Vince McMahon is officially a WWE employee again as the Executive Chairman of the Board entered into an employment agreement with the company, effective as of March 29, 2023, according to a new SEC filing.

The agreement is retroactive to January 9, 2023 as that is the date he was appointed Executive Chairman.

McMahon previously resigned as WWE CEO and Chairman last July amid sexual misconduct and hush money allegations. He returned to the Board of Directors in January.

You can check out the SEC filing below:

“Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2023, in connection with Nick Khan’s transition to being the sole Chief Executive Officer of the Company following the departure of Stephanie McMahon, and the appointment of Vincent McMahon as the Company’s Executive Chairman, the Compensation & Human Capital Committee (the “Committee”) of World Wrestling Entertainment, Inc. (the “Company”) approved an amendment to Mr. Khan’s employment agreement with the Company and a new employment agreement with Mr. McMahon following a review of market data with the input of its independent compensation consultant and legal counsel.

Mr. Khan entered into an employment agreement amendment with the Company, effective as of March 29, 2023 (the “Khan Amendment”), pursuant to which, retroactive to January 10, 2023 (the date Mr. Khan was appointed the sole Chief Executive Officer of the Company), Mr. Khan’s (i) annual base salary increased from $1.35 million to $1.5 million; (ii) annual target bonus opportunity (as a percentage of annual base salary) increased from 160% to 175%; and (iii) annual equity grant date target value increased from $3.575 million to $5.375 million, subject to performance metrics and vesting periods (as determined by the Committee). These changes are being made in connection with certain changes to narrow the definition of “change of control” and “good reason” in Mr. Khan’s employment agreement.

Mr. McMahon entered into an employment agreement with the Company, effective as of March 29, 2023 (the “McMahon Employment Agreement”), pursuant to which, retroactive to January 9, 2023 (the date Mr. McMahon was appointed Executive Chairman of the Company), he will continue to serve as Executive Chairman for a term of two years from his start date of January 9, 2023, subject to automatic extension for additional one-year terms thereafter unless either the Company or Mr. McMahon provides at least 180 days’ notice of non-renewal. The McMahon Employment Agreement provides that Mr. McMahon will receive (i) an annual base salary of $1.2 million, (ii) an annual target bonus opportunity (as a percentage of annual base salary) of 175% and (iii) an annual equity grant date target value set at $4.3 million, subject to performance metrics and vesting periods (as determined by the Committee). In the event the Company terminates his employment without “cause” (as defined in McMahon Employment Agreement) or he terminates his employment for “good reason” (as defined in the McMahon Employment Agreement), Mr. McMahon will be eligible to receive as severance (a) base salary continuation through the end of the term (or, if longer, for one year), (b) a prorated portion of the annual bonus based on target performance for the year in which the termination occurs and (c) health and welfare continuation through the end of the term in accordance with the Company’s severance policy. In the event such a termination occurs within the two-year period following a “change in control” (as defined in the McMahon Employment Agreement), Mr. McMahon will instead be eligible to receive (1) a lump sum cash payment equal to two times Mr. McMahon’s then-current base salary, (2) a lump sum cash payment equal to two times Mr. McMahon’s annual bonus based on target performance, (3) a prorated portion of the annual bonus based on target performance for the year in which the termination occurs, (4) full accelerated vesting of Mr. McMahon’s unvested equity awards (with the payout of performance-based awards determined based on target-level achievement) and (5) health and welfare continuation for the twenty-four month period following the termination.

As disclosed in our annual proxy statements, the annual target bonus opportunity is a target opportunity only and the actual bonus paid may be above or below such amount based on, among other factors, the Company’s performance taking into account performance metrics established by the Committee. For annual equity grants, the Company’s current practice is to value grants at an average of the closing price of the Company’s Class A Common Stock on the New York Stock Exchange over the thirty trading days immediately preceding the grant date; however, the 2023 grants for Messrs. Khan and McMahon are instead valued over the thirty trading days immediately preceding February 7, 2023 (the date on which 2023 annual equity awards were granted to our other named executive officers).

The foregoing descriptions of the Khan Amendment and the McMahon Employment Agreement are qualified in its entirety by reference to the complete text of the Khan Amendment and the McMahon Employment Agreement, as applicable, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference. Further information about the Company’s executive compensation plans and programs, including the incentive plan, is included in the Company’s proxy statements.”

Source: eWrestlingNews

Vince McMahon returned to WWE’s Board of Directors last month to execute a sale of his billion-dollar company and negotiate new television deals. Vince’s return caused his daughter Stephanie McMahon to resign from WWE, leaving Nick Khan as the sole CEO of the juggernaut wrestling promotion.

