A new Form 8-K form filed with the United States Securities and Exchange Commission by WWE, the Executive Chairman Vince McMahon repealed one of the January 5 amendments he made to the company’s bylaws.
Before elected again as Executive Chairman of the WWE Board of Directors, McMahon made an amendment that required shareholders to approve any sale or TV rights deal. Since he is the largest – and controlling shareholder – he would have had the final say and in an e-mail late last year, he told the Board that if he’s not back in power, he was not going to approve anything.
In the new amendments dated January 16, McMahon removed the bylaw that requires shareholder approval for any sale or TV rights. Since is now back in power, his position gives him the power to approve any deal without any shareholder input.
“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,” the filing states. “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 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.”
The filing continues to say, “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.”