e., notice must be timely given and contain the information required by the by-laws). To be timely, a notice with respect to the 2024 annual meeting of stockholders must be delivered to our Secretary no earlier than [●], 2024 and no later than [●], 2024, unless the date of the 2024 annual meeting of stockholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the Annual Meeting, in which event the by-laws provide different notice requirements. Any proposal of business or nomination must be mailed to Marci Frankenthaler, Secretary, WisdomTree, Inc., 250 West 34^th Street, 3^rd Floor, New York, NY 10119. We also encourage you to submit any such proposal of business or nomination by email to mfrankenthaler@wisdomtree.com.

In addition to the requirements set forth above, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice by the same deadline noted above to submit a notice of nomination at an annual meeting of stockholders. Such notice must comply with the additional requirements of Rule 14a-19(b).

Recommendation of Director Candidates by Stockholders

The Nominating and Governance Committee will evaluate candidates for the position of director recommended by stockholders in the same manner as candidates from other sources and will determine whether to interview any candidates or seek any additional information.

WHO SHOULD I CALL IF I HAVE ANY ADDITIONAL QUESTIONS?

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 750-5836.

POLICIES ON REPORTING CONCERNS ABOUT ACCOUNTING AND OTHER MATTERS AND COMMUNICATING WITH NON-EMPLOYEE DIRECTORS

Our Board of Directors and Audit Committee have adopted policies on reporting concerns regarding accounting and other matters and on communicating with the non-employee directors. Any person, including any employee, who has a concern about the conduct of WisdomTree or any of its people, including with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern to Anthony Bossone, the Audit Committee chair, who is the designated contact for these purposes. Contact may be made by writing to him, care of the Audit Committee, at our offices at 250 West 34^th Street, 3^rd Floor, New York, NY 10119, or by email at auditcommittee@wisdomtree.com. Any interested party, including any employee, who wishes to communicate directly with the presiding director of the executive sessions of our non-employee directors, or with our non-employee directors as a group, may contact Frank Salerno, Chair of the Board of Directors, by writing to him, care of the Chair of the Board, at our offices using the above address, or by email at WTIchairman@wisdomtree.com.

16    WISDOMTREE, INC.  |  2023 PROXY STATEMENT

General Information for Stockholders About the Annual Meeting

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available on the SEC’s website at https://www.sec.gov. You may also read and find a copy of any document we file with the SEC on our investor relations website at https://ir.wisdomtree.com/sec-filings.

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of ours under the Securities Act of 1933 (the “Securities Act”), or the Exchange Act, the sections of this proxy statement entitled “Audit Committee Report,” to the extent permitted by the rules of the SEC, and “Compensation Committee Report” will not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS

In accordance with a notice sent to certain of our stockholders who share a single address, only one copy of this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022, is being sent to that address unless we have received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs and help conserve our natural resources. However, any stockholder residing at such an address who wishes to receive a separate copy of this proxy statement or our Annual Report may send a request in writing to WisdomTree, Inc., 250 West 34^th Street, 3^rd Floor, New York, NY 10119, Attention: Marci Frankenthaler, Secretary, or by email to mfrankenthaler@wisdomtree.com, and we will deliver those documents promptly upon receiving the request. Any such stockholder also may contact our Secretary to receive separate proxy statements, annual reports or Notices of Internet Availability of Proxy Materials, as applicable, in the future. If you are receiving multiple copies of our annual reports and proxy statements, you may request householding in the future by contacting our Secretary.

HOW CAN I OBTAIN ELECTRONIC ACCESS TO THE PROXY MATERIALS?

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022 are available on our investor relations website at https://ir.wisdomtree.com/company-information/annual-reports-proxy.

IMPORTANT

ETFS Capital may send you solicitation materials in an effort to solicit your vote to elect up to three of the ETFS Capital Nominees to the Board at the Annual Meeting at which three Class II and three Class III directors are to be elected. THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM ETFS CAPITAL OR ANY PERSON OTHER THAN THE COMPANY.

Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please vote using the enclosed WHITE proxy card and vote “FOR” the six WisdomTree nominees.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in this proxy statement.

WISDOMTREE, INC.  |  2023 PROXY STATEMENT    17

Background of the Solicitation

The following chronology summarizes the key contacts between the Company and ETFS Capital. This summary does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s advisors, or representatives of ETFS Capital and their advisors relating to the solicitation.

