Vince McMahon generated significant media attention in the past year due to his involvement in a scandal involving payoffs to keep quiet. The professional wrestling community closely followed the situation, eagerly anticipating developments. Eventually, McMahon returned to his position as majority shareholder and Executive Chairman of WWE, wielding his power to shape the company’s direction. Now it seems McMahon won’t even need approval from WWE shareholders to take action.
Vince McMahon’s re-entry into the Board of Directors was met with comparisons to a hostile takeover, as he was relentless in his quest for control. He assumed the role of Executive Chairman of WWE following the resignation of Stephanie McMahon, leaving Nick Khan as the sole CEO.
This news disappointed fans to no end as they expressed concerns about McMahon’s return to the position of Chairman. Even then, McMahon will do whatever he wants to do in the end.
In fact, this statement has more weight to it than initially thought. According to a new filing, Vince McMahon no longer needs approval from WWE shareholders for any action he takes from now on.
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.
Vince McMahon’s return to WWE has also been compared to that of Walt Disney in a huge way. It is also to be noted that McMahon currently controls approximately 81% of total voting power, so he can legitimately do whatever he wants to. By the looks of it, it is just a matter of time before McMahon takes over Creative control of the company.
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