You are currently viewing With the new SEC filing, Vince no longer needs shareholder approval for his actions

With the new SEC filing, Vince no longer needs shareholder approval for his actions

WWE introduced A.J New Model 8-K With the US Securities and Exchange Commission this morning (January 17th).

Amends company bylaws, revoking Vince McMahon’s written consent implemented on January 5 as part of his return to the WWE Board of Directors – which was the basis of an investor lawsuit alleging that “McMahon violated his fiduciary duties by executing written consent” He changed the bylaws to “imposing his will on Board of Directors and WWE.”

In their place is a new written consent, which states that McMahon no longer needs shareholder approval for his actions.

From the most recent SEC filings:

On January 5, 2023, Vincent K. Pursuant to Section 228 of the Delaware General Corporation Law (“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”) which he noted Mr. McMahon noted that it aims to ensure that corporate governance continues to enable and properly support shareholder rights. On January 6, 2023, the Company issued a press release providing an update on the composition of its Board of Directors, including the return of Mr. McMahon to the Board of Directors, and the Company’s intent to explore strategic alternatives with the goal of maximizing value for all shareholders of the Board. company. On January 9, 2023, the Board of Directors elected Mr. McMahon as Chief Executive Officer of the Board.

Subsequently, Mr. McMahon informed the Company of his view that there was significant consensus between the Board and management regarding the decision to conduct a review of strategic alternatives amid the Company’s upcoming media rights cycle and that the Company’s governance would properly empower and support shareholders. rights. In light of the foregoing, on January 16, 2023, Mr. McMahon, in his capacity as the controlling shareholder of the Company, executed and delivered a written consent (“January 16th Consent”) to take certain consent actions without meeting pursuant to Section 228 of the DGCL to substantially set aside the January 5th Amendments, As described below in Clause 5.03.

No additional consent from the shareholders of the Company is required to approve any of the actions taken by Mr. McMahon pursuant to the January 16th approval. Pursuant to rules approved by the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1934, as amended (“the Stock Exchange Act”), the Company expects to file with the SEC, and thereafter mail to its shareholders, a statement of information as It is required in Schedule 14C issued by the Exchange Act to provide shareholders with information regarding the January 5th approval and the January 16th approval. Schedule 14C will also constitute notice to shareholders pursuant to Section 228 of the DGCL of actions taken pursuant to the January 5th and January 16th approvals.

Clause 5.03 Amendments to Articles of Incorporation or Bylaws; change in the fiscal year.

The information in the introductory note to this present report has been incorporated into Form 8-K with reference to this Section 5.03.

Effective January 16, 2023, pursuant to January 16, 2023 approval, Mr. McMahon rescinds all of the January 5 amendments (which are incorporated into the company’s amended and redrafted regulations filed with the Securities and Exchange Commission on January 11, 2023 as Document 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 Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for resolving among other claims any derivative proceeding or proceeding brought on behalf of the Company, and ( 2) 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 approval of January 16, are referred to as “Amended and Restated Regulations”).

The deposit can be read in full here.

Since Vince’s return, he has been elevated to chairman of the board as his daughter, former chairman and co-CEO Stephanie McMahon, has stepped down. Reports and speculation have focused on both the potential sale of the company and potential changes to WWE’s leadership team. As of this writing, Nik Khan is the CEO and is said to be in charge of the business side. Vince’s son-in-law Paul “Triple H” Levesque has repeatedly told his team that he still controls the development of creativity and talent.

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