Board Composition and Refreshment

The Board and the Company’s Nominating and Governance Committee (for purposes of this section, the “Nominating Committee”) continually seek to identify, evaluate and recommend candidates to become members of the Board with the goal of creating a balance of knowledge, experience and diversity. Candidates are selected for, among other things, their knowledge, skills, abilities, independence, character, diversity (inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation), demonstrated leadership and experience useful to the oversight of the Company’s business in the context of the needs of the Board, as further discussed in “Director Criteria, Qualifications and Experience.” In addition, director nominees are selected to have complementary, rather than overlapping, skill sets. Through this skills-based approach, the Nominating Committee focuses on reviewing the skill set of our then-existing directors and adding directors to our Board who would bring new perspectives and broaden the experience of the Board. The Nominating Committee actively seeks to identify candidates who would strengthen the ability of our Board to offer practical business advice and strategic guidance to management and fulfill its fiduciary duties to stockholders. The Nominating Committee believes having personal knowledge of or exposure to a potential candidate is important in understanding the potential candidate’s skill set and qualifications and how the potential candidate would interact with others on the Board.

Accordingly, the Board proactively added five new independent and diverse directors to the Board since January 2021. Smita Conjeevaram, an experienced financial services executive with a background in fintech, disruptive technologies and financial innovation and a track record of success in guiding companies through significant growth, was added in January 2021. Harold Singleton III, an executive with more than 30 years of experience in the investment and portfolio management industries and expertise spanning global markets and environmental, social and governance (“ESG”) strategies, was added in January 2022. Daniela Mielke, a seasoned executive with decades of experience as an executive, founder, board member and advisor to fintech, commerce, payment processing and finance companies, was added to the Board in September 2022. As discussed below, pursuant to the Cooperation Agreement with ETFS Capital, the Board agreed to increase its size by two directors to a total of nine directors and appoint Lynn S. Blake and Deborah A. Fuhr as independent members of the Board (the “2022 Group Designees”), effective on May 25, 2022. Ms. Blake’s qualifications to serve on the Board include her expertise in investment management, including her experience with ESG investment strategies, and her many years of experience in leadership positions in the asset management industry.

The ETFS Acquisition and Standstill Period

In April 2018, Graham Tuckwell and his affiliate, ETFS Capital, became stockholders of the Company as a result of the Company’s acquisition of ETFS Capital’s European ETC Business in exchange for cash and shares of the Company’s common stock and Series A non-voting convertible preferred stock (the “ETFS Acquisition”). In connection with the ETFS Acquisition, the Company assumed an obligation for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058, and thereafter reduced to 6,333 ounces of gold per year continuing into perpetuity (the “Contractual Gold Payments”). Also in connection with the ETFS Acquisition, the Company and ETFS Capital entered into an Investor Rights Agreement, pursuant to which, among other things, Mr. Tuckwell and ETFS Capital agreed to be subject to lock-up, standstill and voting restrictions. In addition, the Company and Mr. Tuckwell entered into a noncompete agreement that prohibited Mr. Tuckwell from directly or indirectly engaging in any business competitive with the Company or soliciting or hiring employees of the Company for a period of two years.

On April 11, 2018, Mr. Tuckwell and ETFS Capital filed a Schedule 13G with the SEC reporting passive beneficial ownership of 9.9% of the Company’s outstanding common stock.

From April 2018 through January 2022, the Company held at least 30 meetings and calls with Mr. Tuckwell, covering a broad range of topics, including the Company’s business, financial performance and strategy for the future.

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Background of the Solicitation

In June 2020, Mr. Tuckwell informed the Company that he was disappointed in the Company’s operating results and suggested that the Board consider removing Jonathan Steinberg as Chief Executive Officer and appointing Mr. Tuckwell as a director. The Board rejected Mr. Tuckwell’s suggestions to remove Mr. Steinberg and appoint Mr. Tuckwell.

On April 11, 2021, the standstill provisions under the Investor Rights Agreement expired.

