Submits written consent to WWE Board electing
himself and Company veterans George
Barrios and Michelle Wilson
as Directors
Actions are necessary to ensure McMahon's full
participation in upcoming media rights negotiations and
review of strategic alternatives
GREENWICH, Conn., Jan. 5, 2023
/PRNewswire/ -- Vince McMahon, the founder and controlling
shareholder of World Wrestling Entertainment Inc. ("WWE" or the
"Company") (NYSE: WWE), announced today that he has taken necessary
actions to position the Company to capitalize on a unique
opportunity to maximize long-term value for all WWE shareholders.
The actions, communicated to WWE's Board of Directors today via
written consent, include the election to the Board of Mr. McMahon,
as well as Michelle Wilson and
George Barrios – former WWE
Co-Presidents and Board members, and currently the Co-Founders and
Co-CEOs of Isos Capital Management – and the requisite removal from
the Board of three directors. Mr. McMahon expects to assume the
role of Executive Chairman of the Board.
Mr. McMahon's new role will enable unified decision making
through the Company's upcoming media rights negotiations and a
parallel full review of the Company's strategic alternatives, which
Mr. McMahon believes is the right course of action and in the best
interests of WWE and WWE shareholders amidst the current dynamics
in the media and entertainment industry. As Mr. McMahon has
communicated to the Board, he believes there is a narrow window of
opportunity to create significant value for all shareholders and
that to do so, the strategic alternatives review must occur in
tandem with the media rights negotiations. He also expressed to the
Board that he believes these two initiatives require Mr. McMahon's
direct participation, leadership, and support as controlling
shareholder.
"WWE is entering a critical juncture in its history with the
upcoming media rights negotiations coinciding with increased
industry-wide demand for quality content and live events and with
more companies seeking to own the intellectual property on their
platforms," said Mr. McMahon. "The only way for WWE to fully
capitalize on this opportunity is for me to return as Executive
Chairman and support the management team in the negotiations for
our media rights and to combine that with a review of strategic
alternatives. My return will allow WWE, as well as any transaction
counterparties, to engage in these processes knowing they will have
the support of the controlling shareholder."
Prior to delivering written consent, Mr. McMahon sent two
separate letters to the Board in late December in which he
expressed the urgency of his return to the Company as Executive
Chairman and his desire to work collaboratively with the Board and
management team. Following conversations with representatives of
the Company both before and after Mr. McMahon's most recent letter
on December 31, Mr. McMahon
determined, consistent with his rights as controlling shareholder,
that the steps announced today are necessary to maximize value for
all WWE shareholders.
Mr. McMahon said, "Ms. Wilson and Mr. Barrios are highly
qualified directors whose professional experience positions them
well to help the Company achieve the best possible outcomes in both
initiatives. As former WWE Co-Presidents and Board members, they
are intimately familiar with industry dynamics and the
organization's operations and have helped guide the Company through
past successful media rights negotiations. I look forward to
working closely again with Michelle and George – as well as the
Company's remaining directors and management team, who have my full
support and confidence. 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 conjunction with the changes to WWE's Board, Mr. McMahon's
written consent also includes certain amendments to the Company's
bylaws to ensure that WWE's corporate governance continues to
properly enable and support shareholder rights. These changes will
be detailed in a Schedule 13D amendment to be filed by Mr. McMahon
and a Form 8-K to be filed by the Company in the coming days.
No assurances can be given regarding the outcome or timing of
the review process. Mr. McMahon does not intend to comment further
until the process has concluded or Mr. McMahon has otherwise
determined that further disclosure is appropriate or required.
Michelle Wilson Biography
Ms. Wilson is Co-Founder and Co-CEO of Isos Capital Management.
She is a leading sports and entertainment c-suite executive and,
prior to founding Isos with Mr. Barrios, most recently served as
Co-President and Board Member of WWE until January 2020. In 2018, Forbes named Ms. Wilson
one of the 10 Most Powerful Women in Sports. She also was featured
on the Adweek 50 list, which highlights the leading executives in
Media, Marketing and Technology, and named one of Sports
Illustrated's 10 Most Influential Women in Sports. She joined WWE
in 2009 and prior to her appointment as Co-President, served as
Chief Revenue and Marketing Officer.
Previously, Michelle served as the Chief Marketing Officer of
the United States Tennis Association, oversaw all marketing efforts
for the launch of the XFL, a partnership between WWE and NBC, and
held consumer products and brand management positions at the NBA
and Nabisco, respectively. She received her MBA from Harvard
Business School and currently serves on the Boards of Bowlero
Corporation and Turtle Beach Corporation.
George Barrios Biography
Mr. Barrios serves as Isos Capital Management's Co-Founder and
Co-CEO. He is an award-winning c-suite executive and most recently
served as Co-President and Board Member of WWE until January 2020. In 2017, Institutional Investor
ranked George among the Top 3 CFOs in the Media Industry as part of
its All-America Executive team rankings. He joined WWE in 2008 as
its Chief Strategy and Financial Officer.
Previously, he held leadership roles in finance, strategy and
operations at the New York Times,
Praxair, Time Warner and HBO. He received his MBA from the
University of Connecticut School of
Business and currently serves as the National Board Chair of the
Make-A-Wish Foundation.
Kirkland & Ellis is serving as legal counsel to Mr.
McMahon.
Forward Looking Statements
This press release contains forward-looking statements pursuant
to the safe harbor provisions of the Securities Litigation Reform
Act of 1995. Forward looking statements include statements
regarding Mr. McMahon's return to the Board as Executive Chairman,
the impact of Mr. McMahon, Ms. Wilson and Mr. Barrios as members of
the Board, the timing and success of the Company's media rights
negotiations and the Company's review of strategic alternatives. 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 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 to be materially
different from future results expressed or implied by such
forward-looking statements. These forward-looking statements are
subject to uncertainties relating to, without limitation, the
matters referred to in this release, the complexity of the
Company's rights agreements across distribution mechanisms and
geographical areas and the Company's review of strategic
alternatives. Forward-looking statements speak only as of the date
made and are subject to change without any obligation to update or
revise them. Undue reliance should not be placed on these
statements.
Contact
Steven Goldberg
/ Beau Falgout
August
(323) 892-5562
Inquiries@AugustCo.com
View original
content:https://www.prnewswire.com/news-releases/vince-mcmahon-takes-actions-in-support-of-plan-for-wwe-to-undertake-a-review-of-strategic-alternatives-and-capture-unique-opportunity-to-maximize-long-term-value-for-all-shareholders-301715016.html
SOURCE Vince McMahon