Vince McMahon No Longer Needs WWE Stockholder Approval For His Actions

A new SEC filing has revealed that Vince McMahon no longer needs stockholder approval for any actions related to WWE.

WWE published a new SEC filing summary that showed Vince McMahon, the majority shareholder of WWE, successfully petitioned to no longer need approval from stockholders for his actions related to the company.

On January 5, 2023, Vincent K. McMahon, the controlling stockholder of World Wrestling Entertainment, Inc. (the “Company”), executed and delivered a written consent (the “January 5th Consent”) taking certain actions by consent without a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) resulting in, among other things, the election of Mr. McMahon to the Board of Directors of the Company (the “Board”) and certain amendments to the Company’s bylaws (the “January 5th Amendments”) that Mr. McMahon indicated were intended to ensure that the Company’s corporate governance continued to properly enable and support stockholder rights. On January 6, 2023, the Company issued a press release providing an update regarding the composition of its Board, including Mr. McMahon’s return to the Board, and the Company’s intention to explore strategic alternatives with the goal to maximize value for all stockholders of the Company. On January 9, 2023, the Board elected Mr. McMahon as Executive Chairman of the Board.

Subsequently, Mr. McMahon informed the Company of his view that there is substantial alignment among the Board and management concerning the decision to conduct a review of strategic alternatives amid the Company’s upcoming media rights cycle and that the Company’s corporate governance will properly enable and support stockholder rights. In light of the foregoing, on January 16, 2023, Mr. McMahon, in his capacity as controlling stockholder of the Company, executed and delivered a written consent (the “January 16th Consent”) taking certain actions by consent without a meeting in accordance with Section 228 of the DGCL to substantially repeal the January 5th Amendments, as further described below in Item 5.03.

No further approval of the stockholders of the Company is required to approve any of the actions taken by Mr. McMahon pursuant to the January 16th Consent. Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company expects to file with the SEC, and thereafter mail to its stockholders, an information statement as required by Schedule 14C promulgated under the Exchange Act to provide stockholders with information concerning the January 5th Consent and January 16th Consent. The Schedule 14C will also constitute notice to stockholders in accordance with Section 228 of the DGCL of the actions taken by the January 5th Consent and the January 16th Consent.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Effective January 16, 2023, pursuant to the January 16th Consent, Mr. McMahon repealed all of the January 5th Amendments (which were incorporated into the amended and restated bylaws of the Company filed with the SEC on January 11, 2023 as Exhibit 3.1 to the Company’s Current Report on Form 8-K) other than Article XI (Exclusive Forum), which designates (i) the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for the resolution of, among other claims, any derivative action or proceeding brought on behalf of the Company, and (ii) the federal courts of the United States of America, to the fullest extent permitted by law, as the sole and exclusive forum for any cause of action arising under the Securities Act of 1933, as amended (the Company’s bylaws, as amended and restated as a result of the January 16th Consent, are referred to as the “Amended and Restated By-Laws”).”

McMahon returned to WWE this month and stated his primary goal was to oversee the next WWE media rights negotiations and a potential sale of the company. Since then, Stephanie McMahon resigned from the company and Vince McMahon was unanimously elected as WWE Executive Chairman of the Board on January 10. It’s since been reported that McMahon has resumed working at WWE offices and recently made some creative suggestions for WWE television, but other WWE officials including Triple H and Kevin Dunn maintain that McMahon does not have final approval.

What Triple H Told WWE Talent Before Tonight's SmackDown

There has been a lot of uncertainty since Vince McMahon returned to WWE. McMahon revealed his intention to return last month in letters exchanged with WWE's Board of Directors. While the board was initially unanimously against McMahon's return, he found his way back as the company's Executive Chairman.

Many have wondered what that would mean for WWE's creative direction. Paul "Triple H" Levesque took on the role of Chief Content Officer after McMahon left the company back in July. While McMahon has insisted that his reason for returning is to help secure a new media rights deal, and to help facilitate a possible sale, some have theorized that his ultimate goal is to once again run the creative team.

Fightful is reporting that Levesque held a talent meeting hours before the January 13 episode of "SmackDown," which emanates from the Resch Center in Green Bay, Wisconsin. The report notes that Levesque told talent that McMahon is back to "lead the charge" and figure out who to sell the company to if a deal were to take place. It was also said that Levesque tried to pour cold water on reports that a sale was already a done deal.

