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Fintech darling Wise is facing a growing shareholder revolt over its proposal to relocate its primary listing to New York, after the company tied the move to a controversial extension of its founder-friendly voting rights.
The payments firm, known for its cheap cross-border transfers and direct listing on the London Stock Exchange in 2021, has come under fire from governance groups and even one of its own co-founders ahead of a critical shareholder vote next week.
At the heart of the dispute is a bundled resolution that would both move Wise’s listing to the U.S. and extend its dual-class share structure—effectively allowing CEO Kristo Käärmann to maintain near-total voting control until 2036.
That structure, which gives Class B shareholders supercharged voting rights, was due to expire in 2026 under terms agreed during the IPO. Käärmann, who owns just under 20% of the company but controls over half the votes, is now seeking to extend that advantage for another decade.
Founders at Odds
The move has put Käärmann at odds with fellow co-founder Taavet Hinrikus, who still owns around 5% of the business through his investment firm Skaala. In an unusually public rebuke, Hinrikus urged shareholders to reject the proposal, calling the bundling of two distinct issues “deeply flawed” and “misleading.”
“This should be two separate votes—one on governance, one on the listing,” Hinrikus told investors, warning that pushing the dual-class extension through under the cover of a U.S. move risks damaging Wise’s reputation for transparency.
The backlash isn’t limited to the founders’ circle. Influential proxy adviser Glass Lewis also revised its stance, now voicing concerns about the governance change even while supporting the idea of a U.S. listing. Pensions & Investment Research Consultants (PIRC), another adviser, has gone further—urging investors to vote down the entire package.
The firm argues that extending the dual-class rights undermines investor accountability and reflects a “retreat from best practices,” particularly as Wise seeks a new regulatory home with lighter governance rules.
Wise’s pivot comes as a string of UK-listed companies consider or execute moves to the U.S., drawn by deeper capital pools and the chance for inclusion in major indices like the S&P 500. For Wise, the U.S. accounts for a growing chunk of its revenue, and executives argue the move is a natural next step.
But critics say the company failed to make a compelling case for linking the relocation to its founder’s voting control. “This isn’t about strategy—it’s about entrenchment,” said one institutional investor who plans to vote against the resolution.
Shareholders will vote on the proposal at an extraordinary general meeting on July 28. To pass, the bundled resolution needs approval from 75% of votes in both the regular and high-vote share classes. Käärmann’s control gives him a major head start—but not a guarantee.
If the vote fails, Wise will remain listed in London and the dual-class shares will expire as scheduled next year.