Throughout January, Vince has been sued multiple times by multiple individuals and entities over his return to WWE’s Board.

Bloomberg now reports that on January 26th, shareholder Dennis Palkon filed a new lawsuit against WWE in Delaware Chancery Court.

The lawsuit seeks WWE’s internal files to launch an investigation into the allegations that Mr. McMahon “raped and sexually assaulted employees and contractors over decades” and paid millions of dollars in hush money to silence those allegations. The lawsuit further states “There are serious questions about how Vince McMahon obtained and delivered those funds to his victims” and suggests that McMahon reinstating himself as Executive Chairman of WWE’s Board displayed a “flagrant disregard for basic corporate governance norms.”

According to the lawsuit, if the information provided proves McMahon guilty of breaching his fiduciary responsibilities, “the plaintiff intends to achieve what the board wanted to, but could not in light of Vince McMahon’s thuggery [and initiate proceedings] to bar Vince McMahon from ever serving on the WWE board again.”

WWE has been dealing with three other lawsuits over McMahon’s return this past month.

Source: eWrestlingNews

Given the aggressive, and controversial, nature in which Vince McMahon reassumed control of WWE over the past week and a half, the idea that lawsuits would be filed against him was all but a certainty. Before this morning, McMahon had one lawsuit to deal with, from a shareholder in Delaware, and the likelihood of an older lawsuit, filed in June before McMahon’s initial retirement, re-emerging. Now it appears he’ll have to deal with a third one.

Sportico is reporting that Detroit’s Police and Fire Retirement System has sued McMahon in an attempt to block McMahon from regaining control of WWE, and to prevent “expediting a sale.” A request was also made to issue the complaint as a class action lawsuit, which Sportico noted could potentially slow the process of a sale, should this complaint gain steam in the courts.

The lawsuit, which was noted to be similar to the one followed by the Deleware shareholder just last week, argues that McMahon “breached fiduciary duties as controlling stockholder,” citing his power play to return to the WWE Board of Directors and his rewriting of WWE bylaws. The complaint further argued that McMahon’s rewriting of WWE bylaws could hamstring the Board from making critical decisions.

It’s unclear how much, if any, effect, this will have on McMahon, who appears to be undeterred in his return to regain full control of WWE. Reports have suggested that McMahon has already returned to WWE offices at Titan Towers and has been in contact with several WWE departments. As of this writing, he has yet to resume his role running WWE creative, with current WWE Chief Content Officer Triple H assuring WWE talent in two separate meetings that he maintains creative control, for the time being.

Source: Wrestling Inc.

Two lawsuits have been filed against Vince McMahon following his return to the WWE Board Of Directors because he has returned to the company. 

McMahon will not be beholden to stockholders moving forward, as a new SEC filing noted how McMahon would no longer need stockholder approval for his actions in the company as he reportedly attempts to oversee a sale of WWE.

The lengthy filing puts into writing the fact that McMahon can now make decisions for WWE on his own, without a meeting with or vote from the shareholders. With this amendment now in place, McMahon should have full approval over a potential sale in the coming months, or alternatively will be in control of the company’s decision on a media rights deal if a sale does not come to pass.

Following last year’s allegations of sexual misconduct and inappropriate use of funds for “hush money” payments, McMahon stepped down from his role as CEO and Executive Chairman of WWE. Earlier this month, however, McMahon made a shocking return to the company’s Board of Directors, and was quickly reinstated as Executive Chairman. McMahon’s actions were conducted under the pretense of exploring a sale of the company — something that has been rumored as a possibility for the past several years.

In the aftermath of her father’s return, former WWE co-CEO Stephanie McMahon announced that she would be stepping away from her duties, leaving Nick Khan as the company’s sole CEO. Her husband Paul “Triple H” Levesque recently held a pair of meetings to reassure talent that he remains the head of WWE’s creative direction as Chief Content Officer.

“On January 5, 2023, Vincent K. McMahon, the controlling stockholder of World Wrestling Entertainment, Inc. (the “Company”), executed and delivered a written consent (the “January 5th Consent”) taking certain actions by consent without a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) resulting in, among other things, the election of Mr. McMahon to the Board of Directors of the Company (the “Board”) and certain amendments to the Company’s bylaws (the “January 5th Amendments”) that Mr. McMahon indicated were intended to ensure that the Company’s corporate governance continued to properly enable and support stockholder rights. On January 6, 2023, the Company issued a press release providing an update regarding the composition of its Board, including Mr. McMahon’s return to the Board, and the Company’s intention to explore strategic alternatives with the goal to maximize value for all stockholders of the Company. On January 9, 2023, the Board elected Mr. McMahon as Executive Chairman of the Board.

