Current Report Filing (8-k)
November 20 2020 - 04:03PM
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):
November 18, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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 November 19, 2020, World Wrestling Entertainment, Inc. (the
“Company”) appointed Karen Mullane as its Controller and Principal
Accounting Officer. The appointment coincides with the departure of
Mark Kowal after 19 years of dedicated service to the
Company.
Since April 2020, Ms. Mullane, age 56, has served as the Chief
Financial Officer of CreateMe Technologies, a privately held
company bringing technology and hardware innovations to the apparel
industry. Prior to that, from January 2019 until April 2020 she
served as Vice President and Corporate Controller of SeatGeek,
Inc., a ticket platform enabling users to buy and sell tickets for
live sports, concerts and theater events. From July 2018 until
January 2019, Ms. Mullane was the Vice President and Corporate
Controller, Chief Accounting Officer for SoulCycle, a privately
held New York City-based fitness company. From January 2014 to
November 2017, Ms. Mullane served as Vice President and Corporate
Controller of Etsy, Inc.
Ms. Mullane executed an offer letter with the Company (the “Offer
Letter”), pursuant to which she agreed to serve as the Controller
of the Company effective on November 19, 2020. The Offer Letter
provides that Ms. Mullane will receive an annual base salary of
$415,000, payable bi-weekly. In addition, Ms. Mullane will be
eligible to earn annual cash incentive awards under the Company’s
management incentive plan. Ms. Mullane’s annual target incentive
award will be 35% of her base salary. Further information about the
Company’s management incentive plan is included in the Company’s
proxy statement for the 2020 Annual Meeting of Stockholders, filed
with the Securities and Exchange Commission on March 6, 2020. Ms.
Mullane will also receive a sign-on bonus in the amount of $61,500,
subject to repayment if Ms. Mullane voluntarily terminates her
employment with the Company. Ms. Mullane will also conditionally
receive certain relocation expenses and temporary housing. In
connection with the appointment, Ms. Mullane will be granted
restricted stock units of the Company’s Class A common stock valued
at $166,000. These restricted stock units will be subject to and
governed by the terms of the Company’s Omnibus Incentive Plan and
will vest in three equal annual installments. Ms. Mullane will also
be eligible to participate in future equity award programs that are
offered to other executives of the Company. Finally, Ms. Mullane
will be eligible to participate in the Company’s compensation and
benefits plans and programs available to similarly situated
executives.
The foregoing description of the Offer Letter is qualified in its
entirety by reference to the complete text of the Offer Letter, a
copy of which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Ms. Mullane has no family relationships with any director or
executive officer of the Company, and there are no arrangements or
understandings with any person pursuant to which she was selected
as an officer of the Company. In addition, there have been no
transactions directly or indirectly involving Ms. Mullane that
would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K under the Securities Exchange Act of
1934.
Item 9.01
Financial Statements and Exhibits
(d)Exhibits
10.1Offer
Letter, dated November 19, 2020, between World Wrestling
Entertainment, Inc. and Karen Mullane.
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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November 20, 2020
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By:
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/s/ KRISTINA SALEN
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Kristina Salen
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Chief Financial Officer
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