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)
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.):
Securities registered pursuant to Section 12(b) of the Act:
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 ☐
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. ☐
On November 18, 2020, World Wrestling
Entertainment, Inc. (the “Company”) entered into a term sheet (the
“Term Sheet”) to settle the previously disclosed action
titled City of Warren Police
and Fire Retirement System, individually and on behalf of all
others similarly situated, v. World Wrestling Entertainment, Inc.,
Vincent K. McMahon, George A. Barrios, and Michelle D.
Wilson, No.
1:20-cv-02031-JSR, currently
pending in the United States District Court for the Southern
District of New York (the “Court”). Plaintiffs
in the lawsuit alleged securities law violations by the Company,
its current Chief Executive Officer and its former Co-Presidents,
related to certain disclosures concerning the Company’s business
relationship in and with the Kingdom of Saudi Arabia. The Term
Sheet was reached in connection with a voluntary mediation which
involved the Plaintiffs and their counsel, the Company and its
counsel, and the Company’s insurance carriers. Aside from the
Term Sheet, there will be other standard and customary terms of
class action settlements in the stipulation of settlement.
The settlement is subject to notice to the class and preliminary
and final approval by the Court.
The settlement will include a full release
of all Defendants in connection with the allegations made in the
lawsuit, and will not contain any admission of liability or
admission as to the validity or truth of any or all
allegations or claims by any of
the Defendants.
The Term Sheet provides for a settlement payment, subject to Court
approval, of $39 million (inclusive of all Plaintiffs’ attorneys
fees and expenses and settlement costs), all of which the Company
expects will be paid by the Company’s insurance carriers.
The Company believes that resolving the matter is the right
business decision and that it is prudent to end the protracted and
uncertain class action process.
Cautionary Note
Regarding Forward-Looking Statements
This Report on Form 8-K contains forward-looking statements.
Forward-looking statements may be identified by words such as
“expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,”
“estimates,” “will,” or words of similar meaning.
Forward-looking statements made by the Company speak only as of the
date made, are subject to change without any obligation on the part
of the Company to update or revise them, and undue reliance should
not be placed on these statements. For more information about risks
and uncertainties associated with the Company’s business, please
refer to the “Management's Discussion and Analysis of Financial
Condition and Results of Operations” and “Risk Factors” sections of
the Company’s Form 10-Q for the quarter ended September 30, 2020,
and the Company’s other SEC filings, including, but not limited to,
its annual report on Form 10-K.
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.
Dated: November 20,
2020
