It's Official: Vince McMahon Can Now Do WHATEVER He Wants In WWE
Per a new SEC filing, Vince McMahon no longer needs stockholder consent for major WWE decisions.
Vince McMahon's power over WWE is growing by the day.
Following a prior report noting that the Executive Chairman had returned to his office and was suggesting changes to various WWE departments, a new SEC filing has expanded his decision-making ability. As of 16 January, when the document was filed, McMahon no longer requires additional approval from other WWE stockholders on any actions he may take.
Although McMahon resigned in disgrace as WWE Chairman and CEO in July 2022, doing so amidst allegations of sexual misconduct, he retained majority voting power. This facilitated his return to the company's board of directors on 9 January 2023, which came in spite of the board's unanimous belief that such a move wouldn't be in the best interests of WWE shareholders.
The initial SEC filing confirming McMahon's return noted Vince was coming back to facilitate a potential sale of the company and assist with upcoming content rights deals, doing so as Executive Chairman. In a press release dated 5 January, McMahon's intent to change certain company bylaws was also stated:-
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.
Per the relevant portion of the 16 January filing:-
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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”).