Vince McMahon is back on the WWE board of directors, along with former company presidents Michelle Wilson and George Barrios.
The move was confirmed on Friday in a Securities and Exchange Commission filing, and later in a WWE press release.
The SEC filing outlines that media rights deals and any potential sale of the company cannot be actioned without McMahon’s approval.
Today’s WWE press release states that the company intends to undertake “a review of its strategic alternatives with the goal being to maximize value for all WWE shareholders.” Although it also states that there is no assurance that a sale of the company will be the end result, as of 11.00 am Eastern Time, WWE stock had risen 22% in 24 hours to just over $88.
On the heels of these developments, John Pollock has learned from multiple sources at WWE that an all-employee Zoom meeting is scheduled for 3.30 pm on Friday.
McMahon, Wilson and Barrios are replacing outgoing members JoEllen Lyons Dillon, Jeffrey R. Speed and Alan M. Wexler. Separately, two further board members resigned. They are Ignace Lahoud and Man Jit Singh.
The SEC filing details communications between McMahon and the board that began in December 2022.
On December 20th, McMahon wrote, in part:
…it is critical for me to rejoin the Board as Executive Chairman to work alongside our management team in leading the exploration of strategic alternatives and media rights negotiations – and it is necessary to fulfill my commitment to doing what is best for WWE. Successfully navigating this process will require close coordination among WWE leadership and the Board, as well as a clearly defined and well-executed strategy to secure the greatest value for WWE’s stockholders. As WWE’s founder and largest shareholder, no one has a greater interest in the long-term success of WWE – or is more aligned with all WWE shareholders – than me.
I want to be very clear that I wholeheartedly believe that WWE has an exceptional management team in place. Stephanie, Nick, Paul, and the rest of the management team have my full and unconditional support, and as Executive Chairman, I would support them to facilitate unified, efficient, and effective decision-making during this important period in the Company’s history.
He added:
I intend to keep my letter and any ancillary communications out of the public domain and trust that the Board will do the same. While I of course reserve all my rights, my strong preference is to conduct any dialogue regarding this letter privately and collaboratively.
The letter was signed off: “Happy Holidays, Vince”.
In response, on December 27th, correspondence on behalf of WWE board stated:
…it is also our unanimous view that your return to the Company at this time, while government investigations into your conduct by the U.S. Attorney’s Office and SEC are still pending, would not be prudent from a shareholder value perspective. This determination is based on a variety of factors, including non-public information the Board has become aware of and the risks to the Company and its shareholders of placing a greater spotlight on these issues.
McMahon responded on December 31st, stating:
I would like to be clear that unless I have direct involvement and input as Executive Chairman from the outset, I will not be able to support or approve any media rights deals or strategic transaction (including any commitments made by or on behalf of the Company regarding a potential transaction or process)…
There is no rationale for your position that my return to the Company “would not be prudent from a shareholder value perspective.” To the contrary, my return in the context of the media rights negotiations and a potential value maximizing strategic transaction is necessary precisely from a shareholder value perspective because it will allow WWE (as well as any transaction counterparties) to engage in these processes knowing they will have the support of the controlling shareholder.
The full text of the three letters can be read at the end of the SEC filing.
Today’s WWE press release confirming McMahon’s return states that he does not intend for there to be any change to the roles, duties or responsibilities of the current WWE management:
01/06/2023
STAMFORD, Conn.–(BUSINESS WIRE)– 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.
McMahon retired as WWE CEO on July 22nd amidst an investigation of several allegations of serious sexual misconduct and hush money payments. However, he retained around 80% of the company’s voting power.
