UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

WisdomTree Investments, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

WisdomTree Investments, Inc.

245 Park Avenue, 35^th Floor

New York, New York 10167

April 30, 20182021

Dear Stockholder:

We are pleased to invite you to the WisdomTree Investments, Inc. (“WisdomTree” or the “Company”) 2018 Annual Meeting2021 annual meeting of Stockholdersstockholders to be held on June 19, 201817, 2021 at 11:00 a.m. Eastern Time. This year’s Annual MeetingAs we have done for the past 7 years, the annual meeting will be a completely virtual meeting of stockholders heldconducted virtually over the Internet. You will be able to attend the Annual Meeting,annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/wisdomtree18wisdomtree21 and entering your16-digit control number.

Similar to last year, mostMost of our stockholders will not receive paper copies of our proxy materials and will instead receive a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials and how to vote online or by telephone. Such Noticenotice also will also provide information on how to obtain paper copies of our proxy materials if a stockholder so requests. This method expedites the receipt of your proxy materials, lowers the costs of our Annual Meetingannual meeting and helps to conserve our natural resources. For additional information about how we are caring for our environment and continuously striving to improve corporate governance, please read our Corporate Social Responsibility Report, which is available on our investor relations website at http://ir.wisdomtree.com by following the link for “Corporate Social Responsibility” under the heading “Corporate Governance.”

Every stockholder’sYour vote is important, so whether or not you are planning to attend the meeting, we encourage you to vote your shares by voting (i) over the Internet, (ii) by telephone or (iii) by requesting a paper copy of the proxy materials, including a proxy card, and returning an executed proxy card.

We hope that you will join us at the Annual Meetingannual meeting live webcast on June 19, 2018.17, 2021. I thank you for your commitment to WisdomTree and urge you to vote your shares.

Sincerely,

Jonathan Steinberg

Chief Executive Officer

WISDOMTREE INVESTMENTS, INC.

NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS

Date: Tuesday,Thursday, June 19, 201817, 2021

Time: 11:00 a.m., Eastern Time

Place: Live Webcast atwww.virtualshareholdermeeting.com/wisdomtree18wisdomtree21

At the meeting, stockholders will be asked to:

The close of business on April 26, 201823, 2021 is the record date for determining stockholders entitled to vote at the Annual Meeting.annual meeting. A list of these stockholders will be available at WisdomTree’sour headquarters, 245 Park Avenue, 35^th Floor, New York, New York, for at least 10 days before the Annual Meetingannual meeting or any adjournment or postponement thereof.

In accordance with the rules of the Securities and Exchange Commission, we also have also sent a Notice of Internet Availability of Proxy Materials and provided access to our proxy materials over the Internet, beginning on April 30, 2018,2021, to the holders of record and beneficial owners of our capital stock as of the close of business on the record date.

Distribution to stockholders of this proxy statement and a proxy card is scheduled to begin on or about April 30, 2018.2021.

By order of the Board of Directors,

Gregory Barton,Marci Frankenthaler, Secretary

New York, New York

April 30, 2018

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROXY MATERIALS

Who is soliciting my vote?

The Board of Directors of WisdomTree Investments, Inc. (“WisdomTree” or the “Company”) is soliciting your vote for the 2018 Annual Meeting2021 annual meeting of Stockholders.stockholders.

Who pays for the cost of soliciting proxies?

WisdomTree will pay the cost for the solicitation of proxies by the Board of Directors. Proxies may be solicited personally, by telephone fax or email by our employees of WisdomTree without any remuneration to such individuals other than their regular compensation. WisdomTree also will reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

Why did I receive aone-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, (“SEC”), the Company hasor SEC, we have elected to provide access to itsour proxy materials via the Internet. Accordingly, the Company iswe are sending a Notice of Internet Availability of Proxy Materials, (“Notice”)or Notice, to itsour stockholders. All stockholders will be able to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encouragesWe encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of itsour annual meetings.

How can I obtain electronic access to the proxy materials?

