UPDATE #4 (January 6, 2023 – 4:30 p.m.).
(From left to right: Undated photo of Vince McMahon, Paul Levesque and Stephanie McMahon.)
PWI reported on today’s WWE staff meeting, that did not include WWE’s independent contractors / wrestlers, that was held at 3:45 p.m. EST. The meeting was led by WWE Co-CEOs Stephanie McMahon and Nick Khan.
*They officially announced Vince McMahon was back on the Board of Directors.
*They reiterated that there would be no changes to management or their responsibilities at this time. So, Paul Levesque, Stephanie McMahon, Nick Khan, Frank Riddick III (who was also on the call), etc. would remain in place in their current positions and jobs.
*It was also pushed that the move was a big positive and made to give the company everything they needed to make the most of their future rights revenue sales (i.e. new deals for Raw, Smackdown, etc.) as well as to gauge the market for potential sale of the company with the idea that with Vince McMahon back, the entire company would all be on the same page in maximizing WWE’s potential leading into the future.
*The idea is they would be looking at potential sale offers ahead of any rights negotiations, in case that would be a greater benefit (i.e. more lucrative financially) than another round of just selling TV rights – but it was also greatly emphasized that a sale may not happen and it should not be assumed it would. The final say in all of this would go to Vince McMahon as the controlling shareholder.
*It was also mentioned that a “possible avenue” for the company could be for it to be taken private again if it was “the best outcome for shareholders.” This was mentioned among potential strategic options, not that it was something they WILL be doing.
*It was described to us as very much a rah rah meeting to try and raise the spirits of the troops.
*They did not take any employee questions.
UPDATE #3 (January 6, 2023 – 4 p.m.).
(From left to right: December 2021 photo of Vince McMahon, Stephanie McMahon and Nick Khan.)
As part of WWE SEC filings, reported earlier, the late December 2022 exchanges between Vince McMahon and the WWE Board have been revealed.
(1) Vince McMahon letter to the WWE Board dated December 20, 2022.
(2) WWE Board response to Vince McMahon dated December 27, 2022.
(3) Vince McMahon response to the WWE Board dated December 31, 2022.
Looks like Vince McMahon, as the controlling WWE shareholder, exerted pressure on the WWE Board for his return.
UPDATE #2 (January 6, 2023 – 3 p.m.).
(From left to right: Undated photo of George Barrios, Michelle Wilson, Vince McMahon, Stephanie McMahon and Paul Levesque. Not pictured: Nick Khan.)
Today WWE issued a news release acknowledging the return of Vince McMahon to the board along with George Barrios and Michelle Wilson. The news release also notes that while three board members were removed to allow for the three to return to the WWE, two further board members have resigned seemingly over concerns on Vince McMahon’s return after a tumultuous year involving years old sexual misconduct allegations that resulted in McMahon resigning all of his positions in WWE earlier in 2022. The WWE news release is below.
WWE PROVIDES UPDATE REGARDING COMPOSITION OF ITS BOARD OF DIRECTORS AND EXPLORATION OF STRATEGIC ALTERNATIVES
STAMFORD, Conn., January 6, 2023 – WWE (NYSE: WWE) is providing the following update regarding the composition of its Board of Directors and the exploration of strategic alternatives.
“Today, we announce that the founder of WWE, Vince McMahon, will be returning to the Board,” said Chairwoman & Co-CEO Stephanie McMahon, Co-CEO Nick Khan and Chief Content Officer Paul Levesque. “We also welcome back Michelle Wilson and George Barrios to our Board of Directors. Together, we look forward to exploring all strategic alternatives to maximize shareholder value.”
As Vince McMahon stated yesterday, “WWE has an exceptional management team in place, and I do not intend for my return to have any impact on their roles, duties, or responsibilities.”
In connection with the change in the composition of the Board of Directors and in cooperation with Vince McMahon as majority shareholder, the Company intends to undertake a review of its strategic alternatives with the goal being to maximize value for all WWE shareholders. There is no assurance that this process will result in a transaction.
Vince McMahon, in his capacity as controlling shareholder of the Company, has removed JoEllen Lyons Dillon, Jeffrey R. Speed and Alan M. Wexler from the Board. Vince McMahon, George Barrios and Michelle Wilson have been added to the Board to fill the resulting vacancies.