The report mentioned that Levesque assured talent that nothing that is going on with McMahon will impact the creative direction of the main roster shows. "Triple H" admitted that anything can change, but for now, he's still in charge of the company's creative direction. Levesque reportedly thanked the talent and said he understood why there would be concern backstage.

Rumor Mill - Stephanie McMahon and Triple H had opposed a sale of WWE

Axios.com featured a piece on all the rapidly developing twists and turns within WWE corporate over the last week that originated with Vince McMahon forcing himself back into a major role in the company to potentially faciliate a sale.

Interesting to note that in their coverage, it is noted, "Sources told Axios that Stephanie McMahon and her husband Paul "Triple H" Levesque, the company's chief content officer and a retired professional wrestler, had opposed a sale."

Should that be accurate, it certainly adds a new dimension to Stephanie McMahon's decision to resign from the company earlier this week.

WWE Board of Directors unanimously elected Vince McMahon Executive Chairman of the Board; Stephanie McMahon Resigns

WWE today announced that its Board of Directors unanimously elected Vince McMahon Executive Chairman of the Board.

Stephanie McMahon has resigned from her roles as Chairwoman and Co-CEO.

Nick Khan will serve as WWE CEO.

Vince McMahon:

“First, I’d like to express my full support for Stephanie’s personal decision. I’ll forever be grateful that she offered to step in during my absence and I’m truly proud of the job she did co-leading WWE. Stephanie has always been the ultimate ambassador for our company, and her decades of contributions have left an immeasurable impact on our brand.

“I’m proud to announce that Nick Khan will serve as WWE CEO. Nick’s business acumen and mastery of the media industry have helped catapult our business to record revenue and profitability. Together, we look forward to working with the Board at this critical moment in time to review our strategic alternatives and maximize value for all WWE shareholders.”

Stephanie McMahon:

“I cannot put into words how proud I am to have helped lead what I consider to be the greatest company in the world and I am confident WWE is in the perfect position to continue to provide unparalleled creative content and drive maximum value for shareholders.”

Nick Khan:

“Stephanie McMahon is a terrific executive and an even better person. It has been an honor to serve as Co-CEO with her. She will only continue to succeed.

“I’m grateful to Vince McMahon and our Board of Directors for their ongoing support. I look forward to continuing to work closely with them and my WWE colleagues to ensure our company may thrive as the premiere powerhouse in sports entertainment for years to come.”

WWE Shareholders Considering Lawsuit In Response To Vince McMahon’s Return

Vince McMahon‘s return to WWE might lead to a lawsuit.

McMahon officially returned to the WWE Board of Directors on January 6, just a few months after the former CEO retired amid a WWE board investigation into allegations of sexual misconduct and hush money. The day before, McMahon confirmed his intention to return and participate in negotiations for media rights deals, and WWE announced his return on Friday. McMahon’s comeback came with a shakeup to the WWE board. An SEC filing revealed that JoEllen Lyons Dillon, Jeffrey R. Speed, and Alan M. Wexler were removed, while Michelle Wilson and George Barrios returned to the board. WWE also announced that Ignace Lahoud and Man Jit Singh resigned from the board.

In an update, Dave Scherer of PWInsider shared an email that was sent to a friend, who is a party in the WWE shareholder derivative lawsuit that Scott and Scott filed after the allegations against McMahon first became public in June 2022. In the email, the lawyers note that they believe there is “enough of a basis to bring a breach of fiduciary lawsuit”, and they hope to file a complaint against McMahon, and potentially other officers for breaching their duties to the company and the shareholders.

A friend of mine, who is a party in the WWE shareholder derivative suit that was filed last June by Scott and Scott after the NDA allegations against Vince McMahon surfaced, sent me the following update email that he received today from the lawyers (with names redacted to ensure privacy):

I hope you had a great holiday season. I’m writing with an update on WWE. We have been working with the company for several months and have received several internal documents, which we have been reviewing. We expect to get an additional batch of documents this week.

You also may have seen the news this past week about Vince McMahon forcing his way back onto the board, along with a major board shakeup. As a result, we believe there is enough of a basis to bring a breach of a fiduciary lawsuit. We hope to file a complaint against McMahon and possibly other directors/officers for breaching their duties to WWE and its shareholders. We should have a draft for you to review in the next couple of days.