The Notice will provide you with instructions regardingon how to:

The Company’sOur proxy materials are also are available on itsour investor relations website athttp://ir.wisdomtree.com by following the link for “Financial Information.”

Choosing to receive future proxy materials by email will save the Companyus the cost of printing and mailing documents to you and will reduce the impact of the Company’sour annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

How do I attend the Annual Meetingannual meeting, and may I ask questions?

The Annual Meetingannual meeting will be a completely virtual meeting of stockholders heldconducted virtually over the Internet. Please go towww.virtualshareholdermeeting.com/wisdomtree18wisdomtree21 for instructions on how to attend and participate in the Annual Meeting.participate. Any stockholder may attend and listen live to the webcast of the Annual Meetingannual meeting over the Internet at such site. Stockholders as of the record date of the Annual Meetingannual meeting may submit questions while attending the Annual Meetingannual meeting over the Internet by using the16-digit control number included in the Notice, proxy card or the voting instructions that accompanied these proxy materials.

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 the Company’sour transfer agent, (ContinentalContinental Stock Transfer & Trust Company),Company, you are considered a “stockholder of record” (orrecord,” or record holder)holder, with respect to those shares, and we sent the Notice was sent directly to you by the Company.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 a Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, trustee or nominee how to vote your shares.

How do I vote my shares?

Whether you are a “stockholder of record” or hold your shares in “street name,” you may vote by proxy prior to the polls closing without participating in the online Annual Meeting.annual meeting. To vote by proxy, stockholders have a choice of voting over the Internet, by telephone or by mail using a traditional proxy card. Your shares will be voted in accordance with your instructions. If you plan to attend and participate in the online Annual Meeting, the Companyannual meeting, we still encouragesencourage you to vote prior to the Annual Meeting by Internet, by telephone, or by mail by returning a proxy card following your request of printed materials.annual meeting. This will ensure that your vote will be counted if you are unable to, or later decide not to, participate in the online Annual Meeting.annual meeting. You also may vote online at the Annual Meetingannual meeting prior to the polls closing. You will need to enterclosing by entering your16-digit control number (includedincluded in your Notice, your proxy card or the voting instructions that accompanied your proxy materials) to vote your shares at the Annual Meeting.materials.

Vote by Internet Go towww.proxyvote.com. You will need your16-digit control number included in your proxy card, voter instruction form or Notice.		Vote by Mobile Phone If you have your proxy card, you can directly scan the QR code on theproxy card with your mobile phone or, if you have the16-digit control number included in your proxy card, voter instruction form or Notice, you can scan the above QR code.		Vote by Phone Call 1-800-690-6903 toll-free from the U.S., U.S. territories and Canada or the number on your voter instruction form. You will need the16-digit control number included in your proxy card, voter instruction form or Notice.		Vote by Mail Send the completed and signed proxy card or voter instruction form to the address on the proxy card or voter instruction form.		Vote at the Meeting You can vote by attending the online Annual Meeting.annual meeting. You will need your16-digit control number to vote electronically at the Annual Meeting.annual meeting. To attend, go towww.virtualshareholder meeting.com/wisdomtree18wisdomtree21

Can I change my vote?

You may revoke your proxy at any time before it is voted by notifying theour Secretary of WisdomTree in writing, by returning a signed proxy card with a later date, by transmitting a subsequent vote over the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility, or by attending the online meeting, entering your16-digit control number and voting again electronically at the Annual Meeting.annual meeting.

How many votes can be cast by all stockholders?

153,104,136149,591,742 shares of the Company’sour common stock were outstanding and entitled to be voted on April 26, 2018 (the23, 2021, the record date for determining stockholders eligible to vote) and entitled to be voted at the meeting.vote. Each share of common stock is entitled to one vote on each matter. However, pursuant

How many votes are required to Nasdaq Listing Rule 5635approve each proposal?

