Vince McMahon wants to come back to sell WWE –

Former WWE boss Vince McMahon plans a return to pro wrestling promotion in a bid to sell the company. McMahon, the majority owner of WWE, resigned from his position as boss last year amid allegations of sexual misconduct, leaving his daughter Stephanie McMahon to serve as chairman and co-CEO alongside Nick Khan, who previously served as the company’s president functioned.

As the Wall Street Journal first reported, McMahon has informed WWE that he will elect himself to the board, along with former WWE co-presidents and directors Michelle Wilson and George Barrios. McMahon, who retains a majority of voting rights in WWE through his interest in the company, plans to be named executive chairman, subject to board approval, which was not granted in a previous move to reinstate McMahon. Below is the full press release:

GREENWICH, Connor, January 5, 2023 — Vince McMahon, the founder and majority shareholder of World Wrestling Entertainment Inc. (“WWE” or the “Company”) (NYSE: WWE), announced today that he has taken the necessary actions to to position the company to take advantage of a unique opportunity to maximize long-term value for all WWE shareholders. The actions, communicated in writing to the WWE Board of Directors today, include the election of Mr. McMahon, as well as former WWE Co-Presidents and Directors and current Co-CEOs of Isos Capital Management, Michelle Wilson and George Barrios, to the Board of Directors and the required deselection of three directors. Mr. McMahon is expected to assume the role of executive chairman of the board.

Mr. McMahon’s new role will allow for unified decision-making in the Company’s upcoming media rights negotiations while allowing for a full review of the Company’s strategic alternatives, which Mr. McMahon believes is the right course of action given the current dynamics in the media and entertainment industry and is in the best interests of WWE and the WWE Shareholders. As Mr McMahon has informed the Board, he believes that there is a narrow window of opportunity in which to create significant value for all shareholders and that the review of strategic alternatives must take place in conjunction with the media rights negotiations, to achieve this. He has also expressed to the Board that he believes both of these initiatives require the direct involvement, leadership and support of Mr. McMahon as a major shareholder.

“WWE is at a critical juncture in its history as the upcoming media rights negotiations coincide with the increasing demand across the industry for quality content and live events, and as more companies seek to own the intellectual property on their platforms “, said McMahon.

“The only way WWE will fully capitalize on this opportunity is for me to return as Executive Chairman, supporting the management team in negotiating our media rights and combining this with evaluating strategic alternatives. My return will allow WWE, as well as all transaction partners, to engage in these processes knowing they will have the support of the major shareholder.”

Before giving his written approval, McMahon sent two separate letters to the board in late December, expressing the urgency of his return to the company as executive chairman and his desire to work with the board and management team. After discussions with Company officials both before and after Mr. McMahon’s last letter on December 31, Mr. McMahon, consistent with his rights as a major shareholder, determined that the steps announced today are necessary to maximize value for all WWE shareholders .

Mr McMahon explained: “Ms. Wilson and Mr. Barrios are highly qualified directors whose professional experience positions them well to help the company achieve the best possible results on both initiatives. As past co-presidents and board members of WWE, they are intimately familiar with the dynamics of the industry and the workings of the company, and have helped guide the company through successful media rights negotiations in the past.

I look forward to working closely again with Michelle and George – as well as the rest of the board and management team of the company, who have my full support and trust. WWE has an exceptional management team and I do not intend my return to have any impact on their roles, roles or responsibilities.”

In conjunction with the changes to the WWE Board of Directors, Mr. McMahon’s written approval also includes certain amendments to the Company’s Articles of Incorporation to ensure that WWE’s corporate governance continues to adequately enable and support the rights of shareholders. These changes will be detailed in a Schedule 13D to be filed by Mr. McMahon and a Form 8-K to be filed by the Company in the next few days.

No assurances can be given as to the outcome or timing of the review process. Mr. McMahon does not intend to comment further until the proceeding is complete or he has otherwise determined that further disclosure is appropriate or necessary.

Biography of Michelle Wilson

Ms. Wilson is co-founder and co-CEO of Isos Capital Management. She is a senior executive in the sports and entertainment industry, and prior to founding Isos, she was most recently co-president and board member of WWE with Mr. Barrios until January 2020. In 2018, Ms. Wilson was named one of Forbes’ 10 Most Powerful Women in Sport.

She has also been included in the Adweek 50 list, which highlights the top executives in media, marketing and technology, and was named one of the 10 Most Influential Women in Sports by Sports Illustrated. She joined WWE in 2009 and served as Chief Revenue & Marketing Officer prior to being named Co-President.

Previously, Michelle served as Chief Marketing Officer for the United States Tennis Association, led 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 earned her MBA from Harvard Business School and currently serves on the boards of directors of Bowlero Corporation and Turtle Beach Corporation.

Biography of George Barrios

George Barrios is the co-founder and co-CEO of Isos Capital Management. He is an award-winning executive, most recently serving 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 in its All-America Executive Team Ranking. He joined WWE in 2008 as Chief Strategy & Financial Officer.

Previously, he held senior positions in finance, strategy and operations at The New York Times, Praxair, Time Warner and HBO. He earned his MBA from the University of Connecticut School of Business and is currently the National Board Chair of the Make-A-Wish Foundation.

Kirkland & Ellis are acting as legal counsel to Mr. McMahon.

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