It will also require a signature on a one-page verification which we will also send. In the meantime, do you have a phone number we could use in case we need to contact you that way? Please let me know if you have any questions about anything.

WWE gains another 6% as it reports record WrestleMania gate

World Wrestling Entertainment is 6% higher, driving into its sale-chatter rally from the end of last week and pacing toward its fifth straight session gain, as it reports record gate revenue for its WrestleMania almost three months prior to it taking place.

WrestleMania 39 - what the company is calling WrestleMania Goes Hollywood, based in its Los Angeles setting - has surpassed its previous record of $17.3M for 2016's WrestleMania 32. Tickets are still on sale.

The event is set for Saturday and Sunday, April 1-2, and WWE has yet to announce which matches will take place there. It will stream exclusively on Peacock in the United States and on WWE Network elsewhere.

WWE stock (WWE) is now up 30% over its five straight winning sessions. It rose 17% Friday following news that former CEO Vince McMahon is hoping to return to the company's board and plot a sale of the company.

Who might want to buy WWE?

Vince McMahon rejoined the WWE board Friday to begin a potential sale process for his company.

WWE has hired JPMorgan to advise on a sale, sources say.

Legacy media, streaming giants and entertainment holding companies could all end up submitting bids to buy WWE.

A deal would likely happen before mid-2023, when TV rights renewal deal negotiations will also take place.

WWE is providing the following update regarding the composition of its Board of Directors and the exploration of strategic alternatives

Today, we announce that the founder of WWE, Vince McMahon, will be returning to the Board,” said Chairwoman & Co-CEO Stephanie McMahon, Co-CEO Nick Khan and Chief Content Officer Paul Levesque. “We also welcome back Michelle Wilson and George Barrios to our Board of Directors. Together, we look forward to exploring all strategic alternatives to maximize shareholder value.”

As Vince McMahon stated yesterday, “WWE has an exceptional management team in place, and I do not intend for my return to have any impact on their roles, duties, or responsibilities."

In connection with the change in the composition of the Board of Directors and in cooperation with Vince McMahon as majority shareholder, the Company intends to undertake a review of its strategic alternatives with the goal being to maximize value for all WWE shareholders. There is no assurance that this process will result in a transaction.

Vince McMahon, in his capacity as controlling shareholder of the Company, has removed JoEllen Lyons Dillon, Jeffrey R. Speed and Alan M. Wexler from the Board. Vince McMahon, George Barrios and Michelle Wilson have been added to the Board to fill the resulting vacancies.

The Board currently consists of:

Vince McMahon

Stephanie McMahon

Nick Khan

Paul Levesque

Steve Koonin

Michelle McKenna

Steve Pamon

George Barrios

Michelle Wilson

Ignace Lahoud and Man Jit Singh have resigned from the Board, effective today.

You can’t kill Vince McMahon

Vince McMahon Trying To Get Back Into WWE For Media RIghts Negotiations

According to Lauren Thomas of the Wall Street Journal, Vince McMahon is planning to return to WWE in order to pursue a sale of the business. McMahon has reportedly told the company that he is electing himself and former co-presidents and directors, Michelle Wilson and George Barrios, to the board.

This move will require three current directors to vacate their positions.

Previous attempts for McMahon to be reinstated have been rebuffed by the board and he will need board approval if he assumes the role as executive chairman, which he reportedly expects to do.

McMahon still has majority voting power due to his ownership of WWE Class B stock.

The report goes on to state the board responded last month in a letter to Mr. McMahon that it was prepared to initiate a review process and would welcome working with him on it. It was reportedly unanimously agreed that Mr. McMahon’s return to the business wouldn’t be in shareholders’ best interest.

McMahon has reportedly communicated to the board that unless he has direct involvement as executive chairman from the outset of a strategic review, he won’t support or approve any media-rights deal or sale.

WWE media rights for WWE Raw and WWE SmackDown are reportedly set to be negotiated in the near future as the contracts for both shows end in 2024.

