Last month, the Wall Street Journal reported that Vince McMahon who was stepped down as CEO of WWE last July planning to return to WWE. According to WSJ, McMahon informed his close friends “that he received bad advice from people close to him to step down.”
Vince McMahon informed the company in a letter last month that he is electing himself, former WWE Co-Presidents Michelle Wilson and George Barrios to the director board. You can read the full letter by clicking here.
However, three directors have to vacate their position to let Vince McMahon, Michelle Wilson, and George Barrios into the board.
According to the new filing, Vince McMahon has put himself, Michelle Wilson, and George Barrios on the board and removed Alan Wexler, JoEllen Lyons Dillon and Jeffrey Speed.
Brandon Thurston of Wrestlenomics reported that “The filing shows Vince making changes to WWE’s bylaws so media rights deals and any company sales can’t be made without his approval.”
Here’s the new SEC filling.
REMOVAL OF MEMBERS OF THE BOARD OF DIRECTORS
WHEREAS, under Delaware law, the power to remove any director resides in the stockholders entitled to vote for the election of such director, and Article VI of the Charter and Article II, Section 2.12 of the Bylaws provide in relevant part that any director may be removed, with or without cause, by the stockholders entitled to vote for the election of such director.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, each of the following individuals be, and hereby is, removed, without cause, from the Board of Directors of the Corporation (the “Board of Directors”) (the “Removal Resolution”):
JoEllen Lyons Dillon
Jeffrey R. Speed
Alan M. Wexler
FILLING OF VACANCIES ON THE BOARD OF DIRECTORS
WHEREAS, under Delaware law the power to fill director vacancies resides inherently in the stockholders, Article VI of the Charter grants the Board exclusive authority to fill newly created directorships but does not grant the Board exclusive authority to fill other vacant directorships, and Article II, Section 2.12 of the Bylaws provides in relevant part that any vacancy in the Board caused by the removal of a director by the stockholders may be filled by the stockholders entitled to vote for the election of the director so removed.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, each of the following individuals be, and hereby is, elected to fill a vacancy on the Board of Directors caused by the Removal Resolution:
Vincent K. McMahon
The above resolutions and actions taken by this Consent shall have the same force and effect as if taken at a meeting of the stockholders of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon duly called and constituted pursuant to the Bylaws and the laws of the State of Delaware. This consent may be executed in two or more counterparts, each of which shall be deemed an original and together constitute one and the same consent.
On December 20th, Vince McMahon sent the following letter to WWE’s board which stated that he wanted to come back as Executive Chairman. Here’s the excerpt of the letter.
“As you know, the media rights subject to the upcoming negotiations are critical to any strategic alternative consideration, and therefore the two initiatives must occur in parallel fashion. By combining a review of strategic alternatives, with the media rights negotiations, our Company can make better, more well-informed, and faster decisions. Moreover, any party that engages in strategic discussions with WWE will want to be assured that I, as controlling shareholder, am aligned with the decision-making process. In other words, we must unify the Company’s decision-making regarding these two interconnected initiatives to fully capitalize on this unique opportunity.
For these reasons, it is critical for me to rejoin the Board as Executive Chairman to work alongside our management team in leading the exploration of strategic alternatives and media rights negotiations – and it is necessary to fulfill my commitment to doing what is best for WWE. Successfully navigating this process will require close coordination among WWE leadership and the Board, as well as a clearly defined and well-executed strategy to secure the greatest value for WWE’s stockholders. As WWE’s founder and largest shareholder, no one has a greater interest in the long-term success of WWE – or is more aligned with all WWE shareholders – than me.
I want to be very clear that I wholeheartedly believe that WWE has an exceptional management team in place. Stephanie, Nick, Paul, and the rest of the management team have my full and unconditional support, and as Executive Chairman, I would support them to facilitate unified, efficient, and effective decision-making during this important period in the Company’s history.
An announcement that I am rejoining the Board as Executive Chairman provides a natural opportunity for WWE to announce its intention to engage in a strategic review process. In light of timing of the media rights cycle, it is important to finalize my return to WWE as soon as possible. Accordingly, I would request to hear back from you by 6pm Eastern Time on Tuesday, January 3.”
Here’s the excerpt of the board’s response to Vince McMahon’s December 20th letter.
“it is also our unanimous view that your return to the Company at this time, while government investigations into your conduct by the U.S. Attorney’s Office and SEC are still pending, would not be prudent from a shareholder value perspective. This determination is based on a variety of factors, including non-public information the Board has become aware of and the risks to the Company and its shareholders of placing a greater spotlight on these issues”.
Here’s the excerpt of Vince’s response to the board’s response.
“…unless I have direct involvement and input as Executive Chairman from the outset, I will not be able to support or approve any media rights deals or strategic transaction…”
We will update you when we receive more details. Stay tuned with The Spotlight for more news.