Vince McMahon Changes WWE's Bylaws Again With Another SEC Filing

By Connor Casey

Vince McMahon officially returned to the WWE's Board of Directors on Jan. 6 and immediately made a change to the company's bylaws, making it impossible for the company to undergo a sale or agree to a new set of media rights with his approval. WWE posted another SEC filing this week to announce another change, this time stating that McMahon no longer needs the approval of WWE stockholders for any company actions. It also declared that the previous filing, which included the rule that a media rights or sale deal needed McMahon's approval, has been repealed. 

You can see portions of the official filing below. On top of attempting to spearhead a sale of the company, McMahon was also on the receiving end of a lawsuit from shareholder Scott A. Fellows, accusing McMahon of "breaching fiduciary duty" and that the "invalid and inequitable bylaw amendments" he had filed would "hamstring" the Board of Directors moving forward. It's unclear if the repealing of that previous bylaw change will result in the lawsuit being thrown out. 

"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," the filing read. "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. 

"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 filing continued.

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