Vince McMahon sent out the following press release:

GREENWICH, Conn., Jan. 5, 2023 /PRNewswire/ -- Vince McMahon, the founder and controlling shareholder of World Wrestling Entertainment Inc. ("WWE" or the "Company") (NYSE: WWE), announced today that he has taken necessary actions to position the Company to capitalize on a unique opportunity to maximize long-term value for all WWE shareholders. The actions, communicated to WWE's Board of Directors today via written consent, include the election to the Board of Mr. McMahon, as well as Michelle Wilson and George Barrios – former WWE Co-Presidents and Board members, and currently the Co-Founders and Co-CEOs of Isos Capital Management – and the requisite removal from the Board of three directors. Mr. McMahon expects to assume the role of Executive Chairman of the Board.

Mr. McMahon's new role will enable unified decision making through the Company's upcoming media rights negotiations and a parallel full review of the Company's strategic alternatives, which Mr. McMahon believes is the right course of action and in the best interests of WWE and WWE shareholders amidst the current dynamics in the media and entertainment industry. As Mr. McMahon has communicated to the Board, he believes there is a narrow window of opportunity to create significant value for all shareholders and that to do so, the strategic alternatives review must occur in tandem with the media rights negotiations. He also expressed to the Board that he believes these two initiatives require Mr. McMahon's direct participation, leadership, and support as controlling shareholder.

"WWE is entering a critical juncture in its history with the upcoming media rights negotiations coinciding with increased industry-wide demand for quality content and live events and with more companies seeking to own the intellectual property on their platforms," said Mr. McMahon. "The only way for WWE to fully capitalize on this opportunity is for me to return as Executive Chairman and support the management team in the negotiations for our media rights and to combine that with a review of strategic alternatives. My return will allow WWE, as well as any transaction counterparties, to engage in these processes knowing they will have the support of the controlling shareholder."

Prior to delivering written consent, Mr. McMahon sent two separate letters to the Board in late December in which he expressed the urgency of his return to the Company as Executive Chairman and his desire to work collaboratively with the Board and management team. Following conversations with representatives of the Company both before and after Mr. McMahon's most recent letter on December 31, Mr. McMahon determined, consistent with his rights as controlling shareholder, that the steps announced today are necessary to maximize value for all WWE shareholders.

In conjunction with the changes to WWE's Board, Mr. McMahon's written consent also includes certain amendments to the Company's bylaws to ensure that WWE's corporate governance continues to properly enable and support shareholder rights. These changes will be detailed in a Schedule 13D amendment to be filed by Mr. McMahon and a Form 8-K to be filed by the Company in the coming days.

bylaws to ensure that WWE's corporate governance continues to properly enable and support shareholder rights. These changes will be detailed in a Schedule 13D amendment to be filed by Mr. McMahon and a Form 8-K to be filed by the Company in the coming days.

No assurances can be given regarding the outcome or timing of the review process. Mr. McMahon does not intend to comment further until the process has concluded or Mr. McMahon has otherwise determined that further disclosure is appropriate or required.

McMahon has stated that he remains willing to continue working to complete any reimbursement for reasonable expenses related to the investigation, to the extent they aren’t covered by insurance.

McMahon reportedly also declined the offer to not return to the company.

Source: fightful.com

Paul Levesque Named As One Of Westfair’s 2022 Persons of the Year

During 2022, Westchester and Fairfield County saw surplus number of professionals rise to the top of their industries with innovative leadership skills, often addressing tumultuous social and economic situations with inspirational intellect and an undiluted sense of passion for their work.

In compiling our list for 2022’s Persons of the Year, we are reminded that the concept of “business as usual” is nowhere to be seen in this gathering of the region’s best and brightest.

Paul Levesque, chief content officer of WWE, Stamford.

After the scandal involving longtime WWE Chairman and CEO Vince McMahon’s departure amid press reports of hush money paymentsto former female employees regarding alleged harassment, the company moved far beyond mere damage control with a new vibrancy focused on inventive marketing — most notably the clever “White Rabbit” multimedia campaign highlighting the reappearance of wrestler Bray Wyatt — and a response to fan input by returning popular wrestlers who were previously forced out by McMahon. Much of the credit for this new level of excitement has been traced to Levesque, who is best known to wrestling fans as “Triple H.” Levesque’s content focus has helped boost TV ratings and put WWE stock up 15% higher than its level when McMahon was still in charge — and financial analysts are no longer dropping rumors of the company being a target for sale.

Vince McMahon’s Planned WWE Comeback Is Predictable But Not Feasible