Vince McMahon will no longer require WWE stockholder approval to “approve any of the actions” that the Executive Chairman wants to take.
Vince McMahon made a staggering return to WWE’s Board of Directors in the first week of 2023, with his daughter Stephanie McMahon subsequently resigning from her roles as Chairwoman and co-CEO of the company.
That allowed McMahon to have the Board install him as Executive Chairman of the company, with his return said to be about securing the best media rights or possible sale deal for WWE. The reality though is that many in the company feel the “countdown is on” for McMahon to usurp Chief Content Officer Triple H and take back overall control of the company he bought over 40 years ago from his father.
A new filing to the Securities and Exchange Commission might suggest McMahon is one step closer to that happening as in the filing dated 16th of January, it appears that the Executive Chairman no longer needs approval from WWE stockholders for any action he wishes to take:
“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 has already seen one WWE stockholder launch a class action lawsuit against McMahon, with allegations that he was “breaching fiduciary duty” and attempting to hamper the WWE Board.