Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2022, World Wrestling Entertainment, Inc. (the “Company”) and its
Board of Directors announced that a special committee of independent members of
the Board of Directors (the “Special Committee”) is conducting an investigation
into alleged misconduct by the Company’s Chairman and Chief Executive Officer,
Vincent K. McMahon, and another executive. Effective immediately, Mr. McMahon
has voluntarily stepped back from his responsibilities as Chairman and Chief
Executive Officer until the conclusion of the investigation.
Effective as of June 17, 2022, the Special Committee appointed Stephanie
McMahon, Chief Brand Officer and a director of the Company, to serve as the
Company’s interim Chief Executive Officer and interim Chairwoman.
Biographical and other information regarding Ms. McMahon is included in the
Company’s definitive proxy statement for its 2022 annual meeting of
stockholders, filed with the Securities and Exchange Commission on April 8, 2022
(the “Proxy Statement”), which information is incorporated herein by reference.
Ms. McMahon is the daughter of Mr. McMahon and the wife of Paul Levesque, EVP,
Global Talent Strategy & Development and a director of the Company. There are no
arrangements or understandings with any person pursuant to which Ms. McMahon was
selected as interim Chief Executive Officer or interim Chairwoman of the
Company. Any transactions directly or indirectly involving Ms. McMahon that
would be required to be disclosed pursuant to Item 404(a) of Regulation S-K
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
disclosed in the Proxy Statement.
Item 7.01Regulation FD Disclosure.
On June 17, 2022, the Company and its Board of Directors issued a press release
announcing the stepping back of Mr. McMahon and the appointment of Ms. McMahon,
a copy of which is attached as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, nor shall it be
deemed to be incorporated by reference into any of the Company’s filings under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by specific reference in
such a filing.
Item 9.01Financial Statements and Exhibits.
99.1 Press Release of World Wrestling Entertainment, Inc., dated June 17,
104Cover Page Interactive Data File (embedded within the Inline XBRL documents).
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