The Board currently consists of:
- Vince McMahon
- Stephanie McMahon
- Nick Khan
- Paul Levesque
- Steve Koonin
- Michelle McKenna
- Steve Pamon
- George Barrios
- Michelle Wilson
Ignace Lahoud and Man Jit Singh have resigned from the Board, effective today…
It should be noted that Man Jit Singh, who resigned from the WWE Board today, was the lead investigator for WWE’s internal investigation concerning Vince McMahon, his alleged sexual misconduct and alleged use of WWE funds for his alleged victims. In addition, Jeffrey R. Speed who was one of the three board members removed to make way for Vince, George and Michelle’s returns was also involved in the investigation.
UPDATE #1 (January 6, 2023 – 10 a.m.).
Vincent Kennedy McMahon Returns To WWE Board With Plan To Sell The Company!
The WWE has filed paperwork with the Securities and Exchange Commission (SEC) in the United States indicating that Vince McMahon had rejoined the WWE Board of Directors with George Barrios and Michelle Wilson. The three spots on the Board that they occupy were made available due to JoEllen Lyons Dillon, Jeffrey R. Speed and Alan M. Wexler being removed from the Board without cause. The document also reveals Vince McMahon made changes to WWE bylaws that require his approval, as majority shareholder, for any media rights agreement and any company sale. The WWE’s SEC filing is here.
ORIGINAL (January 6, 2023 – 4 a.m.).
Vincent Kennedy McMahon Set To Return To WWE Board With Plan To Sell The Company!
(Undated photo of Vince McMahon with Attitude Era WWE Championship.)
Vince McMahon issued a press release on his plan.
Vince McMahon Takes Actions in Support of Plan for WWE to Undertake a Review of Strategic Alternatives and Capture Unique Opportunity to Maximize Long-term Value for All Shareholders
Submits written consent to WWE Board electing himself and Company veterans George Barrios and Michelle Wilson as Directors
Actions are necessary to ensure McMahon’s full participation in upcoming media rights negotiations and review of strategic alternatives
GREENWICH, Conn., Jan. 5, 2023 /PRNewswire/ — Vince McMahon, the founder and controlling shareholder of World Wrestling Entertainment Inc. (“WWE” or the “Company”) (NYSE: WWE), announced today that he has taken necessary actions to position the Company to capitalize on a unique opportunity to maximize long-term value for all WWE shareholders. The actions, communicated to WWE’s Board of Directors today via written consent, include the election to the Board of Mr. McMahon, as well as Michelle Wilson and George Barrios – former WWE Co-Presidents and Board members, and currently the Co-Founders and Co-CEOs of Isos Capital Management – and the requisite removal from the Board of three directors. Mr. McMahon expects to assume the role of Executive Chairman of the Board.
Mr. McMahon’s new role will enable unified decision making through the Company’s upcoming media rights negotiations and a parallel full review of the Company’s strategic alternatives, which Mr. McMahon believes is the right course of action and in the best interests of WWE and WWE shareholders amidst the current dynamics in the media and entertainment industry. As Mr. McMahon has communicated to the Board, he believes there is a narrow window of opportunity to create significant value for all shareholders and that to do so, the strategic alternatives review must occur in tandem with the media rights negotiations. He also expressed to the Board that he believes these two initiatives require Mr. McMahon’s direct participation, leadership, and support as controlling shareholder.
“WWE is entering a critical juncture in its history with the upcoming media rights negotiations coinciding with increased industry-wide demand for quality content and live events and with more companies seeking to own the intellectual property on their platforms,” said Mr. McMahon. “The only way for WWE to fully capitalize on this opportunity is for me to return as Executive Chairman and support the management team in the negotiations for our media rights and to combine that with a review of strategic alternatives. My return will allow WWE, as well as any transaction counterparties, to engage in these processes knowing they will have the support of the controlling shareholder.”
Prior to delivering written consent, Mr. McMahon sent two separate letters to the Board in late December in which he expressed the urgency of his return to the Company as Executive Chairman and his desire to work collaboratively with the Board and management team. Following conversations with representatives of the Company both before and after Mr. McMahon’s most recent letter on December 31, Mr. McMahon determined, consistent with his rights as controlling shareholder, that the steps announced today are necessary to maximize value for all WWE shareholders.
Mr. McMahon said, “Ms. Wilson and Mr. Barrios are highly qualified directors whose professional experience positions them well to help the Company achieve the best possible outcomes in both initiatives. As former WWE Co-Presidents and Board members, they are intimately familiar with industry dynamics and the organization’s operations and have helped guide the Company through past successful media rights negotiations. I look forward to working closely again with Michelle and George – as well as the Company’s remaining directors and management team, who have my full support and confidence. WWE has an exceptional management team in place, and I do not intend for my return to have any impact on their roles, duties, or responsibilities.”
