Current Report Filing (8-k)
October 05 2020 - 05:21PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 1, 2020
World Wrestling Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16131
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04-2693383
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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1241 East Main Street,
Stamford,
CT
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06902
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code:
(203)
352-8600
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction
A.2.):
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01 per share
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WWE
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company ad defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 5.02Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On October 1, 2020, the Board of Directors (“Board”) of World
Wrestling Entertainment, Inc. (the “Company”) increased the size of
the Board from 11 to 12 members and elected Erika Nardini to fill
the vacancy created by the increase in Board size. Ms. Nardini has
not currently been appointed to any committee of the Board. The
Board determined that Ms. Nardini satisfies the independence
requirements of applicable New York Stock Exchange and Securities
and Exchange Commission rules.
There are no arrangements or understandings with any person
pursuant to which Ms. Nardini was elected as a director of the
Company. In addition, there have been no transactions directly or
indirectly involving Ms. Nardini that would be required to be
disclosed pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934.
Ms. Nardini will be entitled to the Company’s normal Board retainer
for non-management directors, prorated for the portion of the year
served.
The Company will also enter into an Indemnification Agreement with
Ms. Nardini in the same form that the Company has entered into with
its other non-management directors. The Indemnification Agreement
supplements and clarifies existing indemnification provisions of
the Company’s Certificate of Incorporation and Bylaws and, in
general, provides for indemnification to the fullest extent
permitted by law, subject to the terms and conditions provided for
in the Indemnification Agreement.
The foregoing description of the Indemnification Agreement is
qualified in its entirety by reference to the full text of the form
of Indemnification Agreement incorporated by reference herein as
Exhibit 10.1.
Item 7.01Regulation
FD Disclosure.
On October 5, 2020, the Company issued a press release announcing
the election of Ms. Nardini to the Board, as described under Item
5.02, above. A copy of the press release is attached as Exhibit
99.1 to this Form 8-K.
Item 9.01
Financial Statements and Exhibits
(d)Exhibits
10.1Form
of Indemnification Agreement entered into between the Company and
its independent Directors (incorporated by reference to Exhibit
10.13 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2014).
99.1Press
Release dated October 5, 2020.
104Cover
Page Interactive Data File (embedded within the Inline XBRL
document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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WORLD WRESTLING ENTERTAINMENT, INC.
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Dated:
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October 5, 2020
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By:
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/s/ Mark Kowal
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Mark Kowal
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Chief Accounting Officer and Senior Vice President,
Controller
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