“Subsequently, Mr. McMahon informed the Company of his view that there is substantial alignment among the Board and management concerning the decision to conduct a review of strategic alternatives amid the Company’s upcoming media rights cycle and that the Company’s corporate governance will properly enable and support stockholder rights. In light of the foregoing, on January 16, 2023, Mr. McMahon, in his capacity as controlling stockholder of the Company, executed and delivered a written consent (the “January 16th Consent”) taking certain actions by consent without a meeting in accordance with Section 228 of the DGCL to substantially repeal the January 5th Amendments, as further described below in Item 5.03.

“No further approval of the stockholders of the Company is required to approve any of the actions taken by Mr. McMahon pursuant to the January 16th Consent. Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company expects to file with the SEC, and thereafter mail to its stockholders, an information statement as required by Schedule 14C promulgated under the Exchange Act to provide stockholders with information concerning the January 5th Consent and January 16th Consent. The Schedule 14C will also constitute notice to stockholders in accordance with Section 228 of the DGCL of the actions taken by the January 5th Consent and the January 16th Consent.”

A separate filing noted that McMahon has repealed all amendments that were made on January 5: 

 “Effective January 16, 2023, pursuant to the January 16th Consent, the Reporting Person repealed all of the January 5th Amendments (which were incorporated into the amended and restated bylaws of the Issuer filed by the Issuer with the Securities and Exchange Commission on January 11, 2023 as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K) other than Article XI (Exclusive Forum), which designates (i) the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for the resolution of, among other claims, any derivative action or proceeding brought on behalf of the Issuer, and (ii) the federal courts of the United States of America, to the fullest extent permitted by law, as the sole and exclusive forum for any cause of action arising under the Securities Act of 1933, as amended.”

Sources: eWrestlingNews and Wrestling Inc.

It was revealed in an SEC filing on Wednesday, the reason for Ignace Lahoud and Man Jit Singh resigning from the WWE Board of Director is they both disagreed with the return of Vince McMahon.

“While Messrs. Lahoud and Singh agreed with the Board’s decision to explore the Company’s strategic alternatives, they did not agree with Mr. McMahon’s return at this time.”

According to the SEC filing, WWE expects to have the Board “comprised of a majority of independent directors” by January 30th per the requirements and rules of the New York Stock Exchange.

Vince McMahon officially returned to the WWE Board of Directors last Friday and was re-appointed Executive Chairman this past Tuesday. Soon after, his McMahon’s daughter Stephanie resigned as Co-CEO., leaving Nick Khan as the sole CEO of the company.

A WWE shareholder Scott Fellows has filed a class action lawsuit Tuesday against the newly-reinstated Executive Chairman Vince McMahon. The suit was filed in Delaware’s Chancery Court.

Fellows is claiming breach of fiduciary duty in line with section 141 of Delaware’s current General Corporation Law. Fellows suit is looking for the invalidation of the bylaw changes made by McMahon after he returned to the company’s Board of Directors last Friday, in addition to costs and other fees.

Fellows is also accusing McMahon of using his 81% company voting control to remove three board members and replace them with his own hand-picked members and pushing through the aforementioned bylaw changes which includes giving himself (McMahon), the final say on any sale or media rights agreements.

The suit states that McMahon violated Delaware law by taking control over any major WWE corporate decision and “adding his cronies to the Board.”

Source: WrestleView

The news about Vince McMahon’s return is a huge story for the wrestling business and it’s anyone’s guess what this means for WWE’s future. What is known for sure is that there’s a lot of people in the company who are shocked at the recent events.

PWInsider reported today that his return “pretty much shocked everyone we have spoken with.” The feeling is that other than people in his inner circle, this took most people in the company by surprise and there are a lot of people wondering what is next.

https://89efbf0cfb2ec1d5a71bafa1f491c323.safeframe.googlesyndication.com/safeframe/1-0-40/html/container.html

The morale in the company is said to have been much better since McMahon stepped down last July. PWInsider added that they heard from some who said that “they want out” if McMahon returns. Well, he is back so we’ll see what happens but one has to wonder if some people will be let go as Triple H has brought back a lot of names that were let go when Vince was in charge.

Mike Johnson at PWInsider wrote, “Vince is exercising ultimate control. Everyone in WWE is still processing that he did.”

An “all hands on deck” company meeting is scheduled for 3 pm eastern today so we may know more about Vince’s plans by then.

Source: WrestlingNews.co

As previously reported, Vince McMahon has officially returned to the WWE board of directors, adding George Barrios and Michelle Wilson as well. He announced that he was coming back to oversee media rights negotiations and any potential sale of the company.

PWInsider reports that there will be an employee meeting this afternoon which is being described as ‘all hands on deck’. The meeting happens at 3:30 PM ET.

Source: 411Mania