Proposal 1 – Election of Directors. Under our by-laws, directors must be elected by the affirmative vote of a majority of votes cast in uncontested elections, such as the election of directors at the annual meeting. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker IM-5635-2non-votes “Interpretative Material Regardingare not counted as votes “for” or “against” a director nominee. Any nominee who does not receive a majority of votes cast “for” his or her election would be required to tender his or her resignation promptly following the Use of Share Capsfailure to Comply with Rule 5635,”receive the sharesrequired vote. Within 90 days of the Company’s common stock issued to ETF Securities Limited in the ETFS Acquisition will not be entitled to vote to approve Proposal 3.

What percentagecertification of the stockholder vote, isthe Nominating and Governance Committee would then be required forto make a proposalrecommendation to the Board as to whether the Board should accept the resignation, and the Board would be approved?

Proposal 1: The three nominees forrequired to decide whether to accept the resignation and disclose its decision-making process. In a contested election, as Class I directors who receivethe required vote would be a plurality of the votes cast for electioncast.

Proposal 2 – Ratification of directors shall be elected directors.

Proposal 2: AErnst & Young. The affirmative vote of a majority of votes cast is necessary for the ratification of the appointment of Ernst & Young LLP as the Company’sour independent registered public accounting firm for the fiscal year ending December 31, 2018.2021.

Proposal 3:3 – Advisory Approval of Executive Compensation. The affirmative vote of a majority of the shares of common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon is required for the approval of the proposal to approve the issuance of shares of common stock upon conversion of the Company’s Series ANon-Voting Convertible Preferred Stock issued in connection with the ETFS Acquisition representing more than 19.99% of the outstanding common stock or voting power of the Company for purposes of complying with Nasdaq Listing Rule 5635.

How is the vote counted?

Votes cast by proxy or in person at the Annual Meetingannual meeting will be counted by the person(s) appointed by the Companywe appoint to act as inspector(s) of election for the meeting. The inspector(s) of election will count all votes “for,” “against,” “withhold”“against” and abstentions and brokernon-votes, as applicable, for each matter to be voted on at the Annual Meeting. Shares represented by proxies that withhold authority to vote for a nominee for election as a director will not be counted as votes “for” a director.annual meeting. Shares properly voted to “abstain” on a particular matter and brokernon-votes are treated as having not voted on the particular matter and will therefore not affect the outcome of Proposals 1, 2, 4 and 5. With respect to Proposal 3, abstentions will haveany of the effect of a voteagainst the proposal, and brokernon-votes will have no effect.proposals. Due to theirits advisory nature, the results of the vote on Proposals 4 and 5Proposal 3 are not binding on the Board of Directors or the Compensation Committee.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all your shares are voted.

Could other matters be decided at the Annual Meeting?annual meeting?

WisdomTree doesWe do not know of any other matters that may be presented for action at the Annual Meeting.annual meeting. Should any other business come before the meeting, the persons named on the enclosed proxyproxies will have discretionary authority to vote the shares represented by such proxies in their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meetingannual meeting unless they receive instructions from you with respect to such matters.

meeting is advanced by more than thirty (30)30 days or delayed by more than sixty (60)60 days from the anniversary date of the 2018 Annual Meeting,2021 annual meeting, in which event theby-laws provide different notice requirements. Any proposal of business or nomination should be mailed to: Gregory Barton,to Marci Frankenthaler, Secretary, WisdomTree Investments, Inc., 245 Park Avenue, 35^th Floor, New York, New York 10167. 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 hold your shares directly, please call Gregory Bartonemail our Secretary, Marci Frankenthaler, at(212) 801-2080.mfrankenthaler@wisdomtree.com. If your shares are held in street name, please call the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

Policies on Reporting of Concerns RegardingAbout Accounting and Other Matters and on Communicating withNon-ManagementNon-Employee Directors

TheOur Board of Directors and the Audit Committee have adopted policies on reporting concerns regarding accounting and other matters and on communicating with thenon-managementnon-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 Mr. Frank Salerno, the chairperson ofAnthony 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 the Company’sour offices at 245 Park Avenue, 35^th Floor, New York, New York 10167, or by email atauditcommittee@wisdomtree.com. Any interested party, including any employee, who wishes to communicate directly with the presiding director of the executive sessions of ournon-managementnon-employee directors, or with ournon-managementnon-employee directors as a group, also may contact Mr.Frank Salerno, using oneChairman of the Board of Directors, by writing to him care of the Chairman of the Board at our offices using the above methods.address, or by email at WTIchairman@wisdomtree.com.

