wrestling / News

WWE Files SEC Report of Vince McMahon Stepping Down as CEO and Chairman

June 22, 2022 | Posted by Jeremy Thomas
Vince McMahon WWE Smackdown Image Credit: WWE/Twitter

Vince McMahon’s stepping down as Chairman and CEO of WWE has been officially filed with the SEC. As reported on Friday, McMahon voluntarily stepped down as CEO and Chairman while the WWE Board conducts its investigation into alleged misconduct from McMahon and John Laurinaitis. Stephanie McMahon was appointed by the Board of Directors to serve as the interim CEO and Chairwoman.

WWE filed with the Securities and Exchange Commision on Wednesday to make notification of the change, as you can see below:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2022, World Wrestling Entertainment, Inc. (the “Company”) and its Board of Directors announced that a special committee of independent members of the Board of Directors (the “Special Committee”) is conducting an investigation into alleged misconduct by the Company’s Chairman and Chief Executive Officer, Vincent K. McMahon, and another executive. Effective immediately, Mr. McMahon has voluntarily stepped back from his responsibilities as Chairman and Chief Executive Officer until the conclusion of the investigation.

Effective as of June 17, 2022, the Special Committee appointed Stephanie McMahon, Chief Brand Officer and a director of the Company, to serve as the Company’s interim Chief Executive Officer and interim Chairwoman.

Biographical and other information regarding Ms. McMahon is included in the Company’s definitive proxy statement for its 2022 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 8, 2022 (the “Proxy Statement”), which information is incorporated herein by reference. Ms. McMahon is the daughter of Mr. McMahon and the wife of Paul Levesque, EVP, Global Talent Strategy & Development and a director of the Company. There are no arrangements or understandings with any person pursuant to which Ms. McMahon was selected as interim Chief Executive Officer or interim Chairwoman of the Company. Any transactions directly or indirectly involving Ms. McMahon that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are disclosed in the Proxy Statement.

Item 7.01 Regulation FD Disclosure.

On June 17, 2022, the Company and its Board of Directors issued a press release announcing the stepping back of Mr. McMahon and the appointment of Ms. McMahon, a copy of which is attached as Exhibit 99.1 hereto.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

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Vince McMahon, WWE, Jeremy Thomas