UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
[X]
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Filed by a Party other than
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Check the appropriate
box:
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Preliminary Proxy
Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material Pursuant to §240.14a-12
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WORLD WRESTLING ENTERTAINMENT, INC.
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
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Date Filed:
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1241 East Main Street
Stamford, Connecticut 06902
Dear WWE Stockholder:
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April 13, 2021
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You are cordially invited to attend virtually WWE’s 2021
Annual Meeting of Stockholders. The meeting will be held on May 27, 2021, beginning at 11:00 a.m. Eastern Time. Details of the
business to be conducted at this year’s Annual Meeting are described in the attached Notice of Annual Meeting of Stockholders
and Proxy Statement. This year’s Annual Meeting will again be a virtual meeting of stockholders, conducted via live audio
webcast. We have designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities
to participate as they would at an in-person meeting, using online access and participation. You will not be able to attend
the Annual Meeting in person.
As a stockholder, you are being asked to vote on important
matters. Whether or not you plan to attend the Annual Meeting of Stockholders, your vote is important. We therefore encourage
you to vote. After reading the attached Notice of Annual Meeting of Stockholders and Proxy Statement, please promptly fill out
and submit your proxy. We also invite you to utilize the convenience of Internet voting at the website indicated on the enclosed
proxy card. Alternatively, you can vote by telephone or complete, sign, date and promptly return via mail the enclosed proxy
card. If you virtually attend the meeting and wish to vote during the meeting, you will have the opportunity to do so, even if
you have already voted, and any such vote will supersede all of your prior votes.
On behalf of the WWE Board of Directors, I greatly appreciate
your continued support.
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Sincerely,
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Vincent K. McMahon
Chairman and Chief Executive Officer
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PLEASE NOTE THAT THIS WILL BE A BUSINESS MEETING ONLY
AND NOT AN ENTERTAINMENT EVENT. The meeting will be limited to stockholders (or their authorized representatives) having evidence
of their stock ownership. The Annual Meeting will start promptly at 11:00 a.m. Eastern Time.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
The Annual Meeting (the “Annual Meeting”) of Stockholders
of World Wrestling Entertainment, Inc., a Delaware corporation (“WWE” or the “Company”), will be held
on May 27, 2021 at 11:00 a.m. Eastern Time in a virtual-only format as described below. The purpose of the Annual Meeting, as
described in the attached Proxy Statement is as follows:
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1.
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To elect thirteen (13) Directors to serve until the Company’s
next Annual Meeting and until their successors are elected and qualified;
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2.
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To ratify the selection of Deloitte & Touche LLP as our independent
registered public accounting firm for the year ending December 31, 2021;
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3.
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To hold an advisory vote to approve executive compensation; and
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4.
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To transact such other business as may properly come before the Annual
Meeting.
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The close of business on March 30, 2021 is the record date
for determining stockholders entitled to notice of and to vote at our Annual Meeting and at any adjournment or postponement of
the meeting.
Access to the Audio Webcast of the
Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Online
access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and
test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.
Log-in Instructions. To be
admitted to the virtual Annual Meeting, you will need to log-in to www.virtualshareholdermeeting.com/WWE2021 using the
control number found on your proxy card, voting instruction form or notice.
Submitting Questions at the Annual
Meeting. An online portal is available to stockholders at www.proxyvote.com where you can view and download our proxy
materials, and vote your shares. Prior to the date of the Annual Meeting, you may submit questions at www.proxyvote.com. On
the day of, and during, the Annual Meeting, you can submit questions on www.virtualshareholdermeeting.com/WWE2021. After the
business portion of the 2021 Annual Meeting concludes, we will hold a Q&A session during which we intend to answer all
questions submitted that are pertinent to the Company and the items brought before the stockholder vote at the Annual
Meeting, as time permits and in accordance with the Q&A Rules of Conduct and Procedure that will be available at
www.proxyvote.com and www.virtualshareholdermeeting.com/WWE2021.
Technical Assistance. Beginning 15 minutes prior
to, and during, the Annual Meeting, we will have support available to assist stockholders with any technical difficulties
they may have accessing or hearing the virtual meeting. If you encounter any difficulty accessing, or during, the virtual
meeting, please call the support team at the number that will be posted on the virtual meeting platform.
Stockholder List. During the Annual Meeting, a
list of our stockholders, maintained under Delaware law, will be available for viewing by stockholders at
www.virtualshareholdermeeting.com/WWE2021. If you are a registered stockholder, the control number included on your proxy
card will allow you to view this list. In addition, information on how to obtain access to the list of stockholders of record
entitled to vote at the 2021 Annual Meeting for any purpose germane to the meeting will be available during the ten days
preceding the 2021 Annual Meeting on our website at https://corporate.wwe.com/investors/investor-overview. Stockholders
submitting any such request will be asked to include the control number found on their proxy card, voting instruction form or
Notice of Internet Availability.
Whether or not you plan to attend the Annual Meeting, your
vote is important. We therefore urge you to vote by Internet, phone or mail by following the instructions set forth herein.
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By the Order of the Board of Directors,
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Vincent K. McMahon
Chairman and Chief Executive Officer
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Stamford, Connecticut
April 13, 2021
PROXY STATEMENT
Annual Meeting of Stockholders
Thursday, May 27, 2021
The enclosed proxy is solicited on behalf of WWE’s Board
of Directors in connection with our Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday,
May 27, 2021, beginning at 11:00 a.m. Eastern Time in a virtual meeting format only, or any adjournment or postponement of this
meeting. Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide
electronic access to its proxy materials over the Internet. Accordingly, the Company is sending a Notice of Internet Availability
of Proxy Materials (the “Notice”) to the Company’s record and beneficial stockholders. All stockholders will
have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy
materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the
Notice. In addition, stockholders may request to receive proxy materials electronically by email on an ongoing basis. The Company
encourages you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the costs
and environmental impact of printing proxy materials. We intend to mail the Notice on or about April 13, 2021, to each stockholder
entitled to vote at our Annual Meeting.
We will pay all costs of this proxy solicitation. Directors
or officers, or other WWE employees, may also solicit proxies in person or by mail, telephone or electronic communications.
Only holders of record of our Class A common stock and Class
B common stock at the close of business on March 30, 2021 (the “record date”), will be entitled to notice of and to
vote at our Annual Meeting. At the close of business on the record date, 45,257,456 shares of Class A common stock and 31,099,011
shares of Class B common stock were outstanding and entitled to vote, with each Class A share entitled to one vote on all matters
and each Class B share entitled to ten votes. We sometimes refer to Class A common stock and Class B common stock together as
“Common Stock.”
A majority of the collective voting power represented by our Common Stock, present in person or represented
by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Election of nominees to the Board (Proposal
1) is decided by plurality votes. The affirmative vote of a majority of the shares present and entitled to vote at the meeting
is required to approve Proposals 2 and 3. Proposal 3 is an advisory vote only and as discussed in more detail below, the voting
result is not binding on us. Under New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its
name as a nominee, and does not receive voting instructions from you, the broker is permitted to vote your shares only on the
ratification of the appointment of the independent registered public accounting firm (Proposal 2). When a broker does not receive
voting instructions and either declines to exercise discretionary voting or is barred from doing so under NYSE rules, the missing
votes are referred to as “broker non-votes.” Other unvoted shares in returned proxies will be voted in accordance
with the Board recommendations set forth in this proxy statement. Both abstentions and broker non-votes in returned proxies will
be counted for purposes of determining the presence or absence of a quorum at the meeting. Broker non-votes are not, however,
considered present and entitled to vote and will have no effect on the voting results of any of the proposals. An abstention in
a returned proxy on either of Proposals 2 or 3 identified above will have the effect of a vote against that proposal. An abstention
in a returned proxy will have no effect on the outcome of Proposal 1. The Board of Directors recommends that you vote FOR the
election of each of the nominees for Director, FOR the ratification of our independent registered public accounting firm, and
FOR the advisory approval of our executive compensation.
If you vote via any of the following methods, you have the
power to revoke your vote before the Annual Meeting or at the Annual Meeting. You may revoke a proxy by mailing us a letter that
is received by us no later than Wednesday, May 26, 2021 that states that the proxy is revoked, by timely executing and delivering,
by mail, Internet or telephone, a later-dated proxy or by attending our Annual Meeting and voting. While the Company does not
plan to disseminate information concerning your vote, proxies given by stockholders of record will not be confidential. The voting
instructions of beneficial owners will only be available to the beneficial owner’s nominee and will not be disclosed to
us unless required by law or requested by you. If you are a stockholder of record and write comments on your proxy card, your
comments will be provided to us.
Vote by Internet:
The Company strongly prefers that you utilize our convenient
Internet voting system which you can access and use whether you live in the United States or elsewhere. The website for Internet
voting is printed on both the Notice and the proxy card. Internet voting is available 24 hours a day until 11:59 P.M. on May 26,
2021. You will be given the opportunity to confirm that your instructions have been properly recorded. While at the site, you
will be able to enroll in our electronic delivery program, which will ensure that you will receive future mailings relating to
annual meetings as quickly as possible and will help us to save costs. If you vote via the Internet, please do NOT return your
proxy card.
Vote by Telephone:
You can also vote your shares by calling the toll-free number
printed on your proxy card. Telephone voting is available 24 hours a day until 11:59 P.M. on May 26, 2021. The voice prompts allow
you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, please do
NOT return your proxy card.
Vote by Mail:
If you choose to vote by mail, please mark your proxy, date
and sign it, and return it in the postage-paid envelope provided.
PROPOSAL 1—ELECTION OF DIRECTORS
Stockholders will elect thirteen Directors at our Annual Meeting,
each to serve until the next Annual Meeting of Stockholders and until a successor shall have been chosen and qualified. We intend
to vote the shares of Common Stock represented by a proxy in favor of the nominees listed below, unless otherwise instructed in
the proxy. We believe all nominees will be willing and able to serve on our Board. In the unlikely event that a nominee is unable
or declines to serve, we will vote the shares represented by a proxy for the remaining nominees and, if there is one, for an alternate
person duly nominated by our Board of Directors.
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Director
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Director/Nominee(1)
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Age
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Current Position
with Company
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Committee
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Since
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Vincent K. McMahon
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75
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Chairman of the Board and
Chief Executive Officer
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Executive
(Chair)
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1980
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Nick Khan
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46
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President & Chief Revenue
Officer
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Executive
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Stephanie McMahon
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44
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Chief Brand Officer
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Executive
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2015
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Paul Levesque
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51
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EVP, Global Talent
Strategy & Development
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Executive
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2015
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Steve Koonin(1)
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63
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—
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Erika Nardini(1)
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45
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—
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2020
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Laureen Ong(1)
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68
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—
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Compensation &
Human Capital;
Governance &
Nominating
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2014
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Steve Pamon(1)
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50
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—
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2020
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Frank A. Riddick, III(1)
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64
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—
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Compensation &
Human Capital
(Chair); Audit
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2008
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Connor Schell(1)
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43
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—
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Man Jit Singh(1)
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64
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—
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Audit
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2018
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Jeffrey R. Speed(1)
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58
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—
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Audit (Chair);
Compensation &
Human Capital
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2008
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Alan M. Wexler(1)
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57
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—
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Compensation &
Human Capital
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2018
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(1)
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Independent Director.
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Vincent K. McMahon, co-founder of our Company, is Chairman
of the Board of Directors and Chief Executive Officer and Chair of the Executive Committee.
Nick Khan,
has served as our President & Chief Revenue Officer since August 2020. Prior to that, a former practicing attorney, transitioned
to International Creative Management (ICM) in 2006 where he launched their Sports Media department and represented the biggest
names in sports broadcasting. Since 2012, Khan has served as the Co-Head of the Television Department for Creative Artists Agency
LLC (CAA). During his tenure there, Khan continued to represent the top broadcasters while also representing WWE, the Southeastern
Conference (SEC), Top Rank Boxing and others helping to negotiate billions of dollars in media deals on their behalf.
Stephanie
McMahon has served as our Chief Brand Officer since November 2013. She is responsible for ensuring WWE’s global brand
strength and growth across all lines of business, as well as overseeing WWE’s community relations, pop culture strategies
and global sales and partnerships. Among her many contributions, Ms. McMahon has been the driving force behind WWE’s women’s
evolution, which has given female performers an equal share of the spotlight both in and out of the ring. She is also a TV personality
who appears on WWE programming. Prior to her current role, Ms. McMahon was Executive Vice President, Creative and was the first
woman to lead WWE’s Creative Writing, Digital Media, Talent Relations, Talent Brand Management and Live Events businesses.
Over the years, Ms. McMahon has been recognized by Forbes in the publication’s World’s Most Influential CMO list,
and in 2020 she was named the world’s most influential female CMO and earned the #2 position overall. She was named a Stuart
Scott ENSPIRE Award Honoree at the 2017 ESPN Humanitarian Awards. Adweek has included her in their list of the Most Powerful Women
in Sports for the past five years and chose her as a 2019 Brand Genius honoree. In 2014, she and her husband, Paul “Triple
H” Levesque, established Connor’s Cure, a fund dedicated to fighting pediatric cancer. In partnership with The V Foundation
and Children’s Hospital of Pittsburgh, Connor’s Cure has raised $3 million to date. She is a Henry Crown Fellow
within the Aspen Global Leadership Network at the Aspen Institute and also an Eisenhower Fellow. She is also a member of the Board
of Directors for The Ad Council, USO Metropolitan Washington and Children’s Hospital of Pittsburgh Foundation. McMahon received
her B.S. from Boston University in Communications and has been named a Distinguished Alumni by its School of Communications. Ms.
McMahon is the daughter of Vince McMahon.
Paul “Triple
H” Levesque has served as our Executive Vice President, Global Talent Strategy & Development since February 2020,
and prior thereto was Executive Vice President, Talent, Live Events & Creative since August 2011. In his current role,
he oversees the Company’s Talent Relations and Talent Development departments. Additionally, Mr. Levesque plays an integral
role in the Company’s creative process, helping shape the creative direction and storylines of WWE’s programming.
Mr. Levesque is revolutionizing the business with his global recruiting strategy and developmental training processes. In order
to create a platform for future success, he established the Company’s state of the art training facility, the WWE Performance
Center, which paved the way for the WWE’s third global brand, NXT. Mr. Levesque debuted as a WWE Superstar, “Triple
H”, in 1995 and has held the WWE Heavyweight Championship title 14 times. He has captured every major championship, headlined
thousands of WWE events, and entertained millions around the world. Mr. Levesque is married to Stephanie McMahon and together
they established Connor’s Cure. Mr. Levesque is the son-in-law of Vincent McMahon.
Steve
Koonin is the Chief Executive Officer of the National Basketball Association’s Atlanta Hawks and Atlanta’s State
Farm Arena, a position he has held since April of 2014. He formerly served as the President of Turner Entertainment Networks,
which included oversight of Turner Network Television (“TNT”), Turner Broadcasting System (“TBS”), truTV
and Turner Classic Movies (“TCM”). Mr. Koonin joined Turner in 2000 and was promoted to President in 2006. Mr. Koonin
was responsible for the rebranding of TNT and TBS and for the development of some of the most successful programming in cable
television history. He also led the rebrand of Court TV as truTV. Prior to joining Turner, Mr. Koonin spent 14 years with The
Coca-Cola Company, including serving as head of worldwide marketing and advertising operations. In addition to leading
the Atlanta Hawks organization, Mr. Koonin is extremely active
in the Atlanta community. He serves as the Chairman of the Georgia Aquarium, on the Executive Committee of the Metro Chamber of
Commerce and is a recipient of the Atlanta Sports Council’s lifetime achievement award.
