Earlier this month, Vince McMahon returned to the WWE board along with two of his former allies. McMahon removed three board members using his powers. As a result, another two board members, Ignace Lahoud and Man Jit Singh resigned from their positions.
Last Tuesday, a shareholder filed a lawsuit against Vince McMahon’s forceful return. According to Bloomberg Law, “A shareholder sued McMahon in Delaware’s Chancery Court, accusing him of wielding his 81% voting control to oust three board members, replace them with loyalists, and push through bylaw changes that would impose his will on the board and WWE.”
On Monday, WWE filed a new SEC filing and noted that Vince McMahon who is the majority shareholder of WWE doesn’t want any approval from stockholders for McMahon’s company-related activities.
“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.“
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