Important Notice Regarding Delivery of Stockholder Documents

In accordance with a notice sent to certain stockholders of WisdomTree common stockour stockholders who share a single address, only one copy of this proxy statement and our Annual Report on Form10-K for the fiscal year ended December 31, 20172020 is being sent to that address unless WisdomTree haswe have received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce the Company’sour printing and postage costs and help to conserve our natural resources. However, if any stockholder residing at such an address who wishes to receive a separate copy of this proxy statement or our Annual Report on Form10-K for the fiscal year ended December 31, 2017, he or she may contactsend a request in writing to WisdomTree Investments, Inc., 245 Park Avenue, 35^th Floor, New York, New York 10167, Attention: Investor Relations, Tel:(212) 801-2080,Marci Frankenthaler, Secretary, or by email to mfrankenthaler@wisdomtree.com, and WisdomTreewe will deliver those documents to such stockholder promptly upon receiving the request. Any such stockholder also may also contact Investor Relations using the above contact information if he or she would likeour 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 Investor Relations.our Secretary.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEPROPOSAL 1

Board CompositionELECTION OF DIRECTORS

Our Board of Directors currently consists of eight members. Our certificate of incorporation andby-laws provide that the number of our directors shall be fixed from time to time by a resolution of a majority of our Board of Directors. Pursuant to ourby-laws, the Board of Directors has fixed the number of directors at eightseven as of the date of this year’s Annual Meetingannual meeting of Stockholders.stockholders. In accordance with Delaware law and the Company’sour certificate of incorporation andby-laws, theour Board of Directors is divided into three staggered classes of directors of the same or nearly the same number. At each annual meeting

The Nominating and Governance Committee recommended, and the Board of the stockholders, a class ofDirectors nominated, three directors, will be electedAnthony Bossone, Smita Conjeevaram and Bruce Lavine, to stand for election as Class I directors for a three-year term until the 2024 annual meeting and until his or her successor is duly elected and qualified.

Unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for these nominees. WisdomTree has no reason to succeed the directors of the same class whose terms are then expiring. The terms of the directorsbelieve that any nominee will expire upon thebe unavailable for election and qualification of successor directors at the annual meeting of stockholdersmeeting. If one, two or all nominees are unexpectedly not available to serve, proxies may be held in 2018voted for Class I directors, 2019 for Class II directors and 2020 for Class III directors. The following directors serve in Class I, II and III:

Any directorships resulting from an increase in the number of directors will be distributed among the three classes so that,another person nominated as nearly as possible, each class shall consist of one third of the Board of Directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

Pursuant to the corporate governance guidelines adoptedsubstitute by the Board of Directors, described below under “Corporate Governance Guidelines,”or the Company seeks directors who have high personal and professional integrity, judgment and ability. Our Nominating Committee is responsible for recommending criteria and qualifications for Board membership, identifying and evaluating potential director candidates and recommending to the Board those candidates to be nominated for election to, or fill vacancies on, the Board. The Nominating Committee will seek to identify, and the Board will select, director candidates who satisfy the criteria set forth in the director candidate guidelines included in the Nominating Committee’s charter. Candidates are selected for, among other things, their knowledge, skills, abilities, independence, character, diversity, demonstrated leadership and experience useful to the oversight of our business in the context of the needs of the Board. Our Nominating Committee’s and Board of Directors’ priority in selecting Board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among Board members, and professional and personal experiences and expertise relevant to our growth strategy.