Erika Nardini was named
Barstool Sports’ first Chief Executive Officer in 2016 and, during her tenure, it has experienced tremendous brand and
business growth as one of the fastest-growing lifestyle brands on the internet, generating hundreds of millions of dollars in
revenue. While at Barstool Sports, she has launched more than 35 brands, including breakout franchises in sports,
entertainment, female lifestyle, business and sports betting. She also spearheaded the development of more than 1,500 social
accounts, a top channel on SiriusXM and the #1 selling flavored vodka in North America, Pink Whitney. In early 2020, Nardini
launched a strategic partnership with casino operator Penn National Gaming, valuing the company at $450 million. In September
2020, Barstool Sports and Penn National Gaming launched the Barstool Sportsbook. Prior to joining Barstool Sports, Nardini
held c-suite and leading roles at media platforms such as Microsoft, AOL, Demand Media and Yahoo! She also was part of two
early stage start-ups in the fashion and music industry and sits on the advisory boards of the Premiere Lacrosse League and
Food52.
Laureen
Ong is a member of our Compensation & Human Capital Committee and our Governance & Nominating Committee. She is a
consultant in the media industry. From April 2010 to October 2013, Ms. Ong served as President, Travel Channel LLC, a subsidiary
of Scripps Networks Interactive, Inc., which operates a television network focusing on travel entertainment. From March 2007 to
October 2009, she was Chief Operating Officer of Star Group Limited, which produces, broadcasts and distributes television programming
via satellite in Asia. From April 2000 to April 2007, Ms. Ong was President of National Geographic Television, during which time
she was the chief architect of the launch of its cable television network. Prior to that, she was a senior executive in several
sports and media companies.
Steve
Pamon has most recently served as President & Chief Operating Officer of Parkwood Entertainment, founded by global entertainer
Beyoncé, since 2015. In this position, Mr. Pamon oversaw an extensive global media portfolio, including artist management,
music production, concert tours, motion pictures, television specials and consumer products. Throughout his tenure, he has achieved
critical and commercial success as evident in the Super Bowl 50 Halftime Show, Lemonade visual album, The Formation World Tour,
Netflix’s Homecoming documentary and the Disney+ film, Black Is King, among many others. For his work as an Executive Producer,
Pamon has received two Emmy nominations, two Grammy nominations and is both a Grammy Award winner for Homecoming and a Peabody
Award winner for Lemonade. Prior to joining Parkwood Entertainment, Mr. Pamon was the Head of Sports and Entertainment Marketing
for JPMorgan Chase, where he led a team responsible for the ongoing operations around the bank’s broad sponsorship portfolio
with various leagues, events and venues. Before joining JP Morgan Chase in 2011, he was Vice President of Strategy and New Business
Development for the National Football League, served as Senior Vice President and General Manager of HBO’s Digital Distribution,
and held positions at Time Warner, McKinsey & Co, Citigroup and Merrill Lynch. Mr. Pamon has been recognized on Billboard’s
Power Players List for four years, reaching No. 1 as “Executive of the Year” in 2019.
Frank
A. Riddick, III is Chair of our Compensation & Human Capital Committee and a member of Audit Committee. From January to
August 2020, Mr. Riddick was our Interim Chief Financial Officer during which time he did not sit on either of these committees.
Mr. Riddick was Chief Executive Officer of FloWorks International LLC (formerly named Shale-Inland Group LLC), a leading supplier
of pipe, valves and related products (“FloWorks”) from September 2013 until November 2017. Prior to that, he was Chairman
and then Executive Chairman of FloWorks since March 2012. Mr. Riddick is also currently a member of the Management Advisory Board
of Tower Brook Capital Partners, L.P. (“TowerBrook”), a private equity firm that previously had FloWorks in its portfolio
of companies. From August 2009 until joining FloWorks, Mr. Riddick was Chief Executive Officer of JMC Steel Group, the largest
independent steel tubular manufacturer in
North America. Prior to that, he was a consultant to TowerBrook.
Before joining TowerBrook, he served as President and Chief Executive Officer of Formica Corporation, a manufacturer of surfacing
materials, from January 2002 to April 2008. He served as President and Chief Operating Officer of Armstrong Holdings, Inc. from
February 2000 to November 2001, and as Chief Financial Officer at Armstrong and its subsidiaries from 1995 to 2000. Mr. Riddick
is Chairman of the Board of Apache Industrial Services, Inc., which provides scaffolding, insulation, fireproofing and coatings.
Mr. Riddick is an Emeritus member of Duke University’s Fuqua School of Business Board of Visitors. Until its sale in July
2015, Mr. Riddick was a member of the board of directors, Chair of the Audit Committee and a member of the Compensation Committee
of Geeknet, Inc., the owner and operator of ThinkGeek, an online retailer. Mr. Riddick is also a former director of GrafTech International
Ltd, a manufacturer of graphite and carbon products, as well as related technical services.
Connor
Schell is the founder and CEO of a new unscripted content venture announced with Chernin Entertainment which launched in February
2021. Previously, Schell spent 17 years at ESPN and The Walt Disney Company where he most recently served as Executive Vice President,
content for ESPN until January 2021. In that role, Schell was responsible for all global content creation across each of ESPN’s
platforms, products and services. Schell oversaw the management of all of ESPN’s live event production domestically and
internationally including the production of the NBA Finals, the College Football National Championship, Monday Night Football,
Sunday Night Baseball, Wimbledon and the US Open. He also managed all of ESPN’s studio programming including the SportsCenter
franchise, Get Up, First Take and Pardon the Interruption, and had responsibility for each of ESPN’s News & Information
division and storytelling groups. Schell oversaw digital content creation covering the ESPN App, ESPN+, ESPN.com, and all ESPN
branded social content off-platform. Additionally, Schell was responsible for ESPN Films, ESPN Audio, The ESPYS, and the company’s
Talent Office. Schell also served as one of the executive producers and co-creator of the Emmy, Oscar and Peabody Award winning
30 for 30 documentary series and the Emmy-winning 30 for 30 Shorts digital series. Schell also served as a producer and executive
producer of the company’s first Academy Award-winning film “O.J.: Made in America”, for which he also won his
third Peabody award and the cultural phenomenon “The Last Dance,” which was honored as the year’s most outstanding
non-fiction series, for which he also won an Emmy. He is an east coast member of the Peabody Board of Directors, has been inducted
into the Cablefax Television Hall of Fame, and has received a lifetime achievement award from New York Festivals. Schell is a
Sports Business Journal “Forty Under 40” Hall of Fame inductee having been named to the list in 2012, 2016 and 2017.
He was also named to the Cablefax 100 in 2019 and 2020 and also to the Multichannel News’ 2012 Class of “40 Under
40.”
Man Jit Singh is a member of our Audit Committee. He is a seasoned media executive with global experience across
product innovation, growth strategy and business development. Mr. Singh was with Sony Pictures Entertainment from 2007 until March
2018 where he was most recently President, Home Entertainment. Prior to being President, Mr. Singh oversaw Sony’s Multi
Screen Media subsidiary in India, where he was instrumental in moving into the sports market with the launch of television and
digital offerings. Prior to joining Sony, Mr. Singh was a senior executive at several technology, staffing, management consulting
and consumer product companies.
Jeffrey
R. Speed is Chair of the Audit Committee and a member of our Compensation & Human Capital Committee. From 2006 until 2010,
Mr. Speed served as Executive Vice President and Chief Financial Officer of Six Flags, Inc., the world’s largest regional
theme park operator. Prior to Six Flags, Mr. Speed spent approximately 13 years with The Walt Disney Company, where he held several
positions of increasing responsibility, most recently Senior Vice President and Chief Financial Officer of Euro Disney SAS, the
publicly-traded operator of the Disneyland Resort Paris, the
number one tourist destination in Europe. Prior to joining the Walt Disney Company, Mr. Speed spent approximately nine years with
the public accounting firm of Price Waterhouse (now PwC).
Alan M.
Wexler is a member of our Compensation & Human Capital Committee. Mr. Wexler serves as Senior Vice President of Innovation
and Growth at General Motors. In this role he is leading GM’s Innovation and Growth organization, including the Global Connected
Services, Data and Customer Insights, and Innovation and Strategy teams. From February until June 2019, Mr. Wexler was Chairman
of Publicis Sapient. Prior to that, he was CEO of Publicis Sapient since January 2018, and, prior thereto, CEO of Sapient Razorfish
and Co-CEO of Publicis Sapient. He was President and then CEO of Sapient Nitro for several years prior to that and was with Sapient
Corporation, which was acquired by Publicis Group, in several other senior leadership positions for an aggregate of nearly 20
years. Mr. Wexler has been working at the intersection of innovation, creative, digital and technology for more than 30 years.
He has extensive experience in the advertising and branding space.
Other Executive Officers
The following table provides information regarding our other
executive officers as of March 1, 2020.
Name
|
|
Age
|
|
Position
with Company
|
|
With
Company Since
|
Bradley M. Blum
|
|
48
|
|
Executive Vice President, Operations
|
|
2006
|
Kevin Dunn
|
|
60
|
|
Executive Producer &
Chief Global
Television Production
|
|
1984
|
Kristina Salen
|
|
49
|
|
Chief Financial Officer
|
|
2020
|
Bradley
M. Blum has served as our Executive Vice President, Operations since November 2019. In this capacity, he provides leadership
to WWE’s Human Resources, Legal, Live Events, Creative Writing and Talent Relations organizations. Prior to this, Mr. Blum
was our Executive Vice President, Chief of Staff since February 2018, and Senior Vice President, Chief of Staff since June 2006.
Mr. Blum served as a US Army Military Officer for 10 years prior to joining WWE. He received his M.B.A. from Arizona State University,
W.P. Carey School of Business and his B.A. from the University of Redlands in English Literature.
Kevin
Dunn has been Executive Producer & Chief Global Television Production since July 2014 and, prior thereto Executive Producer
since November 2013, and Executive Vice President, Television Production, since July 2003. Before that, Mr. Dunn served as our
Executive Producer for 11 years.
Kristina
Salen has served as our Chief Financial Officer since August 2020 and joined the Company in July 2020. Ms. Salen served as
Chief Financial Officer of Etsy, Inc from 2013 to 2017. After that in 2017 and 2018, Ms. Salen served as Chief Financial Officer
and Chief Operating Officer of Translation Enterprises/ United Masters. From 2019 until she joined the Company, Ms. Salen served
as the Chief Financial Officer of Moda Operandi, Inc. Earlier in her career, Ms. Salen served in financial analyst positions with
Fidelity Investments, Oppenheimer Capital, Merrill Lynch Investment Managers and Lazard Freres & Co. She sits on the Board
of Directors of Reinvent Capital and on the Boards and Audit Committees for both SiriusXM and Cornerstone OnDemand.
The Board and Committees
Our Board
has standing Audit, Compensation & Human Capital, Governance & Nominating and Executive Committees. During the year ended
December 31, 2020, there were 10 meetings of the Board of Directors, 8 meetings of the Audit Committee, 9 meetings of the Compensation & Human Capital Committee,
and 2 meetings of the Governance & Nominating Committee.
Under our Corporate Governance Guidelines, Directors are expected to prepare for and attend meetings of the Board and committees
on which they sit. Each Director attended more than 75% of the aggregate number of meetings of the Board and committees on which
he or she served. Directors are also expected to attend the Company’s Annual Meeting of Stockholders, and all members attended
last year’s meeting.
Independent
Directors. Each year our Board conducts a review to determine which of our Directors qualify as independent. Based on our
most recent review, the nine members of our Board noted in the slate of nominees for Director in the table above (Steve Koonin,
Erika Nardini, Laureen Ong, Steve Pamon, Frank A. Riddick, III, Connor Schell, Man Jit Singh, Jeffrey R. Speed and Alan M. Wexler)
and Messrs. Stuart Goldfarb and Robyn Peterson and Ms. Patricia A. Gottesman, who are not on the slate of nominees but were Directors
and members of the Governance & Nominating and/or Audit Committees for all or a portion of 2020, qualified as independent
under the NYSE and SEC regulations for Board members as well as those regulations, as applicable, relating to their role on the
Audit, Compensation & Human Capital and/or Governance & Nominating Committee(s). These are the standards we use to determine
independence. Mr. Speed has a small stock ownership in a public company which is a licensee of the Company. Ms. Ong has a cousin
who is an employee of the Company. Mr. Schell is a former executive for ESPN, which is owned by the Walt Disney Company. A separate
subsidiary of Walt Disney, acquired in 2019 as part of its acquisition of 21st Century Fox, has been one of our television licensees
in Latin America for several years. The Board considered these relationships and affirmatively determined that none of them is
material. None of the other independent Directors has any relationship with the Company other than his or her Director/Committee
membership(s). Our Audit, Compensation & Human Capital and Governance & Nominating Committees consist solely of independent
Directors. The Company does not currently have a lead independent director.
NYSE Listing
Standards. Certain provisions of the corporate governance rules of the NYSE are not applicable to “controlled companies.”
“Controlled companies” under those rules are companies of which more than 50 percent of the voting power is held by
an individual, a group or another company. The Company currently is a “controlled company” under this definition by
virtue of the beneficial ownership by Mr. McMahon of approximately 37.6% of the Company’s outstanding equity and approximately
80.5% of the combined voting power of our Common Stock. As a “controlled company,” the Company is exempt from the
NYSE listing standards of having a majority of independent directors and independent compensation & human capital and governance & nominating committees. However, the Company currently does not avail itself of these “controlled company” exemptions.
Board
Structure and Risk Management. Mr. McMahon serves as both our Chairman and Chief Executive Officer. The Board believes that
the unique blend of creativity, entrepreneurship and management skills required to act as Chief Executive Officer at the Company
would make filling this position extremely difficult. As a practical matter, Mr. McMahon’s combined role as Chairman and
Chief Executive Officer reflects the larger reality that as the owner of a majority of the Company’s voting power, management
of the Company is within his ultimate control. This notwithstanding, the Board recognizes the critical role it plays in risk oversight
and believes that it works well with management to understand and give clear guidance on matters that it considers to pose possible
risks to the Company, such as entering into new business ventures, cybersecurity and other matters disclosed as risk factors in
the Company’s Annual Report on Form 10-K. In addition, as described elsewhere in this proxy, certain committees of the Board
have primary oversight responsibility for specific risk factors. Examples include (i) Audit Committee oversight of, among other
things, SEC filings, internal and external audit functions and related party transactions; (ii) Compensation & Human Capital
Committee oversight of compensation matters for senior executives, including mitigating instances where compensation could be
tied to excessive risk taking by management; and (iii) Governance
& Nominating Committee oversight of corporate governance
and the recommendation of a slate of nominees for Director and Committee memberships. The Board believes that the administration
of its risk oversight function has not been negatively affected by the Board’s current leadership structure, and the Board
believes it appropriately addresses risk factors facing the Company.
Executive
Sessions. Under our Corporate Governance Guidelines, the non-management/independent members of the Board meet at least quarterly
in executive sessions (i.e. without the presence of management). In practice, most Board and Committee meetings include an executive
session. Executive sessions are presided over by the chair of the appropriate Committee, if the principal item to be considered
is within a Committee’s scope and, if not, such chairs alternate executive sessions.
Communications
with Directors. Interested parties who wish to communicate with a member or members of the Board of Directors, including Committee
chairs and the non-management/independent Directors as a group, may do so by addressing their correspondence to such members or
group c/o WWE, 1241 East Main Street, Stamford, CT 06902, Attention: Corporate Secretary, and all such communications, which are
not solicitations, bulk mail or communications unrelated to Company issues, will be duly forwarded.
Corporate
Governance Guidelines. Our Corporate Governance Guidelines are posted on our corporate website (corporate.wwe.com).
Code of
Business Conduct. We have adopted a Code of Business Conduct (the “Code”) which applies to all of our Directors,
officers and employees, including our Chairman and Chief Executive Officer and senior financial and accounting officers. Our Code
requires, among other things, that all of our Directors, officers and employees comply with all laws, avoid conflicts of interest,
conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. In
addition, our Code imposes obligations on all of our Directors, officers and employees to maintain books, records, accounts and
financial statements that are accurate and comply with applicable laws and with our internal controls. A copy of our Code is posted
on our corporate website (corporate.wwe.com). We also plan to disclose any amendments to, and waivers from, the Code on this website.
Audit
Committee. We have an Audit Committee meeting the definition of “audit committee” under Section 3(a)(58)(A) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee consists of its Chair, Mr.