In conjunction with the changes to WWE’s Board, Mr. McMahon’s written consent also includes certain amendments to the Company’s bylaws to ensure that WWE’s corporate governance continues to properly enable and support shareholder rights. These changes will be detailed in a Schedule 13D amendment to be filed by Mr. McMahon and a Form 8-K to be filed by the Company in the coming days.
No assurances can be given regarding the outcome or timing of the review process. Mr. McMahon does not intend to comment further until the process has concluded or Mr. McMahon has otherwise determined that further disclosure is appropriate or required.
Michelle Wilson Biography
Ms. Wilson is Co-Founder and Co-CEO of Isos Capital Management. She is a leading sports and entertainment c-suite executive and, prior to founding Isos with Mr. Barrios, most recently served as Co-President and Board Member of WWE until January 2020. In 2018, Forbes named Ms. Wilson one of the 10 Most Powerful Women in Sports. She also was featured on the Adweek 50 list, which highlights the leading executives in Media, Marketing and Technology, and named one of Sports Illustrated’s 10 Most Influential Women in Sports. She joined WWE in 2009 and prior to her appointment as Co-President, served as Chief Revenue and Marketing Officer.
Previously, Michelle served as the Chief Marketing Officer of the United States Tennis Association, oversaw all marketing efforts for the launch of the XFL, a partnership between WWE and NBC, and held consumer products and brand management positions at the NBA and Nabisco, respectively. She received her MBA from Harvard Business School and currently serves on the Boards of Bowlero Corporation and Turtle Beach Corporation.
George Barrios Biography
Mr. Barrios serves as Isos Capital Management’s Co-Founder and Co-CEO. He is an award-winning c-suite executive and most recently served as Co-President and Board Member of WWE until January 2020. In 2017, Institutional Investor ranked George among the Top 3 CFOs in the Media Industry as part of its All-America Executive team rankings. He joined WWE in 2008 as its Chief Strategy and Financial Officer.
Previously, he held leadership roles in finance, strategy and operations at the New York Times, Praxair, Time Warner and HBO. He received his MBA from the University of Connecticut School of Business and currently serves as the National Board Chair of the Make-A-Wish Foundation.
Kirkland & Ellis is serving as legal counsel to Mr. McMahon.
Forward Looking Statements
This press release contains forward-looking statements pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding Mr. McMahon’s return to the Board as Executive Chairman, the impact of Mr. McMahon, Ms. Wilson and Mr. Barrios as members of the Board, the timing and success of the Company’s media rights negotiations and the Company’s review of strategic alternatives. In addition, the words “may,” “will,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,” “believe,” “expect,” “outlook,” “target,” “goal,” “guidance” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These statements relate to future possible events, as well as plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from future results expressed or implied by such forward-looking statements. These forward-looking statements are subject to uncertainties relating to, without limitation, the matters referred to in this release, the complexity of the Company’s rights agreements across distribution mechanisms and geographical areas and the Company’s review of strategic alternatives. Forward-looking statements speak only as of the date made and are subject to change without any obligation to update or revise them. Undue reliance should not be placed on these statements.
Contact
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If this comes to pass, it is not expected to change the roles of office holders of current WWE Co-CEOs, Stephanie McMahon and Nick Khan or WWE Chief Content Office and Head of Creative Paul Levesque aka Triple H as per the above news release.
…WWE has an exceptional management team in place, and I do not intend for my return to have any impact on their roles, duties, or responsibilities…
WSJ further reports.
…WWE shares rose more than 10% in extended trading Thursday on the news…
…[sources note that] Mr. McMahon thinks the media landscape is evolving quickly and more companies are looking to own the intellectual property they use on their streaming platforms, making WWE an attractive takeover target, the people said. WWE, which generates most of its revenue from selling content rights, posted its first year of over $1 billion in revenue in 2021. The company had a market value of just more than $5 billion as of Thursday’s close.
The board responded last month in a letter to Mr. McMahon that it was prepared to initiate a review process and would welcome working with him on it. However, it said it unanimously agreed that Mr. McMahon’s return to the business wouldn’t be in shareholders’ best interest, according to people familiar with the letters.
The board also asked Mr. McMahon to confirm his commitment to repay expenses incurred by WWE related to an investigation of the [sexual misconduct] allegations and requested that he agree not to return to the company during government probes of the matter, the people said. Mr. McMahon said in response that he remains willing to continue working to complete any reimbursement for reasonable expenses related to the investigation, to the extent they aren’t covered by insurance, but he declined to agree to not return to the company.
He has communicated to the board that unless he has direct involvement as executive chairman from the outset of a strategic review, he won’t support or approve any media-rights deal or sale, the people said…
Interesting news to begin 2023.
