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Item 5. Other Information

2022-08-05 compared with 2022-05-05 · 28 added, 7 removed, 39 unchanged (47% of the section changed)

OTHER INFORMATION

This disclosure is intended to satisfy any obligation to provide disclosures pursuant to Item 5.03 of Form 8-K.

Effective August 1, 2022, our Board of Directors approved an amendment and restatement of our Second Amended and Restated By-Laws

(as amended and restated, the “Third Amended and Restated By-Laws,”

which are referred to in this Report as the “By-laws”).

were amended to:

revise the advance notice of nomination provisions to enhance the informational and procedural requirements for the submission by stockholders of proposals of business and director nominees, including changes to address Rule 14a-19

of the Exchange Act, which takes effect on September 1, 2022 (Article II, Section 2);

implement proxy access to allow a stockholder, or group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials for an annual meeting of stockholders, director nominees constituting up to the greater of two nominees or 25% of the Board of Directors (Article II, Section 11);

provide that the Chair of the Board or the President can call a meeting of the Board of Directors with less than the required time for notice if they determine it is necessary (Article III, Section 3);

provide that a majority of the members of the Board of Directors then in office constitutes a quorum, provided that a quorum cannot be less than one third (1/3) of the total number of directors (Article III, Section 4);

provide that the Board of Directors may by resolution decide that some or all classes or series of stock will be uncertificated stock (Article VI, Section 1);

provide that action by a majority of the Board of Directors is required to amend the By-laws,

rather than the majority vote of the directors then in office (Article IX, Section 1);

provide that the federal district courts of the United States be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 and the Exchange Act (Article X).

also contain conforming, clarifying and updating changes to supplement the foregoing amendments, as well as certain other routine, technical, and non-substantive

updates and revisions.

The foregoing description of the amendments contained in the By-laws

is qualified in its entirety by reference to the By-laws,

which are filed as Exhibit 3.5 to this Report.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Declassification of Board of Directors) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 20, 2022)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Increase in Authorized Shares) (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 20, 2022)

Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018)

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 26, 2019)

Certificate of Designations of Series B Junior Participating Cumulative Preferred Stock of the Registrant classifying and designating the Series B Junior Participating Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A filed on March 14, 2022 )

Third Amended and Restated By-Laws

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011)

10 unchanged sentences

Form of Global Note, representing the Registrant’s 3.25% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2021)

Stockholder Rights Agreement, dated as of March 14, 2022, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed on March 14, 2022 )

WisdomTree Investments, Inc.

2022 Equity Plan (incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on July 25, 2022)

Rule 13a-14(a) / 15d-14(a) Certification

4 unchanged sentences

of the Company for the three months ended March 31, 2022, formatted in XBRL:

(i) Consolidated Balance Sheets at March 31, 2022 (Unaudited) and December 31, 2021;

(ii) Consolidated Statements of Operations and Comprehensive (Loss)/Income for the three months ended March 31, 2022 and March 31, 2021 (Unaudited);

(iii) Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and March 31, 2021 (Unaudited) (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and March 31, 2021 (Unaudited);

(i) Consolidated Balance Sheets at June 30, 2022 (Unaudited) and December 31, 2021;

(ii) Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and six months ended June 30, 2022 and June 30, 2021 (Unaudited);

(iii) Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and June 30, 2021 (Unaudited) (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and June 30, 2021 (Unaudited);

and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail.

7 unchanged sentences

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 5 th

day of May 2022.

day of August 2022.

WISDOMTREE INVESTMENTS, INC.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information