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): December 11, 2017
WisdomTree Investments, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-10932 | 13-3487784 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number: |
(IRS Employer Identification No.) |
245 Park Avenue
35th Floor
New York, NY 10167
(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)) |
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 |
R. Jarrett Lilien
The Board of Directors of WisdomTree Investments, Inc. (the “Company”) appointed R. Jarrett Lilien to serve as Executive Vice President and Head of Emerging Technologies, effective November 27, 2017. In connection with his appointment, Mr. Lilien resigned from the Company’s Board of Directors, effective December 11, 2017.
The following executive officer changes will be effective January 1, 2018:
Peter M. Ziemba
Peter M. Ziemba, the Company’s current Executive Vice President, Chief Legal Officer and Secretary, will become the Company’s Executive Vice President – Senior Advisor to the CEO and Chief Administrative Officer. Mr. Ziemba’s compensation arrangements will remain unchanged.
Gregory Barton
Gregory Barton, the Company’s current Executive Vice President and Chief Operating Officer, will replace Mr. Ziemba as the Company’s Executive Vice President, Chief Legal Officer and Secretary. Mr. Barton’s compensation arrangements will remain unchanged.
Stuart Bell
Stuart Bell, the Company’s current Director of International Business, will replace Mr. Barton as the Company’s Executive Vice President and Chief Operating Officer. In his most recent role, which he has held since October 2016, Mr. Bell worked across all facets of the Company’s businesses in Europe, Japan and Canada where he helped drive operational alignment and execution of the Company’s strategic growth objectives. Mr. Bell joined WisdomTree in September 2007 as Manager of Public Relations, adding to his responsibilities in January 2009 as Manager of Corporate Communications and Investor Relations, and thereafter from January 2012 to October 2016 as Director of Corporate Communications and Investor Relations. Before joining the Company, Mr. Bell worked at Sloane & Company, a strategic communications and investor relations firm. He received his B.A. in History, with departmental honors and honors in general scholarship, from Trinity College where he was Phi Beta Kappa and named the President’s Fellow in History. Mr. Bell is 34 years old.
Mr. Bell is employed by the Company for an indefinite term on an “at will” basis. His current base salary is $185,000 and he is eligible to participate in any annual incentive plan established by the Company’s Board of Directors or Compensation Committee and to participate in standard Company benefit plans. He also is subject to requirements relating to employee confidentiality, assignment of inventions and non-solicitation of employees.
David Abner
David Abner, the Company’s current Head of WisdomTree Europe since August 2016, will become an Executive Vice President of the Company. He joined the Company in April 2008 as Director of Institutional Sales and Trading. In January 2012, he was appointed Head of Capital Markets, a position he held until relocating to London in August 2016 to lead WisdomTree’s European efforts. From February 2006 to March 2008, Mr. Abner was Head of ETF Trading Americas at BNP Paribas. Prior to that, he spent 14 years at Bear Stearns where he was Head of ETF Trading within the Equity Derivatives group. A renowned ETF expert, Mr. Abner has authored two books on the subject, The ETF Handbook (Wiley, 2010, 2016) and The Visual Guide to ETFs (Bloomberg, 2013). He is also the creator of the ETF Implied Liquidity function, one of the most widely-used metrics for determining the potential investable liquidity of an ETF. Mr. Abner received his M.S. in Management and a B.A. in Economics from the State University of New York at Stony Brook. Mr. Abner is 48 years old.
A copy of the press release containing information about these executive officer changes is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit 99.1 | Press Release, dated December 11, 2017 | |
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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 Investments, Inc. | ||||||
| Date: December 15, 2017 | By: | /s/ Peter M. Ziemba | ||||
| Peter M. Ziemba | ||||||
| Executive Vice President—Business and Legal Affairs, Chief Legal Officer | ||||||
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Exhibit 99.1
WisdomTree Announces Key Leadership Appointments and Organizational Changes
WisdomTree Appoints Jarrett Lilien in Newly Created Role of Executive Vice President and Head of Emerging Technologies
Expanded Operating Structure Aligns Company to Best Capitalize on Recent Initiatives
New York, NY – (GlobeNewswire) – December 11, 2017 – WisdomTree Investments, Inc. (NASDAQ: WETF) today announced key leadership appointments and organizational changes intended to optimally position the Company for strong execution and smooth integration of recent acquisitions and strategic initiatives, as well as enhance its ability for future growth. Through these organizational and leadership structure changes, WisdomTree believes it can unlock and scale innovation, and execute with greater speed, efficiency and capability to seize future strategic growth opportunities it sees in the market.
Bolstering Executive Leadership in Emerging Technologies
The Company has also announced the hiring of Jarrett Lilien as Executive Vice President – Head of Emerging Technologies. In this newly created role, Mr. Lilien will oversee WisdomTree’s outward facing technology initiatives, including its investment in and strategic relationship with AdvisorEngine Inc., and will join WisdomTree’s Executive Management Committee.
Jonathan Steinberg, WisdomTree CEO and President, said, “Jarrett has contributed immensely to WisdomTree’s strategy while serving on the Board of Directors of the Company; his distinct strengths as both a financial services visionary and operator make him a powerful addition to the Company’s executive management team. He brings valuable experience, sophistication and creativity at an important point in WisdomTree’s evolution.”