The 2022 Group Campaign and Nominations

On January 18, 2022, at Mr. Tuckwell’s request, Frank Salerno, the non-executive Chair of the Board, and Win Neuger, an independent director of the Board, spoke with Mr. Tuckwell. Mr. Tuckwell requested that the Company make certain Board and management changes, including, among others, to appoint Mr. Tuckwell to the Board. Mr. Tuckwell also requested that Mr. Steinberg be replaced as the Company’s Chief Executive Officer. Mr. Tuckwell indicated that if such changes were not made, he intended to nominate candidates for election as directors at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) and wage a proxy contest.

On January 24, 2022, Mr. Tuckwell and ETFS Capital filed a Schedule 13D with the SEC, converting their previously filed Schedule 13G to a Schedule 13D and disclosing beneficial ownership of 10.5% of the Company’s outstanding common stock (the “Schedule 13D”).

On March 10, 2022, Mr. Tuckwell, ETFS Capital and Lion Point Capital, LP (“Lion Point,” together with ETFS Capital and the other participants in ETFS Capital’s 2022 proxy solicitation, the “2022 Group”) filed with the SEC an amended Schedule 13D to disclose that they entered into a group agreement in connection with their collective efforts to seek changes to the composition of the Board and management of the Company. The amended Schedule 13D disclosed that the 2022 Group beneficially owned in the aggregate 13.6% of the Company’s outstanding common stock. Mr. Tuckwell and ETFS Capital reported combined beneficial ownership of 10.5% of the Company’s outstanding common stock.

On March 13, 2022, the Board unanimously adopted a narrowly tailored, limited duration stockholder rights plan (the “2022 Stockholder Rights Plan”).

On March 22, 2022, the 2022 Group filed an amended Schedule 13D with the SEC disclosing its intent to nominate three candidates to stand for election to the Board at the 2022 Annual Meeting: Mr. Tuckwell, Lynn S. Blake and Deborah A. Fuhr.

From March 29 through May 4, 2022, two members of the Board, Mr. Salerno and Ms. Conjeevaram, with input and authorization from the Board, had 13 meetings with the 2022 Group regarding potential settlement of the proxy contest. As a result of their discussions, the parties reached a final definitive cooperation agreement, exchanged signature pages and had planned to announce publicly the cooperation agreement on May 4, 2022.

On May 4, 2022, a representative of the 2022 Group sent an email to Mr. Salerno and Ms. Conjeevaram stating that the 2022 Group would not sign the cooperation agreement and that the 2022 Group instead would be issuing a press release announcing its intention to file proxy materials for a contested 2022 Annual Meeting. Moments later, the 2022 Group issued a press release and open letter to the Board, which discussed the 2022 Group’s views regarding the nature of the cooperation agreement and the discussions with the Company.

On May 5, 2022, the Company issued a press release responding to the 2022 Group’s May 4, 2022 press release and providing its views regarding the discussions that had taken place between representatives of the Company and the 2022 Group regarding the cooperation agreement.

On May 25, 2022, following further discussions between the Company and the 2022 Group, the Company entered into a Cooperation Agreement with the 2022 Group (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, the Company agreed to increase the size of the Board by two directors to a total of nine directors and appoint Mses. Blake and Fuhr as independent members of the Board, with Ms. Blake to be appointed to the Compensation Committee and Ms. Fuhr to be appointed to the Nominating Committee of the Board. Additionally, the Board formed a four-member Operations and Strategy Committee of the Board (for purposes of this section, the “Operations Committee”) to make

WISDOMTREE, INC.  |  2023 PROXY STATEMENT    19

Background of the Solicitation

formal recommendations to the Board on matters including (i) operational improvement opportunities, (ii) Company strategy and (iii) if the Operations Committee so determined, management changes. The members of the Operations Committee were the 2022 Group Designees along with two other independent directors of the Board.

Under the Cooperation Agreement, the Company also agreed to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation at the 2022 Annual Meeting to declassify the Board and provide for the annual election of directors over a two-year period starting at the 2022 Annual Meeting, which was approved by our stockholders at the 2022 Annual Meeting held on July 15, 2022. Pursuant to the Cooperation Agreement, the Company also agreed to terminate the 2022 Stockholder Rights Plan, which was terminated on June 2, 2022. The 2022 Group also agreed to abide by customary standstill provisions and voting commitments.

The 2022 Group Cooperation Period

Between August 10, 2022 and December 13, 2022, the Operations Committee met numerous times as a group, with management and with the Board, including 15 management presentations, and in doing so conducted a thorough, independent review of the Company’s efficiency and operations, M&A and digital assets strategies, capital deployment, budget process, global sales, models, product development and compensation and culture.

