WWE filed a new Form 8-K with the United States Securities & Exchange Commission this morning (Jan. 17).
It amends the company’s bylaws, repealing the Written Consent Vince McMahon executed on Jan. 5 as part of his return to WWE’s Board of Directors — which was the basis for an investor lawsuit claiming “McMahon violated his fiduciary duties by executing the Written Consent” as he’d changed the bylaws to “impose his will on the board and WWE.”
In their place is a new Written Consent, which pronounces that McMahon no longer needs stockholder approval for his actions.
From the newest SEC 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”).
The filing can be read in full here.
Throughout a saga that began with revelations that he failed to report hush money payments to women with whom he had affairs and/or who claimed he mistreated them, McMahon has maintained ownership of 81% of WWE voting stock.
Since Vince’s return, he was elevated to Chairman of the Board as his daughter, former Chairperson & co-CEO Stephanie McMahon, resigned. Reports and speculation have focused both on a possible sale of the company and potential changes to WWE’s leadership team. As of this writing, Nick Khan is CEO and said to be in charge on the business side. Vince’s son-in-law Paul “Triple H” Levesque has repeatedly told his team that he remains in control of creative and talent development.