Directors

Our Board of Directors is divided into three staggered classesmay reduce the number of directors of the same or nearly the same number. At the Annual Meeting, three individuals willto be elected to serve as Class I Directors until their term expires in 2021, and until their successors are elected and qualified. During 2017, each ofat the nominees to the Board served as a Director.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ABOVE MENTIONED NOMINEES

Continuing Directors

Class II Directors whose terms expire in 2022

Class II Directors whose terms expire in 2019:

Class III Directors whose terms expire in 2020:2023

April 2015 until its acquisition by Virtu Financial, Inc. in March 2019, and served as interim CEOChief Executive Officer from August 2015 until January 2016. Since November 2017, Mr. Lilien also has served on the Board of Directors of AdvisorEngine Inc., a customizedend-to-end platform for financial advisors in which the Company originally invested in November 2016. Mr. Lilien received his B.A. in Economics from the University of Vermont. Mr. Lilien is 5659 years old.

Kurt MacAlpineAlexis Marinof has served as our Executive Vice President and Global Head of WisdomTree Europe since August 2019. He joined WisdomTree Europe in July 2017 as Head of European Distribution, since July 2015.a position he held until April 2018 when he was appointed Chief Operating Officer to oversee the integration of ETF Securities and build out WisdomTree’s multi-product European exchange traded product, or ETP, business. Prior to joining the Company, Mr. MacAlpine was employedthat, he held various positions at McKinsey & Company between May 2006State Street Global Advisors, including as EMEA Head of SPDR ETFs (April 2013 – November 2016), EMEA Distribution Chief Operating Officer (October 2013 – September 2015), Head of Middle East and June 2015 in a variety of consulting roles. He was elected a Partner of McKinsey & Company inAfrica (February 2008 – April 20132013) and was the LeaderHead of the North American AssetNordic Region (January 2006 – January 2008). Mr. Marinof received a five-year degree in Finance and Business Management Practice. While at McKinsey & Company,“Ingénieur Commercial et de Gestion” from the Université Catholique de Louvain-La-Neuve IAG Louvain School of Management in Belgium. Mr. MacAlpine managed global consulting teams in the asset management and wealth management industries on topics related to distribution, marketing, product development, international expansion, strategy and M&A. Since November 2016, Mr. MacAlpine also has served on the Board of Directors of AdvisorEngine. He has extensive experience working with domestic and foreign firms in North America, Asia and Europe. Mr. MacAlpine received his M.B.A. from Queen’s University in Kingston, Ontario and his Bachelor of Commerce from Saint Mary’s University in Halifax, Nova Scotia. Mr. MacAlpineMarinof is 3646 years old.

Amit Muni has served as our Executive Vice President and Chief Financial Officer since March 2008. On April 8, 2021, Mr. Muni notified us of his intent to resign from his position as Chief Financial Officer to accept alternative employment, effective by May 31, 2021. Prior to joining the Company,WisdomTree, Mr. Muni served as Controller and Chief Accounting Officer of International Securities Exchange Holdings, Inc., an electronic options exchange, from 2003 until March 2008. Mr. Muni was Vice President, Finance, of Instinet Group Incorporated, an electronic agency broker-dealer, from 2000 to 2003. From 1996 until 2000, Mr. Muni was employed as a Manager of the Financial Services Industry Practice of PricewaterhouseCoopers LLP, an accounting firm. From 1991 until 1996, Mr. Muni was an accountant and a senior auditor for National Securities Clearing Corporation, a firm that provides centralized clearing, information and settlement services to the financial industry. Mr. Muni received a B.B.A. in Accounting from Pace University and is a Certified Public Accountant. Mr. Muni is 4952 years old.

Luciano Siracusano IIIWilliam Peck has served as Head of Strategy and Emerging Technologies since February 2020. In this role, he oversees our Executive Vice Presidentcorporate development and Chiefother strategic initiatives, including investments in emerging technologies such as digital assets. From September 2014 to January 2020, he held various positions on our Strategy team, including Senior Analyst, Senior Associate and Director. From July 2012 to July 2014, Mr. Peck worked as an Investment Strategist since March 2011. From October 2008 to May 2015, while serving asBanking Analyst for Bank of America Merrill Lynch covering a range of financial services companies. In connection with our strategic investment in December 2019 in Securrency, Inc., a technology company focused on blockchain-based financial services infrastructure, Mr. Peck joined Securrency’s Board of Directors. He received an A.B. in Government, cum laude, from Harvard University. Mr. Peck is 31 years old.