On August 16, 2022, the 2022 Group made a presentation to the non-management members of the Board, which included the 2022 Group’s recommendations for operational improvements.

On November 1, 2022, the 2022 Group made a second presentation to the non-management members of the Board regarding the 2022 Group’s views on the Company’s digital assets strategy.

On November 22, 2022, the Board held a meeting in which the Operations Committee presented its recommendations to the Board.

On December 15, 2022, the Board held a meeting in which it discussed and commenced voting on the recommendations of the Operations Committee.

On December 16, 2022, ETFS Capital and Mr. Tuckwell filed an amendment to their Schedule 13D disclosing that they were no longer members of a group with Lion Point.

On December 18, 2022, the Board continued its prior meeting to discuss the recommendations of the Operations Committee and concluded voting on such recommendations.

On December 21, 2022, the Board issued a letter to stockholders, which described the Company’s 2022 accomplishments and the work of the Operations Committee. The Board announced that it unanimously supported the Company’s management team and the current strategy and plan for stockholder value creation. The letter also announced that, as recommended by the Operations Committee, the Operations Committee would be dissolved by December 31, 2022.

On February 3, 2023, the Company announced it was in negotiations with the World Gold Council (the “WGC”) to settle its obligation to pay the portion of the Contractual Gold Payments that is ultimately received by the WGC.

The 2023 ETFS Capital Campaign and Nominations

On March 9, 2023, ETFS Capital requested from the Company the Company’s form of director and officer questionnaire and form of stockholder nominee representation and agreement, which are required for stockholders to submit director nominations as referenced in the Company’s by-laws, and which were subsequently provided by the Company.

Also on March 9, 2023, Martyn James, a managing director of ETFS Capital, contacted Mr. Singleton and requested a one-on-one conversation with Mr. Singleton.

On March 10, 2023, Messrs. Singleton and James had a discussion in which Mr. James informed Mr. Singleton that ETFS Capital intended to nominate candidates for election as directors to the Board at the upcoming Annual Meeting in opposition to the nominees recommended by the Board. Mr. James noted that ETFS Capital intended to make these nominations despite ETFS Capital’s interest in reaching a settlement with the Company to avoid a proxy contest. Mr. Singleton responded that he would inform the Board of their conversation.

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Background of the Solicitation

On March 13, 2023, the Board met together with members of Company management and the Company’s advisors to discuss the recent interactions with ETFS Capital. The Board discussed the recent discussion with ETFS Capital, the history of the interactions between the Company and ETFS Capital, the fact that the standstill period under the Cooperation Agreement would expire on March 17, 2023 and that ETFS Capital intended to nominate a competing slate of directors for election at the Annual Meeting. In light of these factors, among others, the Board also discussed the possibility of approving, following the expiration of the standstill period, a limited duration, narrowly tailored stockholders rights plan substantially similar to the rights plan adopted by the Board the previous year. The Board also authorized Mr. Singleton to inform ETFS Capital that the Board was updated on the discussion between ETFS Capital and Mr. Singleton and that the Board welcomed engagement with stockholders.

Later on March 13, 2023, Mr. Singleton informed Mr. James that he had updated the Board about their discussion and that the Board welcomed stockholder engagement.

On March 15, 2023, Mr. James contacted Mr. Singleton requesting to speak again in the next few days, either with only Mr. Singleton or along with other Board members.

Between March 15, 2023 and April 12, 2023, members of the Nominating Committee, as well as other members of the Board and members of Company management, interviewed Shamla Naidoo, among other potential director candidates sourced in consultation with a corporate director search firm.

On March 17, 2023, the standstill provisions under the Cooperation Agreement expired.

Later on March 17, 2023, the Board met together with members of Company management and the Company’s advisors to further discuss and consider the situation with ETFS Capital. The Board received an update on ETFS Capital’s request for a follow-up discussion with the Company. The Board also discussed steps that could be taken to avoid a proxy contest with ETFS Capital. Following discussion, the Board authorized Mr. Singleton, Mr. Salerno and Ms. Conjeevaram to have discussions with ETFS Capital. Following further discussion, and in consideration of the matters discussed at this meeting and the prior March 13, 2023 Board meeting, the Board unanimously approved the Company’s entry into a limited duration, narrowly tailored stockholders rights agreement substantially similar to the rights plan adopted by the Board the previous year. The Company then announced the adoption of the limited duration stockholder rights plan.