Speed, and Messrs. Goldfarb (who is not on the slate of nominees), Riddick and Singh. Each of these members satisfies the independence
requirements of applicable NYSE and SEC rules relating to independence generally and to audit committees specifically, and is
financially literate, with a working familiarity with basic finance and accounting practices within the meaning of the listing
standards of the NYSE. Messrs. Speed and Riddick have accounting and related financial management expertise and are qualified
as audit committee financial experts within the meaning of the applicable rules and regulations of the SEC. Pursuant to the charter
of our Audit Committee, no Audit Committee member may simultaneously serve on the audit committee of more than three public companies.
Frank A. Riddick, III served between January and August 2020 as our Interim Chief Financial Officer, during which period he did
not serve on our Audit Committee.
The primary
purpose of our Audit Committee is to provide assistance to the Board in fulfilling its responsibilities to our stockholders and
the investment community relating to our corporate accounting and reporting practices and the quality and integrity of our financial
reports. The Audit Committee’s charter is posted on our corporate website (corporate.wwe.com). The Audit Committee charter
states that the Committee will, among other things, fulfill the following obligations:
|
•
|
Review and discuss with management and the independent auditors
our audited financial statements, quarterly financial statements and all internal control reports (or summaries thereof).
|
|
•
|
Review any other relevant reports or financial information
submitted by the Company to any governmental body, or the public, including management certifications as required by the Sarbanes-Oxley
Act of 2002 (Sections 302 and 906) and relevant reports rendered by the independent auditors (or summaries thereof).
|
|
|
|
|
•
|
Review with financial management and the independent auditors each Quarterly
Report on Form 10-Q and each Annual Report on Form 10-K (including, without limitation, the Company’s specific disclosures
under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) prior to
its filing.
|
|
|
|
|
•
|
Review and discuss earnings press releases with management, including
the type and presentation of information, paying particular attention to any use of “pro-forma,” “adjusted”
or other information which is not required by generally accepted accounting principles.
|
|
|
|
|
•
|
Review and discuss with management financial information and earnings
guidance provided to analysts and rating agencies. Such discussions may be on general terms (i.e., discussion of the types
of information to be disclosed and the type of presentation to be made) and need not be in advance of each earnings release
or earnings guidance.
|
|
|
|
|
•
|
Review the regular internal reports (or summaries thereof) to management
prepared by the internal auditor(s) and management’s response.
|
|
|
|
|
•
|
Recommend to the Board whether the audited financial statements should
be included in the Company’s Annual Report on Form 10-K.
|
|
|
|
|
•
|
Obtain from the outside auditors assurance that the audit was conducted
in a manner consistent with Section 10A of the Exchange Act, which sets forth certain procedures to be followed in any audit
of financial statements required under the Exchange Act.
|
|
|
|
|
•
|
Have sole authority to appoint (subject to stockholder ratification),
compensate, retain and oversee the work performed by the independent auditor engaged for the purpose of preparing and issuing
an audit report or performing other audit, review or attest services for the Company. The Audit Committee has the ultimate
authority to approve all audit engagement fees and terms. The Audit Committee has sole authority to review the performance
of the independent auditors and remove the independent auditors if circumstances warrant. The independent auditors report
directly to the Audit Committee and the Audit Committee shall oversee the resolution of any disagreement between management
and the independent auditors in the event that any may arise.
|
|
|
|
|
•
|
Review with the independent auditor (without representatives of management
when deemed necessary) reports or communications (and management’s and/or the internal audit department’s response
thereto) submitted to the Audit Committee by the outside auditors required by or referred to in Auditing Standard No. 1301
and SEC Rule 2-07 of Regulation S-X; review any problems or difficulties with an audit and management’s response, including
any restrictions on the scope of the independent auditor’s activities or any access to requested information, and any
significant disagreements with management; and review and hold timely discussions with the independent auditors.
|
|
|
|
|
•
|
Review audit services and approve in advance non-audit services to be
provided by the independent auditors, taking into consideration SEC rules regarding permissible and impermissible services
by such independent auditors. This duty may be delegated to one or more designated members of the Audit Committee with any
such pre-approval reported to the Audit Committee at its next regularly scheduled meeting. Approval of non-audit services
will be disclosed to investors in periodic reports to the extent required by the Exchange Act.
|
|
•
|
Review major issues regarding accounting principles and financial
statement presentations, including any significant changes in the Company’s selection or application of accounting principles,
and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light
of material control deficiencies.
|
|
|
|
|
•
|
Prepare the Audit Committee report that the SEC requires be included
in this proxy statement.
|
|
|
|
|
•
|
Discuss policies with respect to risk assessment and risk management.
|
|
|
|
|
•
|
Maintain procedures for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
|
Compensation & Human Capital Committee. The Compensation & Human Capital Committee consists of its Chair, Mr. Riddick, and Ms.
Ong and Messrs. Speed and Wexler. Each of these members satisfies the independence requirements of applicable NYSE and SEC rules
relating to independence generally and compensation committees specifically. The primary purpose of the Compensation & Human
Capital Committee is to provide assistance to the Board in evaluating and approving the structure, operation and effectiveness
of the Company’s compensation plans, policies and procedures. The Compensation & Human Capital Committee’s charter
is posted on our corporate website (corporate.wwe.com). The Compensation & Human Capital Committee charter states that the
Committee will, among other things, fulfill the following obligations:
|
•
|
Approve all employment agreements for the Chairman and Chief
Executive Officer and all officers of the Company who (i) have a title of Executive Vice President or have equal or higher
seniority; (ii) are “officers” as defined in Rule 16a – 1(f) promulgated under the Exchange Act; or (iii)
are other senior executives who report directly to the Company’s Chairman and Chief Executive Officer (collectively,
the “Senior Executives”).
|
|
|
|
|
•
|
Annually review and approve corporate goals and objectives relevant to
the compensation of the Chairman and Chief Executive Officer, evaluating his performance in light of those goals and objectives,
and either as a Committee or together with the other independent Directors determine and approve the Chairman and Chief Executive
Officer’s compensation level based on this evaluation. In determining the long-term incentive component of the Chairman
and Chief Executive Officer’s compensation, the Compensation & Human Capital Committee will consider the Company’s
and the individual’s performance, relative total shareholder return, the value of similar incentive awards to chairs
and chief executive officers at comparable companies and awards given in past years, among other factors.
|
|
|
|
|
•
|
Review and approve for Senior Executives: (i) the annual base salary
level; (ii) the annual incentive opportunity level; (iii) the long term incentive opportunity level; (iv) severance arrangements
and change in control agreements/provisions in each case when and if appropriate; and (v) any special or supplemental benefits.
|
|
|
|
|
•
|
Review management’s recommendations and make recommendations to
the Board of Directors with respect to the compensation of all Directors and Senior Executives, including all compensation,
incentive compensation plans, equity-based plans as well as the individuals or groups of individuals receiving awards under
incentive and equity-based compensation plans.
|
|
|
|
|
•
|
Administer the Company’s 2016 Omnibus Incentive Plan and any successor
or other incentive compensation plans of the Company.
|
The Compensation & Human Capital Committee has authority to hire compensation consultants, independent counsel and other advisors. For 2020,
the Compensation & Human Capital Committee retained Pearl Meyer & Partners, LLC (the “Compensation Consultant”).
The Compensation & Human Capital Committee regularly reviews its Compensation Consultant’s independence and has determined
that no conflicts of interest exist.
Compensation & Human Capital Committee Interlocks and Insider Participation. During 2020, no member of the Compensation & Human
Capital Committee was a current or former officer or employee of the Company or any of our subsidiaries, except for Frank A. Riddick,
III, who served between January and August 2020 as our Interim Chief Financial Officer, during which period he did not serve on
our Compensation & Human Capital Committee. No “compensation committee interlocks,” as described under SEC rules,
existed during 2020.
Governance & Nominating Committee. The Governance & Nominating Committee consists of its Chair, Mr. Goldfarb, Ms. Ong and Mr.
Peterson. Messrs. Goldfarb and Peterson are not nominated for reelection this year. Each of these members satisfies the independence
requirements of applicable NYSE and SEC rules relating to independence generally.
The Governance & Nominating Committee operates under a charter. This charter is posted on our corporate website (corporate.wwe.com). Under
its charter, the Governance & Nominating Committee responsibilities include:
|
•
|
Monitoring the implementation and operation of the Company’s
Corporate Governance Guidelines.
|
|
|
|
|
•
|
Reviewing from time to time the adequacy of the Corporate Governance
Guidelines in light of broadly accepted practices of corporate governance, emerging governance issues and market and regulatory
expectations, and advising and making recommendations to the Board with respect to appropriate modifications.
|
|
|
|
|
•
|
Preparing and supervising the implementation of the Board’s annual
review of director independence.
|
|
|
|
|
•
|
Developing an annual self-evaluation process for the Board and Committees,
which process is overseen by the Governance & Nominating Committee, and recommending such process to the Board for its
approval.
|
|
|
|
|
•
|
Identifying, reviewing and evaluating candidates for election as Director,
consistent with criteria approved by the Board, including appropriate inquiries into the background and qualifications of
candidates, interviewing potential candidates to determine their qualification and interest, and recommending to the Board
nominees for any election of Directors.
|
|
|
|
|
•
|
Recommending to the Board the appointment of Directors to serve as members,
and as chairs, of the standing Committees and any other Committees established by the Board.
|
|
|
|
|
•
|
Recommending to the Board appropriate changes to the governance of the
Company, including changes to the terms or scope of the Governance & Nominating Committee charter and the Committee’s
overall responsibilities.
|
|
|
|
|
•
|
Making recommendations to the Board regarding any duly submitted stockholder
proposal.
|
|
|
|
|
•
|
Overseeing the Company’s continuing education program for our Directors.
|
Nominees
for Director. If the Board were to embark on a search for new directors, it would consider candidates, and follow the same
process and use the same criteria for evaluating candidates, irrespective of whether they were suggested by Board members, management
and/or stockholders. Any stockholder recommendations would need to be submitted to the Board at our principal address in care
of the Corporate
Secretary and would need to include a personal biography of
the proposed nominee, a description of the background or experience that qualifies such person for consideration and a statement
that such person has agreed to serve if nominated and elected. If stockholders wish to nominate a person for election to the Board,
as contrasted with recommending a potential nominee to the Board for its consideration, they would need to fulfill the requirements
detailed under “Stockholder Proposals for 2022 Annual Meeting.”
The Board reviews potential nominees and decides whether
to conduct a full evaluation of any one or more candidates. If additional consideration of one or more nominees is deemed by the
Board to be warranted, the Board requests its third-party search firm to gather additional information about the prospective nominee’s
background and experience. The Board evaluates the prospective nominee taking into account whether the prospective nominee is
independent within the meaning of the listing standards of the NYSE and applicable regulations of the SEC and such other factors
as it deems relevant, including the then current composition of the Board, the need for Committee expertise, and the evaluations
of other prospective nominees. While there is a general desire at least to maintain the mixture of viewpoints among its members,
the Board does not have any specific policy relating to diversity. The Board will also determine when or how to interview prospective
nominees. Each Director has the opportunity to participate in the consideration of the prospective nominee. The Governance &
Nominating Committee oversees this process and recommends any nominees to the full Board.
The Board
believes that its current members comprise an appropriate mix of background, diversity and expertise. In particular, Mr. McMahon
is a seasoned manager who understands what is necessary for the Company to thrive in the dynamic and competitive markets in which
we compete. As our co-founder, Mr. McMahon has decades of experience overseeing all of our revenue streams and is familiar
with every aspect of our business and industry. He has significant expertise in creative matters, television, talent development
and live events, each of which is a critical aspect of our business. Similarly, Ms. McMahon and Mr. Levesque have decades of experience
in our Company and both have been important players in all aspects of our creative process, including television, talent and live
events. They have extensive practical experience with many of our revenue streams and have been critically involved in our business
transformation over the past several years as well as our continuing brand development. Mr. Khan has years of experience negotiating
television distribution and other licenses and understanding business relationships with talent. Of the independent directors,
Mr. Koonin is an expert in the television business as well as live events and talent management. Ms. Ong has decades of experience
as a senior executive in television. The television expertise added by Ms. Ong is of note because television (together with live
events) traditionally has been at the core of the Company’s business, and video programming, however it is distributed,
will continue to be critical to our success. Mr. Singh brings years of experience as a seasoned professional in media and, in
specific, has depth of knowledge about the India subcontinent, an important geographical area to the Company. Messrs. Riddick
and Speed bring financial and auditing acumen as both have been chief financial officers of large companies. In the case of Mr.
Speed, approximately 20 years of his experience has been spent in media and entertainment companies. Mr. Wexler has expertise
in digital technology and direct-to-consumer communications, including a very extensive understanding of the advertising industry
and his experience in innovation assists the Company in its endeavor to anticipate and adapt to a rapidly evolving media business
landscape. Ms. Nardini provides c-suite understanding of digital offerings, content creation and branding, each of which is integral
to WWE. Mr. Pamon provides a rich perspective on creative matters as well as marketing and monetizing content through live events
and audio/video programming. Mr. Schell has extensive experience with television, film and other content creation and monetization,
central aspects of the Company’s business. The foregoing experience, qualifications and skills led the Board to conclude
that each of these members should serve and be nominated for election at this year’s Annual Meeting.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
World Wrestling
Entertainment, Inc. is an integrated media and entertainment company. We have been involved in the sports entertainment business
for four decades, and have developed WWE into one of the most popular brands in global entertainment today. We are principally
engaged in the production and distribution of unique and creative content through various channels, including our premium over-the-top
subscription network (“WWE Network”), content rights agreements, pay-per-view event programming, filmed entertainment,
live events, licensing of various WWE themed products, and the sale of consumer products featuring our brands. We recently announced
a multi-year agreement with Peacock TV LLC (“Peacock”), an affiliate of NBC Universal (“NBCU”) that operates
its Peacock service, granting exclusive domestic streaming rights to WWE content exhibited on WWE Network as a part of Peacock.
At the heart of our success are the athletic and entertainment skills and appeal of our Superstars and our consistently innovative
and multi-faceted storylines. Our distribution platforms provide significant cross-promotion and marketing opportunities that
reinforce our brands while effectively reaching our fans.
2020
Highlights. As with virtually everyone worldwide, COVID had a significant impact on us during 2020. WWE rose to the challenge
of the pandemic, producing live, in-ring content without interruption throughout the year, demonstrating our ability to adapt
to the unprecedented industry challenges. As a result, 2020 was another record-breaking year for the Company. Importantly, the
Company did not alter the incentive compensation plan it put in place early in 2020 (pre-COVID) in any fashion in response to
COVID, maintaining management’s alignment with Company stockholders during a difficult year. We believe management was highly
effective in achieving the following results:
|
•
|
Revenue increased by 1% to $974.2 million, the highest in
the Company’s history (the seventh year of consecutive record revenues).
|
|
|
|
|
•
|
Operating income increased 79% to a record $208.6 million, driven by
a substantial rise in content rights fees.
|
|
|
|
|
•
|
Adjusted OIBDA as described below reached a record $286.2 million, an
increase of 59%, or $106.2 million.
|
|
|
|
|
•
|
Digital engagement continued to grow with video views and hours consumed
both up 10%, to 38.0 billion and 1.4 billion, respectively, across digital and social media platforms.
|
We believe these results validate our ongoing investment to
support the Company’s long-term objectives.
For the Company
to achieve our desired level of success, we must continue to attract, retain and incentivize management, which we believe we did
successfully in 2020. The incentive compensation package for senior management in 2020 is described in detail below and was structured
for precisely that purpose. On balance, we believe the ongoing compensation structure envisions and appropriately incentivizes
achievement of long-term growth and transformation. At the same time, the program ties a meaningful portion of compensation to
annual financial and strategic performance. In this regard, percentage payouts in respect of 2020 were slightly below performance
percentages in 2019, which was below prior years. We believe that our compensation mix also continued to moderate the risk to
drive short-term results by encouraging management to work toward long-term performance.
