Vince McMahon Doesn’t Need Approval Of Stockholders On Any Actions Taken According To SEC Filing

Vince McMahon takes new actions. 

Vince McMahon officially returned to the board of directors on January 6, claiming he needed to return to help lead the upcoming round of media rights negotiations. Vince is the controlling shareholder of the company. As part of his return, he amended the WWE bylines. 

In a new filing, it’s stated that McMahon no longer needs approval from WWE stockholders on actions taken moving forward. 

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.

It’s also stated, in a separate filing that, effective January 16, all amendments made on January 5 have been repealed. 

Effective January 16, 2023, pursuant to the January 16th Consent, the Reporting Person repealed all of the January 5th Amendments (which were incorporated into the amended and restated bylaws of the Issuer filed by the Issuer with the Securities and Exchange Commission on January 11, 2023 as Exhibit 3.1 to the Issuer’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 Issuer, 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.

McMahon currently controls approximately 81% of total voting power. 

WWE is reportedly exploring options regarding the sale of the company and has taken action in engaging with outside advisors to help with negotiations for upcoming media rights deals.

On January 11, McMahon was sued by shareholder Scott A. Fellows for allegedly “breaching fiduciary duty” in an effort to “impose his will” on WWE and its Board of Directors by adopting “invalid and inequitable bylaw amendments” that would “hamstring” the board from making important decisions.