Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2014, at the 2014 Annual Meeting of Stockholders of WisdomTree
Investments, Inc. ("Company"), the Company's stockholders approved the 2014
Annual Incentive Compensation Plan (the "2014 Plan"). The 2014 Plan provides
that the Compensation Committee will determine the amount of the award payable
to the Company's executive officers which shall be paid, in the Compensation
Committee's discretion, in cash or, to the extent permissible under a
stockholder-approved stock plan of the Company, in stock based awards under such
plan. The board of directors approved the 2014 Plan subject to stockholder
approval. Stockholder approval was obtained in order to comply with the
applicable requirements of The NASDAQ Stock Market, Inc. and to qualify certain
awards made to certain officers as deductible for federal income tax purposes
under Internal Revenue Code Section 162(m). Additional details about the 2014
Plan are set forth in Company's definitive Proxy Statement on Schedule 14A, as
filed with the Securities and Exchange Commission on April 30, 2014 ("Proxy
Statement"). The foregoing description is qualified in its entirety to the full
text of the 2014 Plan which is set forth in Appendix A to the Company's Proxy
Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2014 Annual Meeting of Stockholders on June 27, 2014. A
total of 121,638,451, shares of the Company's common stock were present or
represented by proxy at the Annual Meeting, representing approximately 91% of
the total outstanding common stock. At the Annual Meeting, the stockholders
voted on the following three proposals and cast their votes as described below.
1. The Company's stockholders elected each of the following three nominees as
Class III members to the Board of Directors of the Company to hold office
until the 2017 annual meeting of stockholders and until their respective
successors have been duly elected and qualified.
NAME FOR WITHHELD ABSTAIN NON-VOTES
R. JARRETT LILIEN 105,782,270 985,604 1,032,056 13,838,521
FRANK SALERNO 105,791,086 976,789 1,032,055 13,838,521
JONATHAN L. STEINBERG 105,788,499 979,476 1,031,955 13,838,521
2. The Company's stockholders ratified the selection of Ernst & Young LLP,
independent accountants, to audit the consolidated financial statements of
the Company for the year ending December 31, 2014.
FOR AGAINST ABSTAIN
120,607,140 160,150 871,161
3. The Company's stockholders approved the Company's 2014 Annual Incentive
FOR AGAINST ABSTAIN BROKER NON-VOTES
105,443,957 1,391,576 964,397 13,838,521
Item 9.01 Financial Statements and Exhibits
Exhibit 10.37 WisdomTree Investments, Inc.
2014 Annual Incentive Compensation
(1) Incorporated by reference to Appendix A to the Registrant's Definitive Proxy
Statement (Schedule 14A) filed with the SEC on April 30, 2014.