![]() ![]() 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. 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. 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. On January 9, 2023, the Board elected Mr. McMahon as Executive Chairman of the Board. ![]() 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. (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. McMahon, the controlling stockholder of World Wrestling Entertainment, Inc. It is also noted that no further approval of the stockholders in WWE is required to approve any of McMahon’s actions in accordance with the January 16th consent. In a new SEC filing, it is noted that on January 16th, Vince, in his capacity to do so as controlling stockholder of WWE, “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”. This suit was filed in Delaware’s Chancery Court. The following day, Scott Fellows, who holds Class A common stock in WWE, filed a class action complaint against Vince, claiming that he continuously abused his power as CEO. ![]() On January 10th, following Stephanie McMahon’s resignation as co-CEO and Chairwoman of WWE, Vince McMahon was voted back on to the Board of Directors to become the Executive Chairman of the Board while Nick Khan became the sole CEO of the company. ![]()
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