After nearly a decade of executive leadership positions at E*TRADE Financial Corporation, including serving as President and COO from 2003 to 2008, Mr. Lilien has served on WisdomTree’s Board of Directors since November 2008. In connection with this appointment, Mr. Lilien has resigned from WisdomTree’s Board and joins the executive management team. Mr. Lilien’s distinguished career spans traditional and online brokerage and banking as well as venture investing across the financial services industry with extensive global experience in the U.S., Europe and Asia. He has built industry-transforming businesses combining emerging technology and operational excellence.
Organizing for Speed, Flexibility and Strategic Alignment
The following appointments will take immediate effect and all will report to Jonathan Steinberg, WisdomTree Chief Executive Officer and President:
| • | Jarrett Lilien, as aforementioned, has joined WisdomTree’s Executive Management Committee as EVP and, Head of Emerging Technologies. In this newly created role, Mr. Lilien will oversee WisdomTree’s outward facing technology initiatives, including its investment in and strategic relationship with AdvisorEngine Inc. Mr. Lilien’s role is effective immediately. |
The following changes will be effective January 1, 2018:
| • | Peter M. Ziemba, Executive Vice President (EVP), Chief Legal Officer, becomes EVP, Senior Advisor to the CEO and Chief Administrative Officer. In this newly created role, WisdomTree’s long-time legal counsel – serving externally since 1993 and internally since 2007 – will focus his capabilities on executive governance, operational direction and strategic growth initiatives. |
| • | Gregory Barton, EVP, Chief Operating Officer, becomes EVP, Chief Legal Officer, overseeing WisdomTree’s Legal and Compliance Departments. Before rejoining the Company in 2012 as COO, Mr. Barton spent 17 years serving as General Counsel to four public companies and one private company – including serving as the Company’s General Counsel from 1998-2002. In addition, Mr. Barton was an Independent Trustee on the WisdomTree Trust Board, responsible for safeguarding the interests of investors in WisdomTree ETFs, before stepping down from that position to become WisdomTree’s COO. Mr. Barton has played an integral role in product development and governance at the Company, and will continue to do so in his new role. |
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| • | David Abner, Head of WisdomTree Europe, adds the EVP title and joins WisdomTree’s Executive Management Committee, reflecting the increased significance of the Company’s European business operations following the anticipated 2018 closing of WisdomTree’s pending acquisition of ETF Securities’ $18 billion European exchange-traded commodity, currency and short-and-leveraged business. Before relocating to London in August 2016 to lead the Company’s European efforts, Mr. Abner was Head of Capital Markets for WisdomTree since 2008, where he built an industry-leading platform and authored The ETF Handbook (Wiley, 2010) and The Visual Guide to ETFs (Bloomberg, 2013). Mr. Abner will help drive integration efforts within Europe and facilitate coordination with WisdomTree’s global business. |
| • | Stuart Bell, WisdomTree’s Director of International Business, becomes EVP, Chief Operating Officer and joins the Company’s Executive Management Committee. In his most recent role, Mr. Bell worked closely with WisdomTree’s executive team, regional heads of office, department leaders and employees across New York, London, Tokyo and Toronto to facilitate communication, optimize resources and drive well-informed decisions; making contributions in global governance and coordination, distribution and strategic analysis and planning. Previously, Mr. Bell led Investor Relations and Corporate Communications at WisdomTree since the Company’s 2011 NASDAQ listing, affording him a global perspective with an understanding of both internal and external stakeholder objectives. |
Seizing Our Unique Opportunity
“Ongoing strategic investments in geography, technology and talent have been integral to WisdomTree’s growth and success since our founding,” said Jonathan Steinberg, WisdomTree CEO and President. “The acquisition of ETF Securities’ industry-leading commodity platform and ETP business in Europe has the potential to transform our business in a meaningful way, making this the right time to augment our executive management team,” added Mr. Steinberg. “As we enter this pivotal phase in our evolution, we are fortunate to have an experienced, cohesive and deep bench from which we can draw new capabilities while enhancing existing functions. These moves support our continued growth through faster integration and execution and enhance our ability to opportunistically pursue future strategic initiatives.”
Executive Vice Presidents Amit Muni, Luciano Siracusano and Kurt MacAlpine will continue in their duties as Chief Financial Officer, Chief Investment Strategist, and Chief Distribution Officer, respectively.
About WisdomTree
WisdomTree Investments, Inc., through its subsidiaries in the U.S., Europe, Japan and Canada (collectively, “WisdomTree”), is an exchange-traded fund (“ETF”) and exchange-traded product (“ETP”) sponsor and asset manager headquartered in New York. WisdomTree offers products covering equities, fixed income, currencies, commodities and alternative strategies. WisdomTree currently has approximately $48.3 billion in assets under management globally. For more information, visit our Investor Relations website.
WisdomTree® is the marketing name for WisdomTree Investments, Inc. and its subsidiaries worldwide.
WisdomTree Contact Information
Media Relations
WisdomTree Investments, Inc.
Jessica Zaloom
+1.917.267.3735
jzaloom@wisdomtree.com
Investor Relations
WisdomTree Investments, Inc.
Jason Weyeneth, CFA
+1.917.267.3858
jweyeneth@wisdomtree.com
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