Vince McMahon is free to act without shareholder approval



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Vince McMahon is free to act without shareholder approval

Since returning to WWE, it seems that Vince McMahon has a lot of power again. In fact according to a new legal filing he doesn't even need the approval of shareholders to make decisions. Among all things, there has even been talk of his possible participation in the Royal Rumble, with the fans who have literally widened their eyes reading the news, and some appearances on TV, above all counting that the next episode of Monday Night Raw will be an special because the 30th anniversary of the birth of the brand will be celebrated.

A new filing with the Securities and Exchange Commission said: "No further approval from the company's shareholders is required to approve any of the actions Mr. McMahon has taken pursuant to the Jan. 16 consensus. On January 5, 2023, Vincent K.

McMahon, the controlling stockholder of World Wrestling Entertainment, Inc, executed and delivered a written consent taking certain actions by consent without a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware esulting in, among other things, the election of Mr.

McMahon to the Board of Directors of the Company and certain amendments to the Company's bylaws that Mr. McMahon indicated were intended to ensure that the Company's corporate governance continued to properly enable and support stockholder rights”.

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.

On January 9, 2023, the Board elected Mr. McMahon as Executive Chairman of the Board. 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 stockholders rights.

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 repeat the January 5th Amendments, as further described below in Item 5.03.

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. Pursuant to rules adopted by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended the Company expects to file with the SEC, and thereafter mail to its stockholders, an information statement as required by Schedule 14C promulgated under the Exchange Act to provide stockholders with information concerning the January 5th Consent and January 16th Consent.

The Schedule 14C will also constitute notice to stockholders in accordance with Section 228 of the DGCL of the actions taken by the January 5th Consent and the January 16th Consent."