Vince McMahon Stephanie McMahon

New WWE SEC Filing Reveals Vince McMahon Returned One Day Before Stephanie McMahon Resigned

Introductory Note

On January 5, 2023, Vincent K. McMahon, the controlling stockholder of World Wrestling Entertainment, Inc. (the “Company”), executed and delivered a written consent (the “Consent”), relating to taking certain actions by consent without a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, the removal of each of JoEllen Lyons Dillon, Jeffrey R. Speed and Alan M. Wexler from the Board of Directors of the Company (the “Board”), without cause; the election of each of Mr. McMahon, Michelle D. Wilson and George A. Barrios to the Board (collectively, the “New Directors”); and the amendment and restatement of the Company’s bylaws (the “Amended and Restated By-Laws”), as described below in Item 5.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Each of Messrs. McMahon and Barrios and Ms. Wilson will serve as a director of the Company until the next annual meeting of the Company’s stockholders. Messrs. McMahon and Barrios and Ms. Wilson have not been appointed to any of the Company’s standing committees of the Board. The Company has been advised that each of Mr. Barrios and Ms. Wilson has been asked to serve as a director of the Company by Mr. McMahon. There are no arrangements or understandings with any person pursuant to which either individual was elected as a director of the Company nor are there any transactions directly or indirectly involving either of Ms. Wilson or Mr. Barrios that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Mr. McMahon is the father of Stephanie McMahon, until January 10, 2023 the Chairwoman and Co-CEO of the Company; Paul Levesque, the Chief Content Officer of the Company, is Ms. McMahon’s husband. These executives received compensation in their capacities as employees and as independent contractor performers for the Company including participating in talent royalties for certain Company products bearing her or his name and/or likeness. Each has a booking contract with the Company. The compensation package of each of Ms. McMahon and Mr. Levesque is detailed in the Company’s Definitive Proxy Statement filed on April 8, 2022 and the Company’s Current Report on Form 8-K filed on September 2, 2022.

Shane B. McMahon is the son of Mr. McMahon. In 2022, Shane McMahon was retained as an independent contractor performer by the Company and received an aggregate of approximately $828,000 in connection with such services.

Mr. Barrios and Ms. Wilson will be entitled to our normal Board fees for non-management Directors. The Company also will enter into an Indemnification Agreement with each of Messrs. McMahon and Barrios and Ms. Wilson in the same form that the Company has entered into with other directors.

On January 6, 2023, the Company announced that Ignace Lahoud and Man Jit Singh resigned from the Board, effective January 6, 2023. Prior to their resignations, Mr. Lahoud served as a member of the Company’s Audit Committee (the “Audit Committee”) and Mr. Singh served as the lead independent director, Chair of the Company’s Compensation & Human Capital Committee (the “Compensation & Human Capital Committee”) and a member of the Company’s Governance & Nominating Committee (the “Governance & Nominating Committee”). While Messrs. Lahoud and Singh agreed with the Board’s decision to explore the Company’s strategic alternatives, they did not agree with Mr. McMahon’s return at this time.

On January 9, 2023, the Board elected Mr. McMahon as Executive Chairman of the Board (as a result of which Ms. McMahon ceased to be Chairwoman of the Board). In addition, on January 9, 2023, Steve Koonin and Michelle McKenna were appointed by the Board to each of the Audit Committee and the Governance & Nominating Committee and Steve Pamon and Ms. McKenna were appointed by the Board to the Compensation & Human Capital Committee. Accordingly, as of January 9, 2023, each of the Audit Committee, Compensation & Human Capital Committee and Governance & Nominating Committee is composed of Messrs. Pamon and Koonin and Ms. McKenna.

On January 10, 2023, Ms. McMahon informed the Company that she has resigned from her role as Co-CEO and as a member of the Board. As a result of Ms. McMahon’s resignation, Nick Khan assumed the role of sole Chief Executive Officer of the Company. Mr. Khan also remains a member of the Board.

Following the changes to the composition to the Board described above, the Board ceased to be comprised of a majority of independent directors and the Company has elected to avail itself of the “controlled company” exemption from the listing requirement under the rules of the New York Stock Exchange that a majority of the board of directors consists of independent directors. The Company currently anticipates that the Board will be comprised of a majority of independent directors, and therefore the Company will cease to rely on this exemption, as of January 30, 2023.

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