On March 17, 2023, Mr. Singleton contacted Mr. James and informed him that he along with Mr. Salerno and Ms. Conjeevaram would be open to meeting with ETFS Capital and that although the Board had adopted a stockholder rights plan, the Board was open to settlement discussions with ETFS Capital to avoid a proxy contest.

On March 24, 2023, Ms. Conjeevaram, Mr. Salerno and Mr. Singleton had a discussion with Messrs. James and Tuckwell. Messrs. James and Tuckwell reiterated that ETFS Capital intended to nominate director candidates and was prepared for a proxy contest. Messrs. James and Tuckwell also demanded that the Company make a settlement proposal that included the resignation of three incumbent directors and the addition of three unidentified ETFS Capital director candidates to the Board. The Company directors requested that ETFS Capital disclose the identities of the candidates so that the Board could properly evaluate their respective experience, qualifications and skill sets consistent with the Board’s customary approach to evaluating potential Board members. Messrs. James and Tuckwell responded that ETFS Capital would not reveal the identities of its director candidates until a settlement framework with the Company was in place. Mr. Tuckwell also demanded that the Company and ETFS Capital work to resolve the matter of the Contractual Gold Payments simultaneously with proxy contest settlement discussions.

On March 29, 2023, the Board met together with members of Company management and the Company’s advisors to receive an update on the discussion with ETFS Capital and to further review and consider ETFS Capital’s demands. Following discussion, the Board formulated a response to ETFS Capital and authorized Mr. Singleton, Mr. Salerno and Ms. Conjeevaram to continue discussions with, and convey the Board’s views to, ETFS Capital. Also at this meeting, the Board unanimously approved the formation of a committee of the Board to manage and oversee matters related to the Annual Meeting, including a potential proxy contest with ETFS Capital (the “Committee”). The Board appointed Ms. Conjeevaram, Mr. Salerno, Mr. Singleton, Mr. Steinberg and Mr. Neuger as members of the Committee.

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Background of the Solicitation

On March 31, 2023, Ms. Conjeevaram, Mr. Salerno and Mr. Singleton had a discussion with Messrs. James and Tuckwell, in which they informed Messrs. James and Tuckwell that while the Board was open to discussion of a potential settlement and would consider any director candidates that ETFS Capital proposed in a timely manner, the Board did not believe it was in the best interest of all of the Company’s stockholders for the Company to present an initial settlement proposal without a better understanding of what ETFS Capital sought to achieve and the identities of ETFS Capital’s proposed director candidates. The Company directors asked ETFS Capital to make an initial proposal for the Board to consider. Messrs. James and Tuckwell responded that their new proposed settlement framework consisted of the resignation of four incumbent directors to be replaced by three directors selected by ETFS Capital and one director mutually agreeable to ETFS Capital and the Company. Messrs. James and Tuckwell also questioned why the Company engaged with the WGC on the Contractual Gold Payments matter, but not with ETFS Capital. The Company directors explained that the Contractual Gold Payments were not germane to a potential proxy contest, or to any settlement discussion, and that the other stockholders of the Company did not share ETFS Capital’s financial interest in the Contractual Gold Payments. Mr. Salerno reminded Mr. Tuckwell that the Company’s management had engaged in discussions with him regarding the Contractual Gold Payments in the past and Mr. Tuckwell had rebuffed the Company’s offer. The Company directors then added that Mr. Tuckwell should discuss the Contractual Gold Payments with Company management.

On April 4, 2023, Bryan Edmiston, the Company’s Chief Financial Officer, and R. Jarrett Lilien, the Company’s President and Chief Operating Officer, had a meeting with Mr. Tuckwell and James Hyett, Chief Financial Officer of ETFS Capital, to discuss the Contractual Gold Payments.

On April 5, 2023, Mr. James contacted Mr. Singleton to inquire about the Board’s response to ETFS Capital’s latest proposed settlement framework, to reiterate that ETFS Capital would consider the Company’s request to share the identities of ETFS Capital’s nominees subject to making progress on a settlement framework, and requested confirmation on whether the Company would extend its advance notice deadline for nomination of directors.

