WWE (NYSE: WWE) is providing the following update regarding the
composition of its Board of Directors and the exploration of
strategic alternatives.
“Today, we announce that the founder of WWE, Vince McMahon, will
be returning to the Board,” said Chairwoman & Co-CEO Stephanie
McMahon, Co-CEO Nick Khan and Chief Content Officer Paul Levesque.
“We also welcome back Michelle Wilson and George Barrios to our
Board of Directors. Together, we look forward to exploring all
strategic alternatives to maximize shareholder value.”
As Vince McMahon stated yesterday, “WWE has an exceptional
management team in place, and I do not intend for my return to have
any impact on their roles, duties, or responsibilities."
In connection with the change in the composition of the Board of
Directors and in cooperation with Vince McMahon as majority
shareholder, the Company intends to undertake a review of its
strategic alternatives with the goal being to maximize value for
all WWE shareholders. There is no assurance that this process will
result in a transaction.
Vince McMahon, in his capacity as controlling shareholder of the
Company, has removed JoEllen Lyons Dillon, Jeffrey R. Speed and
Alan M. Wexler from the Board. Vince McMahon, George Barrios and
Michelle Wilson have been added to the Board to fill the resulting
vacancies.
The Board currently consists of:
- Vince McMahon
- Stephanie McMahon
- Nick Khan
- Paul Levesque
- Steve Koonin
- Michelle McKenna
- Steve Pamon
- George Barrios
- Michelle Wilson
Ignace Lahoud and Man Jit Singh have resigned from the Board,
effective today.
About WWE
WWE, a publicly traded company (NYSE: WWE), is an integrated
media organization and recognized leader in global entertainment.
The Company consists of a portfolio of businesses that create and
deliver original content 52 weeks a year to a global audience. WWE
is committed to family-friendly entertainment on its television
programming, premium live events, digital media, and publishing
platforms. WWE’s TVPG programming can be seen in more than 1
billion homes worldwide in 30 languages through world class
distribution partners including NBCUniversal, FOX, BT Sport, Sony
India and Rogers. The award-winning WWE Network includes all
premium live events, scheduled programming and a massive video
on-demand library and is currently available in more than 180
countries. In the United States, NBCUniversal’s streaming service,
Peacock, is the exclusive home to WWE Network.
Additional information on WWE can be found at wwe.com and
corporate.wwe.com.
Trademarks: All WWE programming,
talent names, images, likenesses, slogans, wrestling moves,
trademarks, logos and copyrights are the exclusive property of WWE
and its subsidiaries. All other trademarks, logos and copyrights
are the property of their respective owners.
Forward-Looking Statements: This
press release contains, and oral statements made from time to time
by our representatives may contain, forward-looking statements
pursuant to the safe harbor provisions of the Securities Litigation
Reform Act of 1995. Forward looking statements include statements
regarding, our outlook for future financial results, the impact of
recent management changes, the scope, duration and findings of the
investigation being conducted by the special committee of
independent members of our Board of Directors; our plans to
remediate identified material weaknesses in our disclosure control
and procedures and our internal control over financial reporting,
and regulatory, investigative or enforcement inquiries, subpoenas
or demands arising from, related to, or in connection with these
matters. In addition, the words “may,” “will,” “could,”
“anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,”
“believe,” “expect,” “outlook,” “target,” “goal,” “guidance” and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such words. These statements relate to future possible events, as
well as our plans, objectives, expectations and intentions and are
not historical facts and accordingly involve known and unknown
risks and uncertainties and other factors that may cause the actual
results or the performance by us to be materially different from
future results or performance expressed or implied by such
forward-looking statements. These forward-looking statements are
subject to uncertainties relating to, without limitation, the
results of these actions, as well as possible future actions noted
below, of Vince McMahon; the appointment of Stephanie McMahon and
Nick Khan as co-Chief Executive Officers; regulatory, investigative
or enforcement inquiries, subpoenas or demands arising from,
related to, or in connection with these matters; our ability to
remediate material weaknesses in our disclosure controls and
procedures and our internal control over financial reporting; and
reputational harm to the Company’s relationships with its
stockholders, customers, talent and partners, which may have
adverse financial and operational impacts, among other factors. The
following additional factors, among others, could cause actual
results to differ materially from those contained in
forward-looking statements: the COVID-19 outbreak, which may
continue to affect negatively world economies as well as our
industry, business and results of operations; entering, maintaining
and renewing major distribution and licensing agreements; a rapidly
evolving and highly competitive media landscape; WWE Network;
computer systems, content delivery and online operations of our
Company and our business partners; privacy norms and regulations;
our need to continue to develop creative and entertaining programs
and events; our need to retain and continue to recruit key
performers; the possibility of a decline in the popularity of our
brand of sports entertainment; possible adverse changes in the
regulatory atmosphere and related private sector initiatives; the
highly competitive, rapidly changing and increasingly fragmented
nature of the markets in which we operate and/or our inability to
compete effectively, especially against competitors with greater
financial resources or marketplace presence; uncertainties
associated with international markets including possible
disruptions and reputational risks; our difficulty or inability to
promote and conduct our live events and/or other businesses if we
do not comply with applicable regulations; our dependence on our
intellectual property rights, our need to protect those rights, and
the risks of our infringement of others’ intellectual property
rights; the complexity of our rights agreements across distribution
mechanisms and geographical areas; potential substantial liability
in the event of accidents or injuries occurring during our
physically demanding events; large public events as well as travel
to and from such events; our expansion into new or complementary
businesses, strategic investments and/or acquisitions; our accounts
receivable; the construction and move to our new leased corporate
and media production headquarters; litigation and other actions,
investigations or proceedings; a change in the tax laws of key
jurisdictions; our feature film business; a possible decline in
general economic conditions and disruption in financial markets
including any resulting from COVID-19; our indebtedness including
our convertible notes; our potential failure to meet market
expectations for our financial performance; through his beneficial
ownership of a substantial majority of our Class B common stock,
our controlling stockholder, Vincent K. McMahon could exercise
ultimate control over our affairs, and his interests may conflict
with the holders of our Class A common stock; our share repurchase
program; a substantial number of shares are eligible for sale by
the McMahons and the sale, or the perception of possible sales, of
those shares could lower our stock price; and the volatility of our
Class A common stock. In addition, our dividend and share
repurchases are dependent on a number of factors, including, among
other things, our liquidity and historical and projected cash flow,
strategic plan (including alternative uses of capital), our
financial results and condition, contractual and legal restrictions
on the payment of dividends (including under our revolving credit
facility), general economic and competitive conditions and such
other factors as our Board of Directors may consider relevant.
Forward-looking statements made by the Company speak only as of the
date made and are subject to change without any obligation on the
part of the Company to update or revise them. Undue reliance should
not be placed on these statements. For more information about risks
and uncertainties associated with the Company’s business, please
refer to the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Risk Factors” sections of
the Company’s SEC filings, including, but not limited to, our
annual reports on Form 10-K and 10-K/A and quarterly reports on
Form 10-Q/A and Form 10-Q.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230106005293/en/
Media: Chris Legentil 203-352-8793
Chris.Legentil@wwecorp.com
Investors: Seth Zaslow 203-352-1026
Seth.Zaslow@wwecorp.com
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