Jonathan Steinberg, our Chief Investment Strategist, Mr. SiracusanoExecutive Officer and a member of the Board of Directors, is also led our sales team as Directoran executive officer. His biographical information is set forth above in the description of Sales and Head of Sales. Prior to serving in those positions, Mr. Siracusano served as our Director of Research from 2001 until October 2008, and as a research analyst and editorthe members of our various media publications from 1999 until 2001. Mr. Siracusano, together with Mr. Steinberg, was responsible for the creation and developmentBoard of our fundamentally weighted index methodology. Prior to joining the Company in 1999, Mr. Siracusano was an Equity Analyst at Value Line, Inc., an investment research firm, from 1998 to 1999. Preceding his career in finance, Mr. Siracusano served as Special Assistant to HUD Secretary Henry Cisneros and as a Special Assistant to New York Governor Mario Cuomo. Mr. Siracusano received his B.A. in Political Science from Columbia University. Mr. Siracusano is 52 years old.Directors.

Peter M. Ziemba has served as our Executive Vice President – Senior Advisor to the CEO and Chief Administrative Officer since January 2018. He served as our Executive Vice President – Business and Legal Affairs from January 2008 to December 2017 and our Chief Legal Officer from March 2011 to December 2017. From April 2007 to March 2011, Mr. Ziemba served as our General Counsel. Prior to joining the Company,WisdomTree, Mr. Ziemba was a partner in the Corporate and Securities department of Graubard Miller, which served as our

CORPORATE GOVERNANCE

Board Composition

Our Board of Directors currently consists of seven members. In accordance with Delaware law and our certificate of incorporation and by-laws, our Board of Directors is divided into three staggered classes of the same or nearly the same number. At each annual meeting of the stockholders, a class of directors is elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at this year’s annual meeting of stockholders for Class I directors, in 2022 for Class II directors and in 2023 for Class III directors.

The following directors currently serve in Classes I, II and III:

Our certificate of incorporation and by-laws provide that the number of our President and Chief Executive Officer anddirectors shall be fixed from time to time by a resolution of a majority of our Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class shall consist of one third of the Board of Directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

In a private placement of our common stock in October 2009, we entered into a Securities Purchase Agreement that provided, among other things, that as long as Michael Steinhardt beneficially owns at least 10,000,000 shares of our common stock, he will have the right to require us to either (i) appoint a designee, reasonably acceptable to our Board of Directors, as a member of our Board of Directors, is also an executive officer of the Company. His biographical information is set forth above in the description of the member ofor (ii) provide a designee, reasonably acceptable to our Board of Directors.Directors, with notice of all Board meetings and copies of all materials delivered to Board members and permit such designee to attend and observe each Board meeting. Mr. Steinhardt retired as our non-executive Chairman of the Board in October 2019 after more than 14 years of service. While Mr. Steinhardt continues to beneficially own at least 10,000,000 shares of our common stock and therefore continues to be contractually entitled to designate a director or an observer to the Board, he has not designated a director or observer following his retirement.

Director Criteria, Qualifications and Experience

We are committed to diversified Board membership and seek directors who have high personal and professional integrity, judgment and ability. Our Nominating and Governance Committee is responsible for recommending criteria and qualifications for Board membership, identifying and evaluating potential director candidates and recommending to the Board those candidates to be nominated for election to, or fill vacancies on, the Board. The Nominating and Governance Committee seeks to identify director candidates who satisfy the criteria set forth in the director candidate guidelines included in the Nominating and Governance Committee’s charter. 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 our business in the context of the needs of the Board. Our Nominating and Governance Committee’s priority is to identify candidates who will further the interests of our stockholders through his or her established record of professional accomplishments, the ability to contribute positively to the collaborative culture among Board members, and professional and personal experiences and expertise relevant to our business strategy. To reflect its commitment to diversified Board membership, our corporate governance guidelines provide that when considering director candidates, the Nominating and Governance Committee should actively seek out highly qualified women and people of color for consideration as nominees to the Board as part of its regular process.