Named Executive Officers. Our named executive
officers for 2020 are:
Name
|
Title
|
Vincent K. McMahon
|
Chairman & Chief Executive Officer
|
Nick Khan
|
President & Chief Revenue Officer
|
Paul Levesque
|
EVP, Global Talent Strategy & Development
|
Stephanie McMahon
|
Chief Brand Officer
|
Kristina Salen
|
Chief Financial Officer
|
Frank A. Riddick, III
|
Former Interim Chief Financial Officer
|
George A. Barrios
|
Former Co-President and Chief Financial
Officer
|
Elements
of WWE’s Compensation Program. In general, the compensation package provided to our named executive officers who
are current employees consists of three major components:
Reward
Component
|
Objectives
|
Determination of Component Value
|
|
Base Salary
|
Provides a fixed element of compensation paid in cash to reward day-to-day
contributions to the Company. Serves as an attraction and retention tool.
|
Salary for each executive is determined based on a number of factors
including: job responsibilities, tenure and experience, individual performance, internal parity and a broad-based assessment
of the market.
|
Fixed
Compensation
|
Short-Term Cash Incentive Compensation
|
Provides cash-based reward for achievement of annual performance measures
that are integral to the success of the Company and reinforce its business strategy and vision.
|
Executives are assigned a target annual incentive opportunity expressed
as a percentage of his or her base salary. Performance is measured against a detailed set of financial, strategic and individual
performance measures. Payouts may be above or below target based on a rigorous assessment of performance relative to the goals
established at the beginning of the performance period.
|
Variable
Compensation
|
Longer-Term Equity Incentive Compensation
|
As a complement to the annual incentive plan, provides equity-based awards
that are linked to the longer- term performance of the Company thereby aligning executives’ and stockholders’
interests.
|
In general, an executive receives 100% of his or her longer-term incentive
opportunity in the form of Performance Stock Units (“PSUs”). Consistent with the pay for performance principles
of our compensation plan, the PSU awards may be earned at levels above or below target based on actual performance relative
to pre-established goals.
|
|
The Compensation & Human Capital Committee believes that the Company’s compensation program constitutes the appropriate mix of fixed
and variable compensation as well as short-term and longer-term compensation, a significant portion of which is tied to Company
performance, aligning the interests of management with those of our stockholders. Further, we believe our compensation program
incentivizes management and serves our attraction, retention and motivation goals while remaining fiscally prudent and not encouraging
excessive risks. We also believe that the design of our compensation program is generally consistent with other companies in the
entertainment industry. The Company does not provide a defined benefit plan or other similar retiree benefits and generally does
not provide its executive officers with perquisites such as cars, club memberships or personal services. Therefore, these three
core components (base salary, short-term cash incentive through our management incentive plan, and longer-term equity incentives),
when added together, reflect an accurate picture of the total compensation opportunity available to our senior executives.
Ms. McMahon
and Mr. Levesque, as key performers for the Company, have certain additional compensation made pursuant to their agreements described
below.
Aligning
Interests with Stockholders. The table below highlights key executive compensation practices that the Compensation &
Human Capital Committee has implemented to encourage a high level of performance and alignment of management and our stockholders’
interests. The table also highlights compensation practices that the Committee has expressly avoided or rejected. We believe these
efforts support a strong governance culture and are in the long-term interests of our stockholders.
|
What
We Do...
|
|
What
We Do Not Do...
|
|
Pay for Performance
|
|
No Gross-up Payments to Cover Excise Taxes
|
|
Tie Significant Levels of Compensation to Corporate and Individual
Goals
|
|
No Guaranteed Annual or Multi-Year Bonuses
|
|
Caps on Annual Bonuses and Long-Term Incentives
|
|
No Special Executive Retirement Programs
|
|
Stock Ownership and Stock Holding Requirements
|
|
No Repricing of Underwater Stock Options
|
|
Multiple Performance Metrics under Short-term and Longer-term Incentive
Plans
|
|
No Excessive Perquisites for Executives
|
|
Double Trigger for Change in Control Provisions
|
|
No Dividend Equivalents Paid Prior to Vesting of Performance Awards (and
Never on Unearned Portion of Awards)
|
|
Use an Independent Consultant who Reports Directly to the Compensation & Human Capital Committee
|
|
No Incentives to Excessively or Inappropriately Encourage Risk Taking
Through our Compensation Program
|
|
Review Tally Sheets When Making Executive Compensation Decisions
|
|
|
|
Risk Mitigation including the implementation of a Clawback Policy
in the event of a restatement of financial results.
|
|
|
Compensation Components
Salary.
As part of our continuing effort to manage our fixed costs responsibly, we generally attempt to limit salary increases,
restricting material increases to instances of promotions or extraordinary contributions to the Company’s performance. In
respect of 2021, we did not grant any salary increases to our named executive officers. The table below highlights recent annual
base salary rates for the named executive officers who are current employees:
Name
|
|
2019
|
|
|
2020
|
|
2021
|
Vincent K. McMahon
|
|
$1,400,000
|
|
|
$1,400,000
|
|
$1,400,000
|
Nick Khan
|
|
N/A
|
(1)
|
|
$1,200,000
|
|
$1,200,000
|
Paul Levesque
|
|
$710,000
|
|
|
$730,000
|
|
$730,000
|
Stephanie McMahon
|
|
$710,000
|
|
|
$730,000
|
|
$730,000
|
Kristina Salen
|
|
N/A
|
(2)
|
|
$730,000
|
|
$730,000
|
(1)
|
Mr. Khan joined our Company in August 2020.
|
(2)
|
Ms. Salen joined our Company in July 2020, becoming our Chief Financial
Officer in August 2020.
|
Annual
Incentive Bonuses. We believe that an annual management incentive plan (“MIP”) that is based on personal and
company-wide performance is generally an effective format to incentivize executives to focus on critical financial and strategic
short and mid-term goals. Our approach ties the participant’s interests to those of stockholders without the structural
cost increases inherent in salary escalation and without encouraging unnecessary and excessive risk-taking. It acknowledges both
individual efforts as well as the collective effort of all participants. For our named executive officers who are current employees
(other than Mr. Khan who under his employment agreement described below, had a target bonus of $1,900,000 prorated for the portion
of 2020 he was a Company employee). MIP bonus targets in 2020 ranged from 50% to 100% of salary. Actual bonuses paid under the
MIP to our named executive officers in respect of 2020 are set forth in column (g) of the Summary Compensation Table.
For 2020, the Company established a three-prong test for purposes
of determining funding of the MIP.
|
•
|
80% of funding was based solely on financial objectives,
with 50% based on Adjusted OIBDA and 30% based on total revenues.
|
|
|
|
|
•
|
20% of funding was based on the Company’s progress toward four
strategic objectives which relate to the Company’s brand strength and certain growth and business development initiatives
further described below.
|
2020 Incentive Plan Payout
The following table shows the MIP funding
calculation with actual results for 2020 shaded.
Determination of MIP Funding Level (2020)
|
Strategic Objectives (20% of
MIP Funding)
|
Revenue (30% of
MIP Funding)
|
Adjusted OIBDA (50% of MIP
Funding)(1)
|
Below
Threshold
|
0-2.9 out of 10. No funding for this factor.
|
Less than $1,118 million. No funding for this
factor. Actual Result: $974.2 million for no funding of this factor.
|
Less than $261 million. No funding for this factor.
|
Threshold
|
3 out of 10 (50% of factor is funded).
|
$1,118 million (50% of factor is funded).
|
$261 million (50% of factor is funded).
|
Between
Threshold
and Target
|
Each additional 1/10 of a point results in an additional 2.5% of this
funding factor.
|
Each additional $1 million results in an additional 1.06% of this funding
factor.
|
Each additional $1 million would result in
an additional 1.28% of this funding factor. Actual Result: $286.2 million for 82% of this funding factor.
|
Target
|
5 out of 10 (100% of factor is funded). Actual
Result: 5.0 out of 10 for 100% of this funding factor.
|
$1,165 million (100% of factor is funded).
|
$300 million (100% of factor is funded).
|
Between
Target and
Maximum
|
Each additional 1/10 of a point results in an additional 2.0% of this
funding factor.
|
Each additional $1 million would result in an additional 2.13% of this
funding factor until $1,212 million.
|
Each additional $1 million would result in an additional 1.66% of this
funding factor.
|
Maximum.
|
200% funding of this factor at a strategic goal score of 10 out of 10.
|
200% funding of this factor at $1, 212 million or higher.
|
200% funding of this factor at $360 million or higher.
|
(1)
|
Adjusted OIBDA is a non-GAAP financial measure. Our definition
of Adjusted OIBDA may be different from similarly titled non-GAAP financial measures used by other companies. Adjusted OIBDA
is the primary measure used by management of the Company to evaluate segment performance and make decisions about allocating
resources. We define Adjusted OIBDA as operating income before depreciation and amortization, excluding stock-based compensation,
certain impairment charges and other non-recurring material items. See our Annual Report on Form 10-K for the year ended December 31,
2020 for a reconciliation of Adjusted OIBDA to operating income.
|
The determination
of the Strategic Objectives score for the foregoing purposes is set forth in the following table. Although these objectives are
not calculable on a purely mathematical basis, they are scored by the Compensation & Human Capital Committee based on certain
measures of success. The Compensation & Human Capital Committee closely reviews and discusses performance relative to this
scorecard on a quarterly basis.
Strategic Objectives
|
Indicative Benchmarks
|
Viewership (40%)
|
Certain key television ratings.
|
Next iteration of WWE Network (40%)
|
Domestic Network License.
|
Sponsorship Business Opportunity (10%)
|
Various milestones.
|
Increase WWE Ratings among sports fans
(10%)
|
Brand strength measurements.
|
Overall Score
|
5.0 (100% of factor funding).
|
The following table compares MIP funding for 2020 with that
of the prior two years:
Calendar Year
|
|
Strategic
Objectives
Overall Score
|
|
OIBDA
Target
|
|
Revenue
Target
|
|
Aggregate
Funding of
Incentive Pool
|
2018
|
|
8.7
|
|
$143.0 million
|
|
$823 million
|
|
195
|
%
|
2019
|
|
6.7
|
|
$200.0 million
|
|
$1,009 million
|
|
62
|
%(1)
|
2020
|
|
5.0
|
|
$300.0 million
|
|
$1,165 million
|
|
61
|
%
|
(1)
|
The payout of the full MIP bonus would have moved the Company’s
Adjusted OIBDA below the 180.0 million, so only the amount that was available (i.e. that would not have moved Adjusted OIBDA
below $180.0 million) was used to pay bonuses.
|
Once funding
is established based on achievement of the financial performance and strategic objectives described above, a participant is entitled
to participate if his or her individual performance rating for the year is at or above a threshold. The aggregate amount of funding
does not increase based upon individual payouts, with the result that the aggregate payout to all participants must be less than
or equal to the established funding. Actual payouts are based on an individual’s target, which is a percentage of his or
her salary at the end of 2020 (this percentage is established based on the executive’s title/position) multiplied by the
MIP funding percentage for the Company as a whole with a possible multiplier for exceptional performance, in each case subject
to the exercise of negative discretion by the Compensation & Human Capital Committee. The use of negative discretion to one
executive will not necessarily result in an increased bonus to another executive. The overall MIP funding for the Company, and
the overall payment to any individual, will not exceed 200% of the individual’s target opportunity. In addition to the 200%
of target cap, maximum payments under the MIP are capped at $5 million to any named executive officer. The Committee also retains
discretion to pay amounts outside of the plan but has rarely exercised this discretion historically and did not do so for named
executive officers in respect of 2020.
Performance
Stock Units (“PSUs”). Our compensation program includes a longer-term component consisting of stock unit grants.
Consistent with past practice, our normal annual grant of stock units in 2020 had a performance requirement under the 2016 Omnibus
Incentive Plan which reinforces our pay for performance philosophy. There is also a service-based vesting requirement which extends
beyond the performance period. The performance targets for our PSUs mirror those set for the MIP described above.
For the 2020 grants if at least one of the three threshold
performance criteria - strategic objectives overall score, total revenues or Adjusted OIBDA – is satisfied at the threshold
level or above, the PSUs would begin to accrue dividends and vest in three equal annual installments, with the first vesting occurring
on or about July 20, 2021. The PSUs have a sliding scale of 10% of the target units if the strategic objectives factor is met
at threshold up to a maximum cap of 200% of target if all three performance criteria are achieved at the maximum level. We believe
this cap mitigates the potential risk that accompanies performance-based equity compensation. As referenced above under the description
of our MIP, management achieved a level of 61% of overall target and this is the percentage of PSUs that were earned, subject
to continued service vesting.
We expect
to continue to make annual grants of PSUs for our senior executives. The Committee closely monitors share usage through the approval
of an annual share budget or “pool” that management may use. From this pool, management proposes individual grants
at a separate meeting of the Compensation & Human Capital Committee and these individual grants are reviewed and approved
by the Committee. The awards (assuming we meet performance criteria) are subject to service vesting, generally in equal annual
installments over three years in July beginning the year after the year in which the grant was made (and performance measures
met). We do not plan grants or vesting dates of stock units around material news releases in order to provide any special benefits
to our employees.
We believe
that equity compensation for executive officers is different from salary and short-term cash incentives in that, due to its performance
and time-vesting requirements, stock units serve both a retention and incentive purpose. Equity compensation (particularly where
it has both performance and time-vesting requirements) aligns interests of management with stockholders. We also hope that stock
units, together with our 401(k) Plan, will be utilized by employees for retirement planning, as we do not provide a defined benefits
retirement plan.
The following
table shows the aggregate number of stock units granted to all eligible employees (named executive officers and all others) as
part of our normal annual grant for the past several years. The table also shows the actual number of stock units earned based
on performance achieved for each relevant performance period. The table does not include grants for new hires/promotions:
Calendar Year
|
|
Aggregate target stock units in Annual
Grant (unadjusted)
|
|
Aggregate target stock
units in Annual
Grant (adjusted to reflect
forfeitures)
|
|
Aggregate actual
stock units earned in
respect of such year
|
2018
|
|
|
888,062
|
|
|
|
814,628
|
|
|
|
1,166,124
|
|
2019
|
|
|
237,772
|
|
|
|
227,825
|
|
|
|
178,128
|
|
2020
|
|
|
411,908
|
|
|
|
360,325
|
|
|
|
284,436
|
|
Other Compensation Matters
Employment
and Other Agreements. We have an amended and restated employment agreement with our Chairman and Chief Executive Officer,
Vincent K. McMahon, under which we pay him an annual salary of $1,400,000 in respect of 2021 and he is entitled to participate
in our Management Incentive Plan with a target bonus of 100% of base salary. Mr. McMahon also receives performance stock units
as a part of our normal grant for employees. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based
Awards Table.”
The Company also has an employment agreement with Mr. Khan pursuant to which he receives a current annual
base salary of $1,200,000. He is eligible to participate in the Company’s annual management incentive plan with an initial
target incentive award of $1,900,000. In addition, Mr. Khan received a sign-on bonus of $5,000,000, which is subject to certain
repayment requirements if he voluntarily leaves the Company without good reason or is terminated for cause as follows: (i) within
the first 12 months, Mr. Khan will reimburse the
Company the full $5,000,000; (ii) between 12-24 months, Mr.
Khan will reimburse the Company $3,100,000; and (iii) between 24-36 months, Mr. Khan will reimburse the Company $1,200,000. In
addition, Mr. Khan is receiving a sign-on grant of performance stock units (the “Special Grants”) of the Company’s
Class A common stock valued at $15,000,000 which, subject to satisfaction of certain performance metrics, will vest 40% in September
2022 and 60% in September 2025. He will also be eligible to participate in the Company’s performance stock program and will
have an initial target equity award of $1,900,000 (prorated, in the case of 2020, for the period he was with the Company). If
Mr. Khan is terminated by the Company without cause prior to the fifth anniversary of his employment start date, he will be entitled
to receive his then-current base salary for the remainder of such five-year term. Mr. Khan will also receive certain relocation
expense benefits that are repayable if he voluntarily terminates his employment without good reason or is terminated for cause
within the first 12 months. The Special Grants, to the extent not vested, are forfeited on any termination of Mr. Khan’s
employment. Mr. Khan also receives retirement, health and welfare and other benefits and participates in plans generally available
to other executive officers of the Company.