On April 6, 2023, as authorized by the Committee, Mr. Singleton responded to Mr. James that the Board remained open to engaging in additional discussions and continued to be willing to consider ETFS Capital’s director candidates if ETFS Capital chose to share their names with the Board. Mr. Singleton informed Mr. James that ETFS Capital’s latest proposed framework represented unnecessary and excessive change that would introduce excessive risk to stockholders given the significant level of Board refreshment already completed over the last few years. Mr. Singleton also informed Mr. James that the Board did not see a reason to extend the advance notice deadline for nominating directors.

On April 7, 2023, Mr. James contacted Mr. Singleton and inquired how many of the Company’s four incumbent directors up for election at the Annual Meeting would the Board agree not to re-nominate as part of a potential settlement agreement, the names of such incumbent directors, and at a minimum whether one of those directors would be Mr. Salerno. In addition, Mr. James stated his belief that ETFS Capital had sufficient votes to remove all four incumbent directors up for election.

Later on April 7, 2023, as authorized by the Committee, Mr. Singleton responded to Mr. James that the Board remained open to engaging in additional settlement discussions with ETFS Capital, and as the Board previously indicated, continued to be willing to consider ETFS Capital’s director nominees if ETFS Capital chose to share their names with the Board.

On April 12, 2023, ETFS Capital delivered to the Company a notice (the “Nomination Notice”) of ETFS Capital’s intention to nominate three candidates to stand for election to the Board at the Annual Meeting: Bruce E. Aust, Tonia Pankopf and Graham Tuckwell AO (the “ETFS Capital Nominees”). Until that date, ETFS Capital had not previously disclosed the names of Mr. Aust and Ms. Pankopf to the Company. Also on April 12, 2023, ETFS Capital issued an open letter to the Board and a press release announcing its nomination of the ETFS Capital Nominees and disclosing its letter to the Board.

Later on April 12, 2023, the Company issued a press release confirming its receipt of the Nomination Notice.

On April 14, 2023, ETFS Capital filed an amendment to its Schedule 13D disclosing the Nomination Notice and its recent letter to the Board.

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Background of the Solicitation

Also on April 14, 2023, ETFS Capital’s counsel delivered to the Company a purported demand letter to inspect a list of the Company’s stockholders and related documents, pursuant to Section 220 of the Delaware General Corporation Law.

Also on April 14 and 16, 2023, Messrs. Edmiston and Lilien had a meeting with Messrs. Tuckwell and Hyett to discuss further the Contractual Gold Payments.

On April 17, 2023, Messrs. Edmiston and Lilien had interactions with both Mr. Tuckwell and the WGC regarding the Contractual Gold Payments.

Later on April 17, 2023, the Nominating Committee met to consider potential new director candidates and the nomination of candidates for election at the Annual Meeting. The Nominating Committee discussed its evaluation of the ETFS Capital Nominees. Following its review and evaluation of the ETFS Capital Nominees, the Nominating Committee unanimously determined not to recommend that the ETFS Capital Nominees be included in the Board’s slate of director nominees for the Annual Meeting. The Nominating Committee also discussed the feedback and interviews regarding potential new director candidates interviewed by the Nominating Committee and other members of the Board. Following discussion, the Nominating Committee determined to recommend that the following nominees be included in the Board’s slate of director nominees for the Annual Meeting: Lynn S. Blake, Daniela Mielke and Win Neuger as Class II directors, and Shamla Naidoo, Frank Salerno and Jonathan Steinberg as Class III directors.

Later on April 17, 2023, the Board met, together with members of management and advisors, to discuss the nomination of directors at the Annual Meeting, among other matters. The Nominating Committee discussed its review and evaluation of the ETFS Capital Nominees and other potential new director candidates. Following discussion, the Nominating Committee made its recommendation of nominees to be included in the Board’s slate of director nominees for the Annual Meeting. Following discussion and its review and evaluation of the potential candidates, the Board nominated Lynn S. Blake, Daniela Mielke and Win Neuger as director nominees to stand for election as Class II directors, and Shamla Naidoo, Frank Salerno and Jonathan Steinberg to stand for election as Class III directors. The Board also discussed steps that could be taken to avoid the expense and distraction of a potential proxy contest with ETFS Capital.

On April 19, 2023, the Company filed this preliminary proxy statement with the SEC.

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