Wise Faces Backlash Over Proposed U.S. Listing and Governance Changes

Wise, a fintech company, is facing a shareholder revolt over its proposal to relocate to the US and extend its dual-class share structure, giving CEO Kristo Käärmann near-total voting control until 2036. The move has been criticized by governance groups and co-founder Taavet Hinrikus, with proxy adviser PIRC urging investors to vote down the entire package. To pass, the bundled resolution needs approval from 75% of votes in both share classes at an extraordinary general meeting on July 28.

Wise Plc, a prominent fintech company, is grappling with a significant shareholder revolt over its proposed relocation to the United States and the extension of its dual-class share structure. The company's plan, which aims to preserve its dual-class structure and maintain CEO Kristo Käärmann's near-total voting control until 2036, has drawn criticism from governance groups and co-founder Taavet Hinrikus. Proxy adviser PIRC has urged investors to vote down the entire package.

The proposed changes, which include a shift in primary listing from London to the US, were initially met with resistance from some shareholders. The company's board began consulting with shareholders in late 2024 on a plan that would allow it to retain the dual-class share structure in London, according to individuals familiar with the matter [1].

To pass, the bundled resolution needs approval from 75% of votes in both share classes at an extraordinary general meeting scheduled for July 28. The move has been criticized by governance groups and co-founder Taavet Hinrikus, who has expressed concerns about the potential for a power imbalance in the company's governance structure.

The proposal comes amidst a broader trend of fintech companies exploring dual-class share structures, which grant certain shareholders, often founders and executives, disproportionate voting power. While such structures can provide long-term stability and alignment of interests, they can also raise concerns about corporate governance and fairness.

Meanwhile, NIP Group Inc. (NASDAQ: NIPG), another digital entertainment company, has seen significant changes in its corporate governance. At an extraordinary general meeting held in Hong Kong on July 25, 2025, shareholders approved several key amendments, including an increase in authorized share capital and changes to board composition requirements and CEO appointment procedures [2].

The Wise shareholder revolt underscores the complexities and potential pitfalls of dual-class share structures and the importance of transparent and inclusive corporate governance practices. As Wise navigates this challenging period, investors and governance groups will be closely watching the outcome of the extraordinary general meeting.

References:
[1] https://news.bloomberglaw.com/esg/wise-turned-to-us-as-some-investors-pushed-back-on-dual-shares
[2] https://www.stocktitan.net/news/NIPG/nip-group-inc-announces-results-of-extraordinary-general-jd7w5xnrpggu.html