While we
generally attempt to avoid entering into employment agreements with our other executives, we have individual severance arrangements
with many of our executive officers including our named executive officers, which provide for a specified period of severance
in the event of an involuntary termination of employment without cause. The Company also has a severance plan for all eligible
employees (generally full-time employees and part-time employees who regularly work in excess of 30-hour weeks and, in either
case, have at least one year of employment with the Company) which provides for severance in the case of involuntary termination
of employment without cause, ranging, depending on length of service, from a minimum of four weeks to a maximum of one year. The
employee is also entitled to a prorated bonus for the year of termination (assuming the Company meets its performance tests),
at rates to be determined, if his or her termination occurs after July 1 of the year. Employee health insurance is also provided
during the severance period. The Company believes that these severance arrangements are important for the Company to attract and
retain high caliber employees.
Mr. Levesque and Ms. McMahon also have booking agreements with
the Company.
Stock
Ownership Guidelines & Holding Requirements. We believe that it is in the best interests of our stockholders for management
and directors to own a significant amount of our Common Stock. We have stock ownership guidelines for our Directors and our executive
officers with a title of Executive Vice President or higher. Under the guidelines, the individual must attain the following multiple
of base salary (or annual cash retainer, in the case of Directors):
Title
|
|
Multiple
|
Chairman and Chief Executive Officer
|
|
6x
|
Director
|
|
5x
|
EVP
|
|
2x
|
Valuations
of ownership are made at the beginning of each year based on the average of the prior calendar year’s month-end closing
stock prices. Until the required multiple of ownership is attained, 50% of the after-tax shares received upon the vesting of performance
and restricted stock units must be held by the individual. For these purposes, performance units for which the performance test
has been met, but which have not yet vested, count toward the ownership goal. Once the respective multiple is attained, so long
as none of the shares required for such attainment are disposed, the obligation remains met despite any subsequent decline in
stock price.
Anti-Hedging
Policy: “Hedging” refers to instruments or transactions that have the effect of protecting an executive or
director from the economic risk of a decline in our stock price and is often viewed as changing the alignment of long-term interests
between management and stockholders. The Company does not believe that hedging and/or pledging of Company stock has created any
disconnect in the alignment of the interests
of our directors or executive officers with those of our stockholders.
As a result, while hedging and pledging WWE stock is strongly discouraged and any hedging or pledging transaction by an executive
officer or director of the Company would be closely reviewed by the Company, we have not made a blanket prohibition against them
for any of our employees. The Company plans to continue to monitor the situation and may act if it perceives any movement in such
activities by its executive officers or directors.
Clawbacks.
The Company has not been faced with the situation of a restatement or adjustment of financial statements on which prior
bonuses or stock performance decisions have been made. In an effort to continue to strengthen the Company’s governance practices,
effective for all awards on or after January 1, 2019, the Company has adopted a policy which will be administered by the Compensation & Human Capital Committee and will allow them in the event of any restatement of financial statements, to claw back any compensation
paid or awarded in excess of what would have been paid or awarded in the absence of such misstatement. This policy does not require
any wrongdoing by the party involved, and is in addition to any other available clawbacks required by law or otherwise.
Tally
Sheets. Tally sheets are provided to the Compensation & Human Capital Committee annually to supplement its review
of aggregate compensation for each executive officer in connection with setting salary, granting performance-based incentive compensation
and longer-term equity incentive compensation for the year. Total compensation is reviewed from time to time vis-à-vis
broad-based published market data to determine whether the compensation paid to our executives is generally competitive relative
to the market. It should be noted that this market data is not obtained from a specified peer group but rather is a combination
of both general industry and industry-specific (media) information. It is not the same as either of the groups used for comparison
in the Cumulative Total Return Chart included in the Company’s Annual Report on Form 10-K. Given the unique aspects of our
business and inherent challenges associated with benchmarking our compensation against closely comparable peers, we do not attempt
to maintain an established target percentile compensation level within a designated peer group.
Management’s
Role in the Compensation-Setting Process. The Chairman and Chief Executive Officer and the Human Resources Department
annually review the performance of each executive officer shortly after the financial results for a fiscal year are known. The
conclusions and recommendations resulting from this review, including proposed salary, bonuses and equity-based grants, to executive
officers are presented to the Compensation & Human Capital Committee for its final approval.
Role
of Compensation Consultant and Use of Market Data. During 2020, the Committee consulted with the Compensation Consultant
who was paid by the Company and had access to management. The Compensation Consultant was hired by and reported directly to the
Compensation & Human Capital Committee. To date, design aspects of compensation have been proposed by management, with the
Compensation Consultant advising on the appropriateness of the design and market competitive levels of compensation. The Compensation & Human Capital Committee, however, did not specify limits either on the scope of the Compensation Consultant’s inquiry
or on areas on which the Compensation Consultant was allowed to comment, other than to prohibit the Compensation Consultant from
undertaking work on behalf of management without the Committee’s consent. These Compensation Consultant has never provided
consulting services to the Company other than for executive and Director compensation. The Committee regularly reviews the Compensation
Consultant’s independence and has affirmatively determined that no conflicts of interest exist or existed.
2020
Say-on-Pay Advisory Vote Outcome. The Compensation & Human Capital Committee considered the results of the 2020 advisory,
non-binding vote to approve executive compensation in connection with the discharge of its responsibilities. In excess of 99%
of the vote of our shareholders in 2020 was in favor of the compensation of our named executive officers, a result we feel affirms
our pay practices, and no changes were made as a result of such vote.
Conclusion
The Compensation & Human Capital Committee of the Board understands its responsibility for evaluating and approving the Company’s compensation
programs, including reviewing and approving the Company’s compensation philosophy as well as corporate goals and objectives
relative to incentive compensation, evaluating performance in light of those goals and determining compensation levels based on
this evaluation. Management and, in particular, the Chairman and Chief Executive Officer and Human Resources Department, are instrumental
in developing recommendations relating to the compensation program, subject to final approval by the Compensation & Human
Capital Committee. The Compensation & Human Capital Committee was assisted in this regard in respect of 2020 by its independent
Compensation Consultant.
We believe
that we have an appropriate mix of compensation components along with competitive compensation levels that incentivize management
and serve our attraction, retention and motivation goals while remaining fiscally prudent and not encouraging excessive risks.
We believe management compensation closely aligns them with shareholder interests and we believe the Company’s strong financial
performance over the past several years underscores the effectiveness of our compensation program. Going forward, while we may
adjust certain aspects of the compensation program, we believe that it is fundamentally sound and abides by a strong pay for performance
philosophy.
Compensation & Human Capital Committee Report
Notwithstanding
anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, in whole or in part, including our Annual Report on Form 10-K for the year ended December
31, 2020 and the Company’s currently effective Registration Statements on Form S-8, the following Report, and the Audit
Committee Report set forth under Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm,
shall not be incorporated by reference into any such filings.
The Compensation & Human Capital Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation & Human Capital Committee
recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
The Compensation & Human Capital Committee
Frank A. Riddick, III, Chair
Lauren Ong
Jeffrey R. Speed
Alan M. Wexler
Summary Compensation Table
The following
table sets forth certain information about the compensation of our Principal Executive Officer, our principal financial officers
during any portion of the year and our three next most highly compensated executive officers who were serving as executive officers
at December 31, 2020. As stated above, these individuals are our “named executive officers.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal Position (a)
|
|
Year (b)
|
|
($)(c)
|
|
($)(d)
|
|
($)(e)
|
|
($)(g)
|
|
($)(i)
|
|
($)(j)
|
Vincent K. McMahon
|
|
|
2020
|
|
|
|
1,394,615
|
|
|
|
0
|
|
|
|
1,636,594
|
(1)
|
|
|
854,000
|
|
|
|
20,583
|
(2)
|
|
|
3,905,792
|
|
Chairman & Chief Executive Officer
|
|
|
2019
|
|
|
|
1,400,000
|
|
|
|
0
|
|
|
|
1,677,716
|
|
|
|
406,000
|
|
|
|
19,987
|
|
|
|
3,503,703
|
|
|
|
|
2018
|
|
|
|
1,400,000
|
|
|
|
0
|
|
|
|
1,507,401
|
|
|
|
2,730,000
|
|
|
|
20,837
|
|
|
|
5,658,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nick Khan
President
|
|
|
2020
|
|
|
|
498,462
|
(3)
|
|
|
0
|
|
|
|
6,799,138
|
(1)(4)
|
|
|
471,823
|
(3)
|
|
|
5,195,142
|
(5)
|
|
|
12,964,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Levesque
|
|
|
2020
|
|
|
|
724,115
|
|
|
|
0
|
|
|
|
464,778
|
(1)
|
|
|
222,650
|
|
|
|
906,737
|
(6)
|
|
|
2,318,280
|
|
EVP, Global Talent Strategy & Development
|
|
|
2019
|
|
|
|
706,019
|
|
|
|
0
|
|
|
|
502,146
|
|
|
|
102,950
|
|
|
|
2,016,977
|
|
|
|
3,328,092
|
|
|
|
|
2018
|
|
|
|
678,875
|
|
|
|
0
|
|
|
|
615,895
|
|
|
|
667,022
|
|
|
|
3,069,667
|
|
|
|
5,031,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephanie McMahon
|
|
|
2020
|
|
|
|
724,115
|
|
|
|
0
|
|
|
|
464,778
|
(1)
|
|
|
222,650
|
|
|
|
775,723
|
(6)
|
|
|
2,187,266
|
|
Chief Brand Officer
|
|
|
2019
|
|
|
|
706,019
|
|
|
|
0
|
|
|
|
502,146
|
|
|
|
102,950
|
|
|
|
716,133
|
|
|
|
2,027,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kristina Salen
|
|
|
2020
|
|
|
|
365,000
|
(7)
|
|
|
0
|
|
|
|
500,023
|
(8)
|
|
|
108,892
|
|
|
|
4,005
|
(2)
|
|
|
977,920
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank A. Riddick, III
|
|
|
2020
|
|
|
|
782,667
|
(9)
|
|
|
0
|
|
|
|
53,842
|
(10)
|
|
|
0
|
|
|
|
173,210
|
(10)
|
|
|
1,009,719
|
|
Former Interim Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George A. Barrios
|
|
|
2020
|
|
|
|
971,221
|
(11)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
29,495
|
(2)
|
|
|
1,000,716
|
|
Former Co-President
|
|
|
2019
|
|
|
|
925,211
|
|
|
|
0
|
|
|
|
684,197
|
|
|
|
176,295
|
|
|
|
10,152
|
|
|
|
1,795,855
|
|
(Former Principal Financial Officer)
|
|
|
2018
|
|
|
|
856,694
|
|
|
|
0
|
|
|
|
7,133,984
|
|
|
|
1,102,725
|
|
|
|
14,939
|
|
|
|
9,108,342
|
|
(1)
|
Represents the aggregate grant date fair value of awards
of performance stock units pursuant to our 2016 Omnibus Incentive Plan consistent with the estimate of aggregate compensation
cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect
of estimated forfeitures. For additional disclosure on assumptions made in the valuation of our performance stock units awards,
see “Note 18 – Stock-based Compensation” to our Consolidated Financial Statements. For these purposes, performance
stock units are assumed to have been granted in amounts that would occur if the Company had met all performance criteria at
100% of target. Assuming hypothetically that the highest level of performance conditions for these performance stock units
(other than the Special Grants which are described in footnote 4) had been achieved, the number of such performance stock
units would have been 200% of the numbers included in the table which for 2020 would result in maximum grant date values for
those grants of $3,273,188 for Mr. McMahon; $929,556 for Mr. Levesque; and $929,556 for Ms. McMahon. For 2020, the Company
achieved 61% of the target number of these performance stock units, subject to vesting in three annual installments beginning
July 2021. This totaled for these performance stock units as follows: Mr. McMahon 19,875 shares; Mr. Khan 10,464
shares; Mr. Levesque 5,644 shares; and for Ms. McMahon 5,644 shares.
|
|
|
(2)
|
Consists of matching contributions under our 401(k) plan and certain
life insurance payments.
|
|
|
(3)
|
Mr. Khan joined the Company in August 2020. His non-equity incentive
plan was prorated for the year.
|
(4)
|
Under his employment agreement entered into upon joining
the Company, Mr. Khan was entitled to performance stock units described in footnote 1 above valued at the prorated portion
of $1.9 million for the period he was employed in 2020 as well as a special sign-on inducement grant of performance units
(the “Special Grants”) as follows: (x) $6 million of such units at his start date (“Tranche 1”); and
(y) an additional $9 million on September 20, 2022 (“Tranche 2”), in each case valued at a 30-day trading average
stock price ending on the grant date. The performance shares under the Special Grants have different performance measures
from the performance units described in footnote 1. The performance measurement period for Tranche 1 ends September 30, 2022
and the performance measurement period for Tranche 2 ends September 30, 2025. These units, to the extent that they meet their
performance measures, will vest at the end of their respective performance measurement periods. In the above table, Tranche
1 of the Special Grants has been valued at 100% of target. Assuming hypothetically that the highest level of performance conditions
for Tranche 1 is achieved, the performance units would be at 300% of target which, together with the normal performance units
granted to Mr. Khan at their maximum level of performance (200%), would result in a grant date value of $19,620,980. See “Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”.
|
|
|
(5)
|
Consists principally of a $5.0 million sign on bonus, which is subject
to certain repayment obligations if Mr. Khan voluntarily leaves the Company without good reason or is terminated for cause.
Also includes certain relocation reimbursement, 401(k) plan and life insurance payments. See “Narrative Disclosure to
Summary Compensation Table and Grants of Plan-Based Awards Table – Employment and Booking Agreements”.
|
|
|
(6)
|
Consists principally of performance fees, royalties and related minimum
guarantees. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table – Employment
and Booking Agreements.” Includes matching contributions under our 401(k) plan and certain life insurance payments.
|
|
|
(7)
|
Ms. Salen joined the Company in July 2020, becoming our Chief Financial
Officer in August 2020.
|
|
|
(8)
|
Consists of restricted stock units without performance measures which
vest in three equal tranches beginning July 20, 2021.
|
|
|
(9)
|
Mr. Riddick served as our Interim Chief Financial Officer for the period
February until August 2020.
|
|
|
(10)
|
Consists of quarterly stock awards paid as part of independent directors’
fees during periods in which Mr. Riddick was an independent director. All other Compensation includes $66,303 of independent
directors cash fees while he was independent and $106,907 of housing paid for Mr. Riddick while he was acting as WWE’s
Interim Chief Financial Officer. For more information on payments made to him as a Director during the periods he was not
Interim Chief Financial Officer, see “Director Compensation for 2020”.
|
|
|
(11)
|
Mr. Barrios’s employment ended in January 2020. This number consists
of his continued salary during a portion of his eighteen-month severance period.
|
Grants of Plan-Based Awards for 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
Date Fair
|
|
|
|
|
Estimated Possible Payouts Under
|
|
Estimated Possible Payouts Under
|
|
Share
|
|
Value of
|
|
|
|
|
Non-Equity Incentive Plan Awards(1)
|
|
Equity Incentive Plan Awards(2)
|
|
Awards
|
|
Stock (3)
|
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
|
|
Name (a)
|
|
(b)
|
|
($)(c)
|
|
($)(d)
|
|
($)(e)
|
|
(#)(f)
|
|
(#)(g)
|
|
(#)(h)
|
|
(#)(i)
|
|
($)(j)
|
Vincent K. McMahon
|
|
2/21/20
|
|
|
|
140,000
|
|
|
|
1,400,000
|
|
|
|
2,800,000
|
|
|
|
3,258
|
|
|
|
32,582
|
|
|
|
65,164
|
|
|
|
0
|
|
|
|
1,636,594
|
|
Nick Khan
|
|
8/5/20
|
(4)
|
|
|
77,350
|
|
|
|
773,500
|
|
|
|
1,547,000
|
|
|
|
1,715
|
|
|
|
17,155
|
|
|
|
34,310
|
|
|
|
0
|
|
|
|
776,435
|
|
|
|
8/5/20
|
(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0
|
|
|
|
133,069
|
|
|
|
399,207
|
|
|
|
0
|
|
|
|
6,022,703
|
|
Paul Levesque.
|
|
2/21/20
|
|
|
|
35,500
|
|
|
|
365,000
|
|
|
|
730,000
|
|
|
|
925
|
|
|
|
9,253
|
|
|
|
18,506
|
|
|
|
0
|
|
|
|
464,778
|
|
Stephanie McMahon
|
|
2/21/20
|
|
|
|
35,500
|
|
|
|
365,000
|
|
|
|
730,000
|
|
|
|
925
|
|
|
|
9,253
|
|
|
|
18,506
|
|
|
|
0
|
|
|
|
464,778
|
|
Kristina Salen(6)
|
|
7/6/20
|
|
|
|
17,851
|
|
|
|
178,511
|
|
|
|
357,022
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,781
|
|
|
|
500,023
|
|
Frank A. Riddick, III(7)
|
|
4/1/20
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,251
|
|
|
|
53,842
|
|
(1)
|
The amounts shown in column (c) reflect the generally applicable
minimum payment level under the Company’s 2020 management incentive plan administered under the 2016 Omnibus Incentive
Plan which is 50% of 20% (which equals 10%) of the target amount shown in column (d). This assumes the threshold of the strategic
objectives funding factor is met and the other two performance measures are below thresholds. Actual minimums could be lower
due to a restricted bonus pool available to the Company as a whole or due to the exercise of negative discretion. The amount
shown in column (e) is 200% of the individual’s target, which was the maximum payment under the bonus plan.
|
|
|
(2)
|
Except for the Special Grants described in footnote 5 below, the amounts
shown in column (f) reflect the number of performance stock units that would be earned (subject to vesting) assuming the Company
met the threshold level of the strategic objectives funding factor and the other two performance measures are below thresholds
which would result in a minimum performance level equal to 50% of 20% (which equals 10%) of the target number of stock units
shown in column (g). If the Company exceeds these thresholds, there is an increase to 100% of the target stock units at 100%
attainment of all three funding factor targets, which is reflected in column (g). Above those targets, the stock units increase
up to a maximum possible grant under the plan of 200% of target stock units. This maximum number is shown in column (h). For
2020, the Company achieved 61% of the target number of these performance stock units, subject to vesting in three annual installments
beginning July 2021. For these named executive officers, this totaled as follows: Mr. McMahon 19,875 shares; Mr. Khan 10,464
shares; Mr. Levesque 5,644 shares; and Ms. McMahon 5,644 shares.
|
|
|
(3)
|
Reflects the full grant date fair value under FASB ASC Topic 718 of grants
of stock units and is based upon the probable outcome of such conditions on the date of grant (which is the target number).
The amounts are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined
as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures, and correspond with the 2020
stock award values in the Summary Compensation Table. See “Narrative Disclosure to Summary Compensation Table and Grants
of Plan-Based Awards Table” for more information about our performance stock units. For additional disclosure on assumptions
made in the valuation of these awards, see “Note 18 – Stock-based Compensation” to our Consolidated Financial
Statements.
|
|
|
(4)
|
Granted in connection with Mr. Khan’s joining the Company and was
prorated in respect of 2020.
|
(5)
|
Granted in connection with Mr. Khan’s joining the Company.
This is Tranche 1 valued at $6 million using a 30-day trading average stock price ending on his start date. Tranche 2 will
be granted September 20, 2022 valued at $9 million using the 30-day trading average stock price ending on that date. Target
assumes that the relevant targets are met, with sliding scales ranging from 0% to 300% payout. The performance period for
Tranche 1 runs through September 30, 2022. Tranche 2 performance period will run through September 30, 2025.
|
|
|
(6)
|
Grated in connection with Ms. Salen joining the Company. The non-equity
incentive plan award for her was prorated in respect of 2020.
|
|
|
(7)
|
Consists of quarterly stock grants to Mr. Riddick during the periods
he was an independent director. See “Director Compensation for 2020”.
|
Narrative Disclosure to Summary Compensation Table and Grants
of Plan-Based Awards Table
The Summary
Compensation Table and Grants of Plan-Based Awards Table above provide certain information regarding compensation of our named
executive officers. This narrative provides additional explanatory information regarding compensation of our named executive officers
and should be read in conjunction with those tables.
Employment
and Booking Agreements. Vincent K. McMahon. We have an amended and restated employment agreement with Mr. McMahon. This
employment agreement currently has a term ending December 31, 2021, but automatically extends for successive one-year periods
unless either party gives notice of nonextension at least 180 days prior to the expiration date. Under his employment agreement,
Mr. McMahon is entitled to salary, currently in the amount of $1,400,000, subject to increase in the discretion of the Compensation & Human Capital Committee. Mr. McMahon is entitled to participate in the Company’s incentive bonus plan with an annual
target bonus of 100% of salary. Mr. McMahon also receives performance stock units as a part of our normal grant to employees.
In the event
we terminate Mr. McMahon’s employment other than for cause (as defined in his employment agreement) or if Mr. McMahon terminates
his employment for good reason (as defined) within the two-year period following a change in control (as defined), we are obligated
to pay to Mr. McMahon compensation and benefits that are accrued but unpaid as of the date of termination, plus a payment equal
to two times his base salary and, assuming the Company meets its minimum (threshold) performance targets for the year in which
the termination occurs, two times his target bonus for that year. Payment of severance is conditioned on Mr. McMahon’s release
of any claims against the Company and its affiliates. Mr. McMahon will also continue his health, accident, and life insurance
benefit plan participation for a two-year period following such termination, unless he obtains substantially similar coverage
with a new employer. The Company does not provide Mr. McMahon a tax gross up. Under his employment agreement, if any severance
pay or benefits would constitute a “parachute payment,” the Company would reduce such payments to Mr. McMahon
to the extent required so that they do not subject Mr. McMahon to excise taxes and such payments will be deductible by the Company,
to the full extent allowed by law, unless the full parachute payments would result in a greater net benefit to Mr. McMahon after
he pays all related excise taxes.
If Mr. McMahon
dies or becomes disabled (as defined in the agreement) during the term of his agreement, or if we terminate Mr. McMahon’s
employment for cause or if he resigns other than for good reason following a change in control, we are obligated to pay him (or
his estate, as applicable) compensation and benefits accrued but unpaid as of the date of termination. The agreement also contains
confidentiality covenants and covenants that, among other things, grant to the Company intellectual property ownership in his
ideas, inventions and performances and prohibit him from competing with the Company and its affiliates in professional wrestling
and our other core businesses during employment and for one year after termination. The agreement allows Mr. McMahon and members
of his immediate family to use the Company’s
aircraft for personal travel when it is not being used for
business purposes. Personal use of the jet is paid for by Mr. McMahon so that no incremental cost is incurred by the Company.
Mr. McMahon’s employment agreement allowed him to participate in the ownership and operations of the XFL professional football
league.
Nick Khan.
We have a five-year employment agreement with Mr. Khan under which he serves as our President and Chief Revenue Officer. Pursuant
to this agreement, Mr. Khan receives an initial annual base salary of $1,200,000. He is eligible to participate in the Company’s
annual management incentive plan with an initial target incentive award of $1,900,000 (prorated for calendar 2020). In addition,
Mr. Khan received a sign-on bonus of $5,000,000, which is subject to certain repayment requirements if he voluntarily leaves the
Company without good reason or is terminated for cause as follows: (i) within the first 12 months, Mr. Khan will reimburse the
Company the full $5,000,000; (ii) between 12-24 months, Mr. Khan will reimburse the Company $3,100,000; and (iii) between 24-36
months, Mr. Khan will reimburse the Company $1,200,000. In addition, Mr. Khan became eligible to receive a sign-on grant of performance
stock units (the “Special Grants”) of the Company’s Class A common stock valued at $15,000,000 over two years
which, subject to satisfaction of certain performance metrics, will vest in September 2022 and in September 2025. Tranche 1 of
the Special Grants, valued at $6 million, was made when he joined the Company. He is also eligible to participate in the Company’s
performance/restricted stock program with an initial target equity award of $1,900,000 (prorated for calendar 2020). If Mr. Khan
is terminated by the Company without cause prior the fifth anniversary of his employment start date, he will be entitled to receive
his then-current base salary for the remainder of the agreement’s five-year term and as prorated portion of his incentive
bonus for the year in which the termination occurs. Mr. Khan also received certain relocation expense benefits that are repayable
if he voluntarily terminates his employment without good reason or is terminated for cause within the first 12 months. The Special
Grants, to the extent not vested, are forfeited on any termination of Mr. Khan’s employment. Mr. Khan also receives retirement,
health and welfare and other benefits and participates in plans generally available to other executive officers of the Company.
Paul Levesque.
We have a booking agreement with Mr. Levesque which currently runs until March 30, 2022, and thereafter extends for successive
one-year periods unless either party gives notice of nonextension at least 90 days prior to the expiration date. Under this agreement,
Mr. Levesque is entitled to a minimum guaranteed annual payment of $1 million which the Company is entitled to recoup from all
payments under the agreement including pay for performing in live and televised events and royalties for merchandise sold utilizing
Mr. Levesque’s name and/or likeness.
Stephanie
McMahon. We have a booking agreement with Ms. McMahon which currently runs until October 6, 2021, and thereafter extends for
successive one-year periods unless either party gives notice of nonextension at least 90 days prior to the expiration date. Under
this agreement, Ms. McMahon is entitled to a minimum guaranteed annual payment of $750,000 which the Company is entitled to recoup
from all payments under the agreement including pay for performing in live and televised events and royalties for merchandise
sold including Ms. McMahon’s name and/or likeness.
Performance
Stock Units. Under the terms of our stock units, dividends accrue after the performance test has been met at the same
rate as are paid on our shares of Class A common stock. This ensures that, to the extent shares are not earned due to a performance
shortfall, no dividends will be paid on the stock units. Dividend accruals vest at the same time as the vesting of the stock units
on which they accrue. Under their standard terms (see a description of the Special Grants to Mr. Khan above), stock units generally
vest over three years (assuming that the performance test has been met). The units (other than Special Grants) have a double trigger
accelerated vesting provision so that in the event of a change of control, if the employee is terminated without cause or terminates
his or her employment as a result of a decrease in base salary, a change in responsibility or reporting structure or a change
in employment location of more than 25 miles, such vesting is accelerated.
Management
Incentive Plan. Our management incentive plan is administered under the 2016 Omnibus Incentive Plan and provides for incentive
cash bonuses to be made annually based upon Company-wide and individual performance. The plan provides guidelines for the calculation
of bonuses subject to Compensation & Human Capital Committee oversight and approval. For 2020, participants’ bonuses
were based on two components, individual performance and Company performance. The participant had to meet threshold goals for
both components in order to receive any bonus under the management incentive plan. Individual performance was scored based on
many factors, such as competency, creativity, leadership and communication. At the beginning of 2020, the Compensation & Human
Capital Committee set a Company-wide performance target for revenue, Adjusted OIBDA and a series of strategic objectives, all
as described above in the “Compensation Discussion and Analysis.” Bonuses paid under the management incentive plan
to named executive officers are included in column (g) of the Summary Compensation Table.
Other
Agreements and Programs. While we generally attempt to avoid entering into employment agreements with our other executives,
we have severance arrangements with many of our executive officers including our named executive officers, which provide for a
specified period of severance in the event of an involuntary termination of employment without cause. The Company also has a severance
plan for all eligible employees (generally full-time employees and part-time employees who regularly work in excess of 30-hour
weeks and, in either case, have at least one year of employment with the Company) which provides for severance in the case of
involuntary termination of employment without cause, ranging, depending on length of service, from a minimum of four weeks to
a maximum of one year. The employee is also entitled to a prorated bonus for the year of termination, at rates to be determined
(based on actual Company performance), if his or her termination occurs after July 1 of the year. Employee health insurance is
also provided during the severance period. This policy covers any executive officers who do not have individual severance agreements.
The Company believes that these severance provisions are necessary for the Company to attract and retain high caliber employees.
Outstanding Equity Awards at December 31, 2020
|
|
Stock Awards (1)
|
|
|
|
|
Market Value of
|
|
|
Number of Shares or
|
|
Shares or Units of
|
|
|
Units of Stock That
|
|
Stock That Have Not
|
Name(a)
|
|
Have Not Vested (#)(g)
|
|
Vested ($)(h)(2)
|
Vincent K. McMahon
|
|
|
55,946
|
|
|
|
2,688,205
|
|
Nick Khan
|
|
|
143,533
|
|
|
|
6,896,761
|
|
Paul Levesque
|
|
|
19,466
|
|
|
|
935,322
|
|
Stephanie McMahon
|
|
|
19,031
|
|
|
|
914,424
|
|
Kristina Salen
|
|
|
10,841
|
|
|
|
520,916
|
|
Frank A Riddick, III
|
|
|
0
|
|
|
|
0
|
|
George A. Barrios
|
|
|
0
|
|
|
|
0
|
|
(1)
|
Includes dividends that have accrued (at a non-preferential
rate) as additional stock units that were not vested at December 31, 2020. Performance stock units vest in installments on
or about July 20, 2021, 2022 and 2023. Includes shares underlying the 2020 annual grant of performance share units earned
in 2020 at 61% of target, Tranche 1 of the Special Grants to Mr. Khan and a sign-on grant of restricted stock units to Ms.
Salen.
|
|
|
(2)
|
These amounts are calculated by multiplying the closing price of the
Company’s Common Stock of $48.05 on December 31, 2020, the last trading day in 2020, by the number of unvested stock
units reflected in the table.
|
Stock Vested during 2020
|
|
Stock Awards
|
|
|
Number
|
|
|
|
|
of Shares
|
|
Value
|
|
|
Acquired on
|
|
Realized
|
|
|
Vesting
|
|
on Vesting
|
Name (a)
|
|
(#)(d)(1)
|
|
($)(e)(2)
|
Vincent K. McMahon
|
|
|
31,693
|
|
|
|
1,466,118
|
|
Nick Khan
|
|
|
0
|
|
|
|
0
|
|
Paul Levesque
|
|
|
27,176
|
|
|
|
1,257,162
|
|
Stephanie McMahon
|
|
|
27,023
|
|
|
|
1,250,083
|
|
Kristina Salen
|
|
|
0
|
|
|
|
0
|
|
Frank A Riddick, III(3)
|
|
|
1,251
|
|
|
|
53,842
|
|
George A. Barrios
|
|
|
0
|
|
|
|
0
|
|
(1)
|
The number of shares acquired on vesting reflects the gross
number of shares that vested, including shares, if any, withheld by the Company to cover the withholding tax payable upon
such vesting.
|
|
|
(2)
|
The amounts (except for the amount for Mr. Riddick who received quarterly
grants described in footnote 3) are calculated by multiplying the number of shares vested by $46.26, the closing price on
July 20, 2020, the vesting date for these shares.
|
|
|
(3)
|
Consists of quarterly stock grants to Mr. Riddick during the periods
he was an independent director. See “Director Compensation for 2020”.
|
Potential Payments Upon Termination or Change in Control
Certain agreements
with our named executive officers provide for severance (including salary and incentive bonus compensation) in the event of an
involuntary termination without cause and/or severance and accelerated vesting of equity in the event of a termination (or Constructive
Termination as defined below) following a change in control. The Company also has a severance plan for all eligible employees
(generally full-time employees and part-time employees who regularly work in excess of 30-hour weeks and, in either case, have
at least one year of employment with the Company) which provides for severance in the case of involuntary termination of employment
without cause, ranging, from a minimum of four weeks to a maximum of one year. The employee is also entitled to a prorated bonus
for the year of termination, at rates to be determined (based on actual Company performance), if his or her termination occurs
after July 1 of the year. Employee health insurance is also provided during the severance period. In addition, under the standard
terms of our PSUs, in the event that, within 24 months after a change of control, as defined in the agreement, (x) an employee
terminates his or her employment as a result of a decrease in base salary, a change in responsibility or reporting structure or
a change in employment location of more than 25 miles (“Constructive Termination”); or (y) such person is terminated
without cause, such stock units and accrued dividend units will vest at the target level. Paul Levesque and Stephanie McMahon
would also each be entitled to 90 days’ continued payments of minimum guarantees under their booking agreements. The following
is a quantification of such provisions, assuming hypothetically that the triggering event took place on the last trading day of
2020 with the closing price per share of the Company’s Common Stock on that date of $48.05.
|
|
|
|
|
|
Constructive
|
|
|
|
|
|
|
Termination
|
|
|
|
|
Involuntary
|
|
Following
|
|
|
Executive Benefit
|
|
Not For Cause
|
|
Change in
|
|
|
and Payments
|
|
Termination
|
|
Control
|
Name
|
|
Upon Separation
|
|
($)
|
|
($)
|
Vincent K. McMahon
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
2,800,000
|
(1)
|
|
|
2,800,000
|
(1)
|
|
|
Bonus
|
|
|
2,800,000
|
(1)(2)
|
|
|
2,800,000
|
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive Compensation:
Accelerated Vesting of Stock Units
|
|
|
0
|
|
|
|
2,898,555
|
|
|
|
Continuation of health, accident and life insurance
|
|
|
37,346
|
(3)
|
|
|
37,346
|
(3)
|
|
|
Total:
|
|
|
5,637,346
|
|
|
|
8,535,901
|
|
|
|
|
|
|
|
|
|
|
|
|
Nick Khan
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
5,516,712
|
(4)
|
|
|
0
|
|
|
|
Bonus
|
|
|
773,500
|
(5)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive
Compensation:
Accelerated Vesting of Stock Units
|
|
|
0
|
|
|
|
824,298
|
(6)
|
|
|
Continuation of health, accident and life insurance
|
|
|
20,290
|
|
|
|
0
|
|
|
|
Total:
|
|
|
6,310,502
|
|
|
|
824,298
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
Paul Levesque
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
825,748
|
(4)
|
|
|
0
|
|
|
|
Bonus
|
|
|
365,000
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive
Compensation:
Accelerated Vesting of Stock Units
|
|
|
0
|
|
|
|
918,130
|
|
|
|
Continuation of health, accident and life insurance
|
|
|
20,208
|
(3)
|
|
|
0
|
|
|
|
Total:
|
|
|
1,210,956
|
|
|
|
918,130
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephanie McMahon
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
914,426
|
(4)
|
|
|
0
|
|
|
|
Bonus
|
|
|
365,000
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive
Compensation:
Accelerated Vesting of Stock Units
|
|
|
0
|
|
|
|
907,414
|
|
|
|
Continuation of health, accident and life insurance
|
|
|
20,208
|
(3)
|
|
|
0
|
|
|
|
Total:
|
|
|
1,299,634
|
|
|
|
907,414
|
|
|
|
|
|
|
|
Constructive
|
|
|
|
|
|
|
Termination
|
|
|
|
|
Involuntary
|
|
Following
|
|
|
Executive Benefit
|
|
Not For Cause
|
|
Change in
|
|
|
and Payments
|
|
Termination
|
|
Control
|
Name
|
|
Upon Separation
|
|
($)
|
|
($)
|
Kristina Salen
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
547,500
|
(4)
|
|
|
0
|
|
|
|
Bonus
|
|
|
178,511
|
(5)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive
Compensation:
Accelerated Vesting of Stock Units
|
|
|
0
|
|
|
|
520,916
|
|
|
|
Continuation of health, accident and life insurance
|
|
|
11,884
|
|
|
|
0
|
|
|
|
Total:
|
|
|
737,895
|
|
|
|
520,916
|
|
(1)
|
Includes voluntary resignation for good reason. Under his
employment agreement, Mr. McMahon is required to maintain the confidentiality of Company information indefinitely after his
termination and has a one-year non-compete covenant.
|
|
|
(2)
|
The Company met its minimum (threshold) performance goals under our MIP
for 2020. Otherwise, this number would have been $0.
|
|
|
(3)
|
Estimate based on current rates and premiums for the Company under the
Consolidated Omnibus Reconciliation Act (“COBRA”).
|
|
|
(4)
|
Payable over the severance period. In the case of Mr. Levesque and Ms.
McMahon, includes ninety (90) days’ continued minimum guarantee under his/her booking agreement. In the case of Mr.
Khan and Ms. Salen, includes voluntary resignation for good reason.
|
|
|
(5)
|
Prorated for the period of their employment during 2020. Otherwise, these
numbers would have been $1,900,000 for Mr. Khan and $365,000 for Ms. Salen.
|
|
|
(6)
|
The Special Grants are not included in this number because, to the extent
not vested, they are forfeited on any termination of Mr. Khan’s employment.
|
Equity Compensation Plan Information
The following
table sets forth certain information with respect to securities authorized for issuance under equity compensation plans as of
December 31, 2020.
|
|
Number of securities
|
|
|
|
Number of securities remaining
|
|
|
to be issued
|
|
Weighted-average
|
|
available for future issuance
|
|
|
upon exercise of
|
|
exercise price of
|
|
under equity compensation
|
|
|
outstanding options,
|
|
outstanding options,
|
|
plans (excluding securities
|
|
|
warrants and rights
|
|
warrants and rights
|
|
reflected in column (a))
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
Employee Stock Purchase Plan
|
|
|
0
|
|
|
|
N/A
|
|
|
|
1,429,328
|
|
2016 Omnibus
Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance and Restricted stock units
|
|
|
879,062
|
(1)
|
|
|
N/A
|
|
|
|
3,318,081
|
(1)
|
Equity compensation plans not approved by security holders
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Total
|
|
|
879,062
|
(1)
|
|
|
|
|
|
|
4,747,409
|
(1)
|
(1)
|
Calculated using target numbers. Information relating to
aggregate units earned in respect of 2020 is found in “Executive Compensation – Compensation Discussion and Analysis.”
|
Director Compensation for 2020
For 2020,
we paid our non-employee Directors a retainer at an annual rate targeted at $190,000, payable in equal quarterly installments
in arrears. In addition, we paid our Audit Committee members an annual fee of $15,000; our Compensation & Human Capital Committee
members an annual fee of $10,000; our Governance & Nominating Committee members an annual fee of $7,500; our Chairs of the
Audit and Compensation & Human Capital Committees an additional $20,000; and our Chair of the Governance & Nominating
Committee an additional fee of $15,000, in each case in equal quarterly installments in arrears. $90,000 of a Director’s
annual retainer, together with all Committee fees, were paid in cash and the remainder in unrestricted shares of our Class A common
stock. The grant of shares is calculated using an average closing price for the last 30 trading days of the calendar quarter for
which grants are made (so the actual aggregate grant date values set forth in the table may vary from the numbers for the grants
described in this narrative description). All Directors received reimbursement of expenses incurred in connection with participation
in our Board and Committee meetings. Management Directors do not receive additional compensation for their services as a Director.
The Company has Indemnification Agreements with its outside directors which, together with our Charter and By-laws, provide for
indemnification to the fullest extent allowed by applicable law.
The following
table sets forth the components of total compensation earned during 2020 by our non-employee Directors.
|
|
|
|
Stock
|
|
|
|
|
Fees Earned or
|
|
Awards
|
|
Total
|
Name (a)
|
|
Paid in Cash($)(b)
|
|
($)(c)(1)
|
|
($)(h)
|
Stuart U. Goldfarb
|
|
|
119,222
|
|
|
|
105,294
|
|
|
|
224,516
|
|
Patricia A. Gottesman(2)
|
|
|
32,827
|
|
|
|
27,383
|
|
|
|
60,210
|
|
Erika Nardini(3)
|
|
|
22,500
|
|
|
|
29,455
|
|
|
|
51,955
|
|
Laureen Ong
|
|
|
103,590
|
|
|
|
105,294
|
|
|
|
208,884
|
|
Steve Pamon(4)
|
|
|
29,841
|
|
|
|
38,075
|
|
|
|
67,916
|
|
Robyn W. Peterson
|
|
|
93,590
|
|
|
|
105,294
|
|
|
|
198,884
|
|
Frank A. Riddick, III(5)
|
|
|
66,303
|
|
|
|
53,842
|
|
|
|
120,145
|
|
Man Jit Singh
|
|
|
101,090
|
|
|
|
105,294
|
|
|
|
206,384
|
|
Jeffrey R. Speed
|
|
|
131,090
|
|
|
|
105,294
|
|
|
|
236,384
|
|
Alan M. Wexler
|
|
|
96,090
|
|
|
|
105,294
|
|
|
|
201,384
|
|
(1)
|
Represents the aggregate grant date fair value under FASB
ASC Topic 718. See “Security Ownership of Certain Beneficial Owners and Management” for a description of the number
of shares of our Class A common stock owned by each of our Directors.
|
|
|
(2)
|
Ms. Gottesman left our Board on April 16, 2020, the original date scheduled
for our 2020 annual meeting.
|
|
|
(3)
|
Ms. Nardini joined our Board effective October 1, 2020.
|
|
|
(4)
|
Mr. Pamon joined our Board effective September 1, 2020.
|
|
|
(5)
|
Mr. Riddick was our Interim Chief Financial Officer for the period February
to August 2020, during which time he did not receive independent directors’ fees. See “Summary Compensation Table”.
|
Certain Relationships and Related Party Transactions
Stephanie
McMahon is the daughter of Vincent McMahon, and Paul Levesque is her husband. Both Stephanie McMahon and Paul Levesque are executive
officers and directors of the Company and are nominated for election to the Board of Directors at the upcoming Annual Meeting.
Each is a performer for the Company. These executives receive compensation in their capacities as employees and as independent
contractor performers for the Company including participating in talent royalties for certain Company products bearing his or
her name and/or likeness. Each has a booking contract with the Company. The compensation package of each of Ms. McMahon and Mr.
Levesque is detailed in the Summary Compensation Table.
Shane B.
McMahon is the son of Vincent McMahon, brother of Stephanie McMahon and brother-in-law of Paul Levesque. In 2020, Shane McMahon
was retained as a performer for the Company for which he received minimum guaranteed performance fees and royalties aggregating
approximately $820,369.
As previously
announced, Vincent McMahon organized and owned a majority of Alpha Entertainment, LLC (“Alpha”), which, until COVID
caused a cessation of its activities, owned and operated the professional football league XFL. In April 2020, Alpha filed for
bankruptcy under Chapter 11 pursuant to which it sold its assets and its plan became effective in December 2020. Under arrangements
made at the time of its organization, WWE entered into a support services agreement under which WWE provided Alpha certain administrative
support services on a cost-plus margin basis. During the year ended December 31, 2020, Alpha was billed approximately $1.01 million
for services under the administrative support services agreement, of which $506,000 was due at year end. All amounts due under
the support services agreement have subsequently been recouped.
Under its
charter, the Audit Committee is responsible for reviewing and approving related party transactions, which the Company defines
as those required to be disclosed by applicable SEC regulations. The Audit Committee does not review the retention of Stephanie
McMahon, Paul Levesque or Shane McMahon each year. Nor does the Committee approve their levels of compensation. Instead, as to
levels of compensation for Mr. Levesque and Ms. McMahon as employees, the Audit Committee relies on the approval procedures of
the Compensation & Human Capital Committee. Their pay as performers, as well as that of Shane McMahon, is negotiated by the
Company’s Chairman and Chief Executive Officer, the Company’s Talent Relations Department and/or the Company’s
film studio, as applicable. The Audit Committee believes this oversight to be consistent with relevant industry expertise and
good business practice. While no written policies exist, the Audit Committee believes it would apply a standard of reasonable
business practices to any other related party transactions.
Since the
beginning of 2020, the Company has paid Mr. Khan’s former employer, Creative Artists Agency, LLC and/or certain of its affiliates
an aggregate of $5.8 million which consists of commissions on certain licenses as well as management recruitment fees.
CEO Pay Ratio
As required
by applicable SEC rules, we are providing the following information about the relationship between the annual total compensation
of our employees and the annual total compensation of Vincent K. McMahon, our Chairman and Chief Executive Officer.
For 2020,
the total compensation of our median employee was $102,577, and, as reported in the Summary Compensation Table above, Mr. McMahon’s
total compensation was $3,905,792.
For 2020, the ratio of the annual total compensation
of our Chairman and Chief Executive Officer to the annual total compensation of our median employee was 38 to 1 (our “CEO
Pay Ratio”)
|
We used the
same median employee for our CEO pay ratio in our proxies mailed in 2018, 2019, and 2020. That employee is no longer a part of
our organization and accordingly, we have a new median employee determined as of December 31, 2020. Due to our organic change,
as well as employee changes resulting from COVID, we have proportionately fewer international employees and, consistent with SEC
regulations, we are excluding them this year when determining our median employee. To identify the median employee, we used total
W-2 compensation. We did not use any statistical sampling techniques and did not make any cost of living adjustments identifying
our median employee. We do not believe there were any other changes in our employee population or employee compensation arrangements
that would significantly change our CEO pay ratio disclosure. For the CEO pay ratio, we used annual total compensation of both
Mr. McMahon and our median employee, calculated for 2020 in accordance with the requirements of Item 402(c)(2)(x).
Our reported
CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules for identifying the median employee and
determining the ratio. These rules permit companies to employ a wide range of methodologies, estimates and assumptions. CEO pay
ratios reported by other companies, which may have used other permitted methodologies or assumptions, and which may have a significantly
different work force structure from ours, are likely not comparable to our CEO Pay Ratio.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following
table sets forth certain information known to us with respect to beneficial ownership of our Common Stock as of March 30, 2021
by (1) each stockholder known by us to be the beneficial owner of more than five percent of either Class A common stock or Class
B common stock; (2) each of the Directors and named executive officers; and (3) the Directors and executive officers as a group.
Unless otherwise indicated, the address of each stockholder listed in the table below is 1241 East Main Street, Stamford, Connecticut
06902.
|
|
|
|
Amount and Nature
|
|
|
|
|
|
|
of Beneficial
|
|
|
Title of Class
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
% of Class
|
Class B(1)
|
|
Vincent K. McMahon
|
|
|
28,716,498
|
(2)
|
|
|
92.3
|
|
Class B(1)
|
|
Linda E. McMahon
|
|
|
566,770
|
(3)
|
|
|
1.8
|
|
Class B(1)
|
|
Stephanie McMahon(4)
|
|
|
1,912,409
|
|
|
|
6.1
|
|
Class A
|
|
Lindsell Train Limited(5)
66 Buckingham Gate
London SWIE 6AU UK
|
|
|
10,416,238
|
|
|
|
23.0
|
|
Class A
|
|
The Vanguard Group(6)
100 Vanguard Blvd.
Malvern, PA 19355
|
|
|
4,237,161
|
|
|
|
9.4
|
|
Class A
|
|
BlackRock, Inc.(7)
55 East 52nd Street
New York, NY 10055
|
|
|
4,200,300
|
|
|
|
9.3
|
|
Class A
|
|
Cadian Capital Management, LP(8)
535 Madison Avenue, 36th Floor
New York, NY 10022
|
|
|
3,444,011
|
|
|
|
7.6
|
|
Class A
|
|
Independent Franchise Partners, LLP(9)
Level 1, 10 Portman Square
London W1H6AZ
|
|
|
2,399,365
|
|
|
|
5.3
|
|
Class A
|
|
Nick Khan
|
|
|
0
|
|
|
|
*
|
|
Class A
|
|
Kristina Salen
|
|
|
0
|
|
|
|
*
|
|
Class A
|
|
Paul Levesque
|
|
|
67,751
|
(10)
|
|
|
*
|
|
Class A
|
|
Stuart U. Goldfarb
|
|
|
27,157
|
|
|
|
*
|
|
Class A
|
|
Erika Nardini
|
|
|
613
|
|
|
|
*
|
|
Class A
|
|
Laureen Ong
|
|
|
15,509
|
|
|
|
*
|
|
Class A
|
|
Steve Pamon
|
|
|
826
|
|
|
|
*
|
|
Class A
|
|
Robyn W. Peterson
|
|
|
13,405
|
|
|
|
*
|
|
Class A
|
|
Frank A. Riddick, III
|
|
|
21,110
|
|
|
|
*
|
|
Class A
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Man Jit Singh
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4,081
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*
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Class A
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Jeffrey R. Speed
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21,072
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*
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Class A
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Alan M. Wexler
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4,081
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*
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Class A and Class B(11)
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All Executive Officers and Directors as a
Group (18 Persons)
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31,419,584
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41.1
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*
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Less than one percent.
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(1)
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Class B common stock is fully convertible into Class A common stock,
on a one-for-one basis, at any time at the election of the holder. The two classes are entitled to equal per share dividends
and distributions and vote together as a class with each share of Class B entitled to ten votes and each share of Class A
entitled to one vote, except when separate class voting is required by applicable law. If any shares of Class B common stock
are beneficially owned by any person other than Vincent McMahon or his wife,
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Linda McMahon, any descendant of either of them, any entity
which is wholly owned and is controlled by any combination of such persons or any trust, all the beneficiaries of which are
any combination of such persons, each of those shares will automatically convert into shares of Class A common stock.
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(2)
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Includes 33,550 shares of Class A Common Stock. Excludes 566,670 shares
of Class B common stock and 100 shares of Class A common stock owned by Mr. McMahon’s wife, Linda McMahon. Mr. McMahon
has pledged (x) 1,300,000 of these shares to secure certain contingent obligations relating to insurance matters for XFL,
a football league formerly owned by Mr. McMahon; and (y) 3,484,006 of these shares to secure his obligations under a prepaid
forward contract.
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(3)
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Includes 100 shares of Class A held directly by Mrs. McMahon.
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(4)
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Includes (i) 63,016 shares of Class A common stock held by Ms. McMahon;
and (ii) 1,849,393 shares of Class B common stock held by the Stephanie McMahon Levesque Trust u/a Vincent K. McMahon Irrev.
Trust dtd. 12/23/2008 (the “2008 Trust”). Ms. McMahon is a beneficiary of the 2008 Trust. She has sole investment
power over the shares held by the 2008 Trust. Excludes shares held by Paul Levesque, Ms. McMahon’s husband.
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(5)
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The amount shown is from an Amendment No. 7 to Schedule 13G, filed February
11, 2021. Lindsell Train Ltd, (“Lindsell Train”) is an investment adviser with shared power to vote and dispose
all of these shares. Messrs. Michael James Lindsell and Nicholas John Train each owns a significant membership interest in
Lindsell and therefore may be deemed to control shares held in managed accounts by Lindsell Train. Each of the reporting persons
disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
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(6)
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The amount shown is from an Amendment No. 7 to Schedule 13G, filed February
10, 2021. The Vanguard Group is an investment adviser with sole dispositive power over 4,163,011 shares, shared dispositive
power over 74,150 shares, and shared voting over 36,026 shares.
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(7)
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The amount shown is from an Amendment No. 6 to Schedule 13G, filed February
1, 2021. BlackRock, Inc. is a parent holding company with sole power to vote 3,995,143 of the shares and sole power to dispose
of all of the shares.
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(8)
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The amount shown is from a Schedule 13G, filed February 12, 2021. Cadian
Capital Management, LP (“Cadian Capital”) is an investment advisor and parent holding company with shared power
to vote and dispose of these shares. Cadian Capital Management GP, LLC (the “General Partner”) is the general
partner of Cadian Capital. Eric Bannasch is the sole managing member of the General Partner. The shares are directly held
by Cachian Master Fund, L.P., an advisory client of Cadian Capital.
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(9)
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The amount shown is from a Schedule 13G, filed February 12, 2021. Independent
Franchise Partners, LLP is an investment advisor with sole power to dispose of all these shares and shared power to vote 2,227,879
shares.
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(10)
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Excludes shares held by Stephanie McMahon, Mr. Levesque’s wife.
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(11)
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Assumes hypothetically that all shares of Class B common stock have been
converted into Class A common stock.
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PROPOSAL 2—RATIFICATION OF SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors has recommended that the stockholders ratify the Audit Committee’s appointment of Deloitte & Touche LLP
(“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2021. Deloitte
has audited our consolidated financial statements since 1999. In recommending to the Board of Directors the reappointment of Deloitte,
the Audit Committee took into consideration a number of factors including the length of time Deloitte has been engaged, the quality
of the Audit Committee’s discussions with representatives of Deloitte, reports of the Public Company Accounting Oversight
Board (“PCAOB”) on Deloitte, Deloitte’s fees and the performance of the lead audit and consulting partners.
Under SEC rules and Deloitte’s practice, the lead engagement audit partner, as well as consulting partner, are each required
to change every five years, and a new lead audit partner was appointed in 2017. The consulting partner changed in 2018. The Committee
interviewed and approved both the audit and consulting partners. Although ratification of this selection is not legally required,
the Board of Directors believes that it is appropriate for the stockholders to ratify such action as a matter of good corporate
governance. If the stockholders do not ratify the selection of Deloitte, the Audit Committee will reconsider their appointment
as our independent registered public accounting firm. We expect that a representative of Deloitte will be present at the Annual
Meeting, will have an opportunity to make a statement if he or she wishes and will be available to respond to appropriate questions.
Independent Auditors Fees
The following
table presents fees for professional audit services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche
Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”) for the audit of our financial statements
for calendar years 2019 and 2020, and fees for other services rendered by Deloitte & Touche during those periods.
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2019
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2020
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Audit Fees (a)
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$
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1,377,221
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$
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1,306,200
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Audit-Related Fees (b)
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0
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0
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Tax Fees (b)
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0
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0
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All Other Fees (b)
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0
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0
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Total
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$
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1,377,221
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$
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1,306,200
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(a)
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“Audit Fees” were for the audit of the Company’s
annual financial statements, reviews of the Company’s quarterly financial statements and other services related to SEC
matters including attestation of management’s assessment of internal control over financial reporting as required by
Section 404 of the Sarbanes-Oxley Act of 2002.
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(b)
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No services other than those described in footnote (a) were performed
for the Company by Deloitte & Touche in 2019 or 2020.
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The Audit
Committee has adopted policies and procedures for pre-approving all non-audit work performed by Deloitte & Touche. In general,
the provision of such services must be compatible with the maintenance of that firm’s independence in the conduct of its
auditing functions. The Audit Committee annually reviews and pre-approves services on a list of generally pre-approved services,
subject to projected dollar fees, and the Committee is updated from time to time at regularly scheduled meetings as to the actual
fees vis-à-vis these projections. All of the services provided by Deloitte & Touche in the table above were pre-approved
by the Audit Committee and the Committee has concluded that the provisions of these services at these costs is compatible with
the maintenance of Deloitte’s independence. If additional services are identified throughout the year, they are taken to
the Audit Committee’s Chair for pre-approval. The Audit Committee Chair is designated to pre-approve them, reporting such
pre-approval to the entire Audit Committee at its next meeting, unless such services have projected fees in excess of $25,000,
in which case they are to be pre-approved by the entire Audit Committee.
Audit Committee Report
The primary
purpose of the Audit Committee is to assist the Board in monitoring the integrity of our financial statements, our independent
auditor’s qualifications and independence, the performance of our independent auditors and our compliance with legal and
regulatory requirements. The Board, in its business judgment, has determined that all members of the Committee are “independent,”
as required by applicable listing standards of the New York Stock Exchange and applicable regulations of the SEC. The Audit Committee
operates pursuant to a charter, a copy of which is available on the Company’s corporate website (corporate.wwe.com). For
a description of this charter and the Audit Committee’s responsibilities under it, please also refer to “Proposal
1 – Election of Directors – The Board and Committees.”
Management is responsible for the preparation, presentation
and integrity of the Company’s financial statements, accounting and financial reporting principles and internal controls
and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors
were responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted
auditing standards.
In performing
its oversight role, the Audit Committee has, among other things covered in its charter, reviewed and discussed the audited financial
statements with management and the independent auditors. The Audit Committee has also discussed with the independent auditors
the matters required to be discussed by Statement on Auditing Standards No. 1301, Communication with Audit Committees,
and Rule 2-07, Communication with Audit Committees, of Regulation S-X. The Committee has received the written disclosures and
the letter from the independent auditors required by applicable requirements of the Public Accounting Oversight Board regarding
the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee has also
considered whether the provision of non-audit services by the independent auditors is compatible with maintaining the auditors’
independence and has discussed with the auditors their independence.
Based on
the reports and discussions described in this Report, and subject to the limitations on the role and responsibilities of the Audit
Committee referred to in this Report and in the charter, the Audit Committee recommended to the Board that the audited financial
statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
While the
members of the Audit Committee meet the independence, financial experience and other qualification requirements of the New York
Stock Exchange and applicable securities laws, they are not professionally engaged in the practice of auditing or accounting.
Members of the Committee rely without independent verification on the information provided to them and on the representations
made by management and the independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal
controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore,
the Audit Committee’s considerations, efforts and discussions referred to above do not assure that the audit of the Company’s
financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements
are presented in accordance with generally accepted accounting principles or that Deloitte is in fact independent.
The Audit Committee
Jeffrey R. Speed, Chair
Stuart U. Goldfarb
Frank A. Riddick, III
Man Jit Singh
PROPOSAL 3—ADVISORY VOTE TO APPROVE
EXECUTIVE COMPENSATION
We are asking
stockholders for a non-binding vote to approve the compensation for our named executive officers. As an advisory vote, this proposal
is not binding upon the Company. However, the Compensation & Human Capital Committee, which is responsible for designing and
administering the Company’s executive compensation program, values the opinions expressed by stockholders and will continue
to consider the outcome of the vote when making future compensation decisions for named executive officers.
As required
by SEC compensation disclosure rules, we have described our executive compensation program in the “Executive Compensation”
section of this proxy statement (which disclosure includes the “Compensation Discussion and Analysis,” the compensation
tables and the narrative disclosures that accompany the compensation tables).
The Company’s
goal for its executive compensation program is to attract, motivate and retain a talented and creative team of executives who
provide leadership for the Company and drive success across our numerous competitive revenue streams. We seek to accomplish this
goal of rewarding performance while remaining aligned with the Company’s stockholders’ long-term interests. We want
to avoid rewarding inappropriate risk taking. The Company believes that its executive compensation program satisfies this goal.
Our Board
of Directors strongly endorses the Company’s executive compensation program and recommends that stockholders vote in favor
of the following resolution:
RESOLVED,
that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to the
compensation disclosure rules of the Securities and Exchange Commission, which disclosure shall include the “Compensation
Discussion and Analysis” section and the related compensation tables and narrative disclosures, is hereby APPROVED.
DELINQUENT SECTION 16(A) REEPORTS
The Company
is not aware of any late or missing filings made under Section 16 of the Securities Exchange Act of 1934. Due to unusual administrative
delay in granting filing credentials on the part of SEC personnel, the initial ownership report filed by the Company on behalf
of Mr. Khan reflects a filing date one day later than it should have been.
STOCKHOLDER PROPOSALS FOR 2022 ANNUAL
MEETING
Stockholder
proposals for inclusion in our proxy materials for our 2022 Annual Meeting must be received at the Company’s principal executive
offices, 1241 East Main Street, Stamford, CT 06902 Attention: Corporate Secretary on or before December 15, 2021. Under our By-laws,
any stockholder proposal for consideration at our 2022 Annual meeting, but not for inclusion in our proxy materials for that meeting,
will be considered timely for purposes of the 2022 Annual Meeting only if the stockholder provides our Corporate Secretary notice
of the proposal no earlier than February 26, 2022, and not later than March 26, 2022; provided that if the 2022 Annual Meeting
is held on or before May 12, 2022, our Corporate Secretary must receive a stockholder’s notice no later than the close of
business on the fifth business day following the day on which we make a public announcement of the meeting date.
“HOUSEHOLDING” OF PROXY
MATERIALS
The SEC has
adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with
respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those
stockholders. This process, which is commonly
referred to as “householding,” potentially provides
extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering
a single proxy statement or Notice to multiple stockholders sharing an address unless contrary instructions have been received
from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials
to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time,
you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials or if you are
receiving multiple copies of the proxy materials and wish to receive only one, please notify your broker if your shares are held
in a brokerage account or, if you hold registered shares, you can notify us at 1241 East Main Street, Stamford, CT 06902, Attention:
Corporate Secretary or you can make a telephone request of our Corporate Secretary at (203) 352-8600.
OTHER MATTERS
The Board
of Directors knows of no other matters to present at the Annual Meeting. If any other matter is properly brought before the Annual
Meeting, the persons named as proxies will exercise their discretionary authority to vote on such matters in accordance with their
best judgment. A copy of the 2020 Annual Report (which includes our Form 10-K for the year) is available on the website that
is accessible as provided in the Notice. A copy is being sent with this Proxy Statement to all stockholders who requested them
as provided in the Notice. Our Annual Report on Form 10-K for the year ended December 31, 2020 is also available on our corporate
website at corporate.wwe.com. We will also mail a copy of the Form 10-K to each record and beneficial owner of our securities
without charge upon written request to us at 1241 East Main Street, Stamford, CT 06902; Attention: Corporate Secretary. To register
for electronic delivery for future mailings, you can go to proxyvote.com.
WORLD WRESTLING ENTERTAINMENT, INC.
1241 EAST MAIN STREET
STAMFORD, CT 06902
ATTN: INVESTOR RELATIONS
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic
voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/WWE2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and
follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions
up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and
then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D48490-P53899 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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WORLD WRESTLING ENTERTAINMENT, INC.
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For
All
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Withhold
All
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For
All
Except
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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The Board of Directors recommends you vote FOR the following:
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1.
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Election of Directors
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o
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o
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o
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Nominees:
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01)
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Vincent K. McMahon
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08)
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Steve Pamon
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02)
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Nick Khan
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09)
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Frank A. Riddick, III
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03)
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Stephanie McMahon Levesque
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10)
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Connor Schell
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04)
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Paul Levesque
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11)
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Man Jit Singh
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05)
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Steve Koonin
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12)
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Jeffrey R. Speed
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06)
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Erika Nardini
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13)
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Alan M. Wexler
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07)
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Laureen Ong
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For
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Against
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Abstain
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2.
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Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.
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o
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o
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3.
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Advisory vote to approve Executive Compensation.
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o
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o
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o
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NOTE: Such other
business as may properly come before the meeting or any adjournment thereof.
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Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
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Signature [PLEASE SIGN
WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
D48491-P53899
PROXY/VOTING INSTRUCTION CARD
WORLD WRESTLING ENTERTAINMENT, INC.
ANNUAL MEETING TO BE HELD ON MAY 27, 2021 AT 11:00 A.M. EASTERN TIME
FOR HOLDERS AS OF MARCH 30, 2021
This proxy is solicited
on behalf of the Board of Directors
By signing this card, I (we) hereby authorize NICK KHAN and KRISTINA SALEN, or either of them, each with full power to appoint
his/her substitute, to vote as Proxy for me (us) at WWEs Annual Meeting of Stockholders to be held virtually on May 27, 2021
at 11:00 a.m. Eastern Time, or any adjournment thereof, the number of shares which I (we) would be entitled to vote if present.
The proxies shall vote subject to the directions indicated on the reverse side of this card and proxies are authorized to vote in their
discretion upon such other business as may properly come before the meeting and any adjournments thereof.
By signing this card, I (we) instruct the proxies to vote as the Board of Directors recommends where I (we) do not specify a choice.
Continued and to be signed on reverse side