Director Highlights (excluding our CEO)

Board Meetings

During 2017,2020, the Board of Directors held 11nine meetings and did not take any actionacted by unanimous written consent.consent on one occasion. Each director attended at least 75% of all Board meetings and meetings of the Board committees on which they serve, except for Mr. Steinhardt.he or she serves. Our policy is for all our directors to attend our annual meeting of stockholders. All our directors except Mr. Steinhardt attended our 2017 Annual Meeting2020 annual meeting of Stockholders.stockholders.

Board Independence

Nasdaq rules require listed companies to have a board of directors with at least a majority of independent directors. Our Board of Directors has determined that six ofall our eight directors are independent under the listing standards of the Nasdaq Stock Market. The members determined to be independent are Messrs. Begleiter, Bossone, Neuger, Salerno, Shea and Steinhardt.Market other than Mr. Steinberg, our Chief Executive Officer. Under our corporate governance guidelines, directors are required to promptly inform the Lead Independent Directorchair of the Nominating and Governance Committee if the director becomes aware of any change in circumstances that may result in such director no longer being considered independent under the Nasdaq rules.

Lead Independent Director

Our Board of Directors believes that it is good corporate practice to designate one of our independent directors as Lead Independent Director. Mr. Salerno has held this designation since the position was established in 2008. The duties of our Lead Independent Director are as follows:

Board Leadership Structure

The Board of Directors has chosen to separate the roles of chairman of the Board of Directors and chief executive officer. Jonathan Steinberg is our President and Chief Executive Officer and Michael SteinhardtFrank Salerno is ournon-executive, independent Chairman of the Board of Directors.Board. We believe that separating these positions is optimal for WisdomTree because it allows Mr. Steinberg to focus on ourday-to-day business, while allowing Mr. SteinhardtSalerno to focus on leadership of the Board of Directorsleadership in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position, in the current business environment, as well as the commitment required to serve as our chairman, particularly as the Board of Directors’ oversight responsibilities continue to

The Board of Directors’ role in overseeing the management of our risks is conducted primarily through Board committees, of the Board of Directors, as discloseddescribed in the descriptions of each of the committees below and in the charters of each of the committees.their respective charters. The full Board of Directors (or the appropriate boardBoard committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on the Company and the steps we take to manage them. When a boardBoard committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next boardBoard meeting. This enables our Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Committees of Our Board of DirectorsCommittees

Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which operates pursuant to a written charter adopted by our Board of Directors. As provided in its respective charters, each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. In June 2017,Charters for each of the Audit Committee, the Compensation Committee and Nominating and Governance Committee reviewed its charter and determined that no amendments were required. Membershipare available on each committeeour investor relations website at http://ir.wisdomtree.com by following the link for “Corporate Governance,” under the heading “Committee Charters.”

Committee membership is limited to independent directors as defined under the listing standards of the Nasdaq Stock Market. In addition, members of the Audit Committee members also must meet the independence standards for Audit Committee members adopted by the SEC. Our Board of Directors may from time to time establish other committees. Charters for each of the Audit Committee, Compensation Committee and Nominating Committee are available on our investor relations website athttp://ir.wisdomtree.com by following the link for “Corporate Governance,” under the heading “Committee Charters.” Our corporate governance guidelines provide that each independent director is expected, but not required, to serve on at least one committee. A director also may serve on more than one committee.

Audit Committee

Messrs. Bossone, Neuger and Salerno and Ms. Cosgrove currently serve on the Audit Committee, which is chaired by Mr. Salerno. Mr. Lilien served on the Audit Committee until November 2017, when he became an executive officer of the Company and was replaced by Mr. Neuger.Bossone. During 2017,2020, the Audit Committee held nine meetings and did not take any action by unanimous written consent. During 2020, the Audit Committee reviewed its charter and determined that no amendments were required. Our Board of Directors has determined that each member of the Audit Committee is an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include: