World Wrestling Entertainment Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1241 East Main Street

Stamford, Connecticut 06902

You are cordially invited to attend virtually WWE’s 20202023 Annual Meeting of Stockholders. The meeting will be held on April 16, 2020, at the Company’s Headquarters, 1241 East Main Street, Stamford, Connecticut 06902May 18, 2023, beginning at 10:1:00 a.m.p.m. Eastern Time. Details of the business to be conducted at this year’s Annual Meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

This year’s Annual Meeting will again be a virtual meeting of stockholders, conducted via live audio webcast. We have designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online access and participation. You will not be able to attend the Annual Meeting in person.

As a stockholder, you are being asked to vote on important matters. Whether or not you plan to attend the Annual Meeting of Stockholders, your vote is important. We therefore encourage you to vote. After reading the attached Notice of Annual Meeting of Stockholders and Proxy Statement, please promptly fill out and submit your proxy.We also invite you to utilize the convenience of Internet voting at the website indicated on the enclosed proxy card.Alternatively, you can vote by telephone or complete, sign, date and promptly return via mail the enclosed proxy card. If you virtually attend the meeting and wish to vote in person,during the meeting, you will have the opportunity to do so, even if you have already voted, and any such in-person vote will supersede all of your prior votes.

On behalf of the WWE Board of Directors, I greatly appreciate your continued support.

	Sincerely,
		Nick Khan
	Vincent K. McMahon
	Chairman and Chief Executive Officer

PLEASE NOTE THAT THIS WILL BE A BUSINESS MEETING ONLY AND NOT AN ENTERTAINMENT EVENT. The meeting will be limited to stockholders (or their authorized representatives) having evidence of their stock ownership. If you plan to attend the Annual Meeting in person, you must show proof of your ownership at the registration tables at the door. Registration will begin at 9:00 a.m. and seating will begin at 9:30 a.m. Each stockholder may be asked to present valid government-issued photo identification, such as a driver’s license or passport, to enter the meeting. These procedures may require additional time, so please plan accordingly. Cameras, recording devices and other electronic devices will not be permitted, and cell phones may not be used for these purposes. The Annual Meeting will start promptly at 10:1:00 a.m.p.m. Eastern Time. To avoid disruption, admission may be limited once the meeting begins.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

The Annual Meeting (the “Annual Meeting”) of Stockholders of World Wrestling Entertainment, Inc., a Delaware corporation (“WWE” or the “Company”), will be held on April 16, 2020May 18, 2023 at the Company’s Headquarters, 1241 East Main Street, Stamford, Connecticut 06902 at 10:1:00 a.m.p.m. Eastern Time.Time in a virtual-only format as described below. The purpose of the Annual Meeting, as described in the attached Proxy Statement is as follows:

The close of business on February 20, 2020March 21, 2023 is the record date for determining stockholders entitled to notice of and to vote at our Annual Meeting and at any adjournment or postponement of the meeting.

Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 1:00 p.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.

Log-in Instructions. To be admitted to the virtual Annual Meeting, you will need to log onto www.virtualshareholdermeeting.com/WWE2023 using the control number found on your proxy card, voting instruction form or notice.

Submitting Questions at the Annual Meeting. An online portal is available to stockholders at www.proxyvote.com where you can view and download our proxy materials and vote your shares. Prior to the date of the Annual Meeting, you may submit questions at www.proxyvote.com. On the day of, and during, the Annual Meeting, you can submit questions on www.virtualshareholdermeeting.com/WWE2023. After the business portion of the 2023 Annual Meeting concludes, we will hold a Q&A session during which we intend to answer questions submitted that are pertinent to the Company and the items brought before the stockholder vote at the Annual Meeting, as time permits and in accordance with the Q&A Rules of Conduct and Procedure that will be available at www.proxyvote.com and www.virtualshareholdermeeting.com/WWE2023.

Technical Assistance. Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulty accessing, or during, the virtual meeting, please call the support team at the number that will be posted on the virtual meeting platform.

Stockholder List. During the Annual Meeting, a list of our stockholders, maintained under Delaware law, will be available for viewing by stockholders at www.virtualshareholdermeeting.com/WWE2023. If you are a registered stockholder, the control number included on your proxy card will allow you to view this list. In addition, information on how to obtain access to the list of stockholders of record entitled to vote at the 2023 Annual Meeting for any purpose germane to the meeting will be available during the ten days preceding the 2023 Annual Meeting on our website at https://corporate.wwe.com/investors/investor-overview. Stockholders submitting any such request will be asked to include the control number found on their proxy card, voting instruction form or Notice of Internet Availability.

Whether or not you plan to attend the Annual Meeting, in person, your vote is important. We therefore urge you to vote by Internet, phone or mail by following the instructions set forth herein.

	By the Order of the Board of Directors,
	Nick Khan
	Brian M. Nurse
	SVP, General Counsel & SecretaryChief Executive Officer

Stamford, Connecticut

March 6, 2020
April 7, 2023

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PROXY STATEMENT

Annual Meeting of Stockholders

Thursday, April 16, 2020

May 18, 2023

The enclosed proxy is solicited on behalf of WWE’s Board of Directors in connection with our Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, April 16, 2020,May 18, 2023, beginning at 10:1:00 a.m.p.m. Eastern Time in a virtual meeting format only, or any adjournment or postponement of this meeting. The Annual Meeting will be held at the Company’s Headquarters, 1241 East Main Street, Stamford, Connecticut 06902. Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide electronic access to its proxy materials over the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s record and beneficial stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials electronically by email on an ongoing basis. The Company encourages you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the costs and environmental impact of printing proxy materials. We intend to mail the Notice on or about March 6, 2020,April 7, 2023, to each stockholder entitled to vote at our Annual Meeting.

We will pay all costs of this proxy solicitation. Directors or officers, or other WWE employees, may also solicit proxies in person or by mail, telephone or fax.

electronic communications.

Only holders of record of our Class A common stock and Class B common stock at the close of business on February 20, 2020March 21, 2023 (the “record date”), will be entitled to notice of and to vote at our Annual Meeting. At the close of business on the record date, 46,211,63143,347,118 shares of Class A common stock and 31,099,011 shares of Class B common stock were outstanding and entitled to vote, with each Class A share entitled to one vote on all matters and each Class B share entitled to ten votes. We sometimes refer to Class A common stock and Class B common stock together as “Common Stock.”

A majority of the collective voting power represented by our Common Stock, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Election of nominees to the Board (Proposal 1) isand the advisory vote on the frequency of the advisory vote on executive compensation (Proposal 4) are decided by plurality votes. The affirmative vote of a majority of the shares present and entitled to vote at the meeting is required to approve Proposals 2 and 3. Proposal 3 is anand 4 are advisory votevotes only and as discussed in more detail below, the voting result is not binding on us. Under New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name as a nominee, and does not receive voting instructions from you, the broker is permitted to vote your shares only on the ratification of the appointment of the independent registered public accounting firm (Proposal 2). When a broker does not receive voting instructions and either declines to exercise discretionary voting or is barred from doing so under NYSE rules, the missing votes are referred to as “broker non-votes.” Other unvoted shares in returned proxies will be voted in accordance with the Board recommendations set forth in this proxy statement. Both abstentions and broker non-votes in returned proxies will be counted for purposes of determining the presence or absence of a quorum at the meeting. Broker non-votes are not, however, considered present and entitled to vote and will have no effect on the voting results of any of the proposals. An abstention in a returned proxy on either of Proposals 2 or 3 identified above will have the effect of a vote against that proposal. An abstention in a returned proxy will have no effect on the outcome of Proposal 1.1 or 4. The Board of Directors recommends that you vote FOR the election of each of the nominees for Director, FOR the ratification of our independent registered public accounting firm, and FOR the advisory approval of our executive compensation, and FOR an annual advisory vote on executive compensation.

Introductory Note:

On January 5, 2023, Vincent K. McMahon, our controlling stockholder, executed and delivered a written consent taking certain actions by consent without a stockholder meeting in accordance with Delaware law resulting in, among other things, the election of Mr. McMahon, Michelle D. Wilson and George A. Barrios to the Board of Directors and certain amendments to the Company’s bylaws (the “January 5th Amendments”). On January 6, 2023, Ignace Lahoud and Man Jit Singh resigned from the Board of Directors. On January 9, 2023, the Board of Directors elected Mr. McMahon as Executive Chairman of the Board of Directors. On January 10, 2023, Stephanie McMahon resigned from her role as Co-CEO and as a member of the Board of Directors. As a result of Ms. McMahon’s resignation, Nick Khan assumed the role of sole Chief Executive Officer of the Company. Mr. Khan also remains a member of the Board of Directors.

Mr. McMahon subsequently informed the Company of his view that there was substantial alignment among the Board of Directors and management concerning the decision to conduct a review of strategic alternatives amid the Company’s upcoming domestic media rights negotiation cycle. 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 taking certain actions by consent without a stockholder meeting in accordance with Delaware law to substantially repeal the January 5th Amendments other than the provision relating to exclusive forum for certain shareholder lawsuits.

As previously disclosed, the Company’s management and Board of Directors have been engaged in a review of strategic alternatives to maximize value for all WWE stockholders and other stakeholders. Endeavor Group Holdings, Inc. and the Company announced on April 3, 2023 that they have signed a definitive agreement to form a new, publicly listed company consisting of the WWE and UFC businesses (the “Proposed Transaction”). There can be no assurances given regarding the outcome or timing of the Proposed Transaction.

Voting:

If you vote via any of the following methods, you have the power to revoke your vote before the Annual Meeting or at the Annual Meeting. You may revoke a proxy by mailing us a letter that is received by us no later than Wednesday, April 15, 2020May 17, 2023 that states that the proxy is revoked, by timely executing and delivering, by mail, Internet or telephone, a later-dated proxy or by attending our Annual Meeting and voting in person.voting. While the Company does not plan to disseminate information concerning your vote, proxies given by stockholders of record will not be confidential. The voting instructions of beneficial owners will only be available to the beneficial owner’s nominee and will not be disclosed to us unless required by law or requested by you. If you are a stockholder of record and write comments on your proxy card, your comments will be provided to us.

Vote by Internet:

The Company strongly prefers that you utilize our convenient Internet voting system which you can access and use whether you live in the United States or elsewhere. The website for Internet voting is printed on both the Notice and the proxy card. Internet voting is available 24 hours a day until 11:59 P.M. on April 15, 2020.May 17, 2023. You will be given the opportunity to confirm that your instructions have been properly recorded.While at the site, you will be able to enroll in our electronic delivery program, which will ensure that you will receive future mailings relating to annual meetings as quickly as possible and will help us to save costs. If you vote via the Internet, please do NOT return your proxy card.

Vote by Telephone:

You can also vote your shares by calling the toll-free number printed on your proxy card. Telephone voting is available 24 hours a day until 11:59 P.M. on April 15, 2020.May 17, 2023. The voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.If you vote by telephone, please do NOT return your proxy card.

Vote by Mail:

If you choose to vote by mail, please mark your proxy, date and sign it, and return it in the postage-paid envelope provided.

PROPOSAL 1—ELECTION OF DIRECTORS

Stockholders will elect ten (10)eight Directors at our Annual Meeting, each to serve until the next Annual Meeting of Stockholders and until a successor shall have been chosen and qualified. We intend to vote the shares of Common Stock represented by a proxy in favor of the nominees listed below, unless otherwise instructed in the proxy. Each nominee is currently a Director. We believe all nominees will be willing and able to serve on our Board. In the unlikely event that a nominee is unable or declines to serve, we will vote the shares represented by a proxy for the remaining nominees and, if there is one, for an alternate person duly nominated by our Board of Directors.

Vincent K. McMahon,co-founder of our Company, is Executive Chairman of the Board of Directors and Chief Executive Officer and Chair of the Executive Committee.

Stephanie McMahonNick Khanhas served as our Chief BrandExecutive Officer since November 2013. She is responsible for ensuring WWE’s global brand strengthJanuary 2023 and, growth across all linesprior thereto, one of business,our Co-CEOs from July 2022 and President & Chief Revenue Officer from August 2020 to July 2022. Prior to that, Mr. Khan, a former practicing attorney, transitioned to International Creative Management (ICM) in 2006 where he launched their Sports Media department and represented the biggest names in sports broadcasting. From 2012 until joining the Company, Khan served as well as overseeing WWE’s community relations and pop culture strategies. Among her many contributions, Ms. McMahon has been the driving force behind WWE’s women’s evolution, which has given female performers an equal shareCo-Head of the spotlight bothTelevision Department for Creative Artists Agency LLC (CAA). During his tenure there, Khan continued to represent the top broadcasters while also representing WWE, the Southeastern Conference, Top Rank Boxing and others, helping to negotiate billions of dollars in and out of the ring. She is also a TV personality who appearsmedia deals on WWE programming. Prior to her current role, Ms. McMahon was Executive Vice President, Creative and was the first woman to lead WWE’s Creative Writing, Digital Media, Talent Relations, Talent Brand Management and Live Events businesses. She was named a Stuart Scott ENSPIRE Award Honoree at the 2017 ESPN Humanitarian Awards. Adweek has included her in their list of the Most Powerful Women in Sports for the past four years and recently chose her as a 2019 Brand Genius honoree. Ms. McMahon was also named to Forbes’ World’s Most Influential CMOs report in 2019. In 2014, she and her husband, Paul “Triple H” Levesque, established Connor’s Cure, a fund dedicated to fighting pediatric cancer. In partnership with The V Foundation and

Children’s Hospital of Pittsburgh, Connor’s Cure has raised $3 million to date. McMahon received her B.S. from Boston University in Communications and has been named a Distinguished Alumni by its School of Communications. She is a Henry Crown Fellow within the Aspen Global Leadership Network at the Aspen Institute and also an Eisenhower Fellow. She is also a member of the Board of Directors for USO Metropolitan Washington and Children’s Hospital of Pittsburgh Foundation. Ms. McMahon is the daughter of Vince McMahon.

behalf.

Paul “Triple H” Levesquehas served asbeen WWE’s Chief Content Officer since September 2022 and prior thereto was our Executive Vice President, Global Talent Strategy & Development since February 2020, and prior thereto was Executive Vice President, Talent, Live Events & Creative since August 2011.Development. In his current role, he oversees the Company’s Talent Relations and Talent Development departments. Additionally, Mr. Levesque plays an integral role inoversees the Company’s creative process, helping shapeshaping the creative direction and storylines of WWE’s programming.

WWE programming and live events and is head of Talent relations. He is the Executive Producer of NXT. Mr. Levesque is revolutionizing the business with his global recruiting strategy and developmental training processes. In order to create a platform for future success, he established the Company’s state of the artstate-of-the-art training facility, the WWE Performance Center, which pavedin Orlando, Florida. In addition to strength, conditioning, in-ring training and character development, recruits participate in development programs focusing on life skills, continuing education, health and wellness and career planning. Building off this success, Mr. Levesque remains focused on the way fordevelopment and implementation of WWE’s Performance Center/Global Localization strategy. Prior to his current role from 2011 Mr. Levesque oversaw WWE’s Talent Relations and Live Events departments. He also played an integral part in the Company’s creative process, helping to shape the creative direction and storylines of WWE’s third global brand, NXT.programming. Mr. Levesque debuted as a WWE Superstar, “Triple H”,H,” in 1995 and was inducted into the WWE Hall of Fame in 2019. He has held the WWE Heavyweight Championship title 14 times. He hastimes, captured every major championship, headlined thousands of WWE events and entertained millions around the world. Mr. Levesque is married to Stephanie McMahon and together in 2014 they established Connor’s Cure. Mr. LevesqueCure, a fund dedicated to furthering pediatric cancer research. He was inducted into the Boys & Girls Clubs of America Alumni Hall of Fame in 2017 and is a board member for the son-in-law of Vincent McMahon.

Concussion Legacy Foundation.

FrankGeorge A. Riddick, IIIBarrioshas since January 2020, been our Interim Chief Financial Officer. Mr. Riddick was Chiefserved as Founder and Co-Chief Executive Officer of FloWorks International LLC (formerly named Shale-Inland Group LLC)Isos Capital Management (“Isos”), an independent investment firm focused on investment opportunities in the media, entertainment and sports industries, since January 2021. He has served as Co-President of Progress Acquisition Corporation (“Progress”), a media-focused special purpose acquisition company, since August 2022. Mr. Barrios previously served as the Founder, Co-Chief Executive Officer and Co-Chairman of Isos Acquisition Corporation from January 2021 until its merger with Bowlero Corp. (NYSE: BOWL) (“Bowlero”), a global leader in bowling entertainment, in December 2021. Mr. Barrios was appointed National Board Chair of the Make-A-Wish Foundation in March 2021. Prior to founding Isos, he served as Co-President and a director at WWE from February 2018 to January 2020. He was our Chief Strategy & Financial Officer from November 2013 to February 2018, and Chief Financial Officer from March 2008 to November 2013. Before that, he was Vice President and Treasurer of The New York Times Company, a diversified media company and leading suppliersource of pipe, valves and related products (“FloWorks”)independent journalism, from September 2013 until November 2017.January 2007 to March 2008. Mr. Barrios joined The New York Times Company in April 2002 as Chief Financial Officer of a subsidiary, which published, among other things, The Boston Globe. Prior to that, from September 2000 to September 2001, he was Chairman and then Executive Chairman of FloWorks since March 2012. Mr. Riddick is also currently a member of the Management Advisory Board of Tower Brook Capital Partners, L.P. (“TowerBrook”), a private equity firm that has FloWorks in its portfolio of companies. From August 2009 until joining FloWorks, Mr. Riddick was Chief Executive Officer of JMC Steel Group, the largest independent steel tubular manufacturer in North America. Prior to that, he was a consultant to TowerBrook. Before joining TowerBrook, he served as President and Chief Executive Officer of Formica Corporation, a manufacturer of surfacing materials, from January 2002 to April 2008. He served as President and Chief Operating Officer of Armstrong Holdings, Inc. from February 2000 to November 2001, and as Chief Financial Officer at Armstrong and its subsidiaries from 1995 to 2000. Mr. Riddick is Chairman of the Board of Apache Industrial Services,Netsilicon, Inc., which provides scaffolding, insulation, fireproofinga publicly held software development company, where he helped to stabilize the business prior to its merger with Digi International Inc. in 2001. From 1994 to 2000, Mr. Barrios served in several senior capacities for Praxair, Inc., a large supplier of industrial gasses. Earlier in his career, he held various leadership roles in strategy and coatings.operations at HBO, Inc. during his time at leading media and entertainment company Time Warner. Mr. Riddick is an Emeritus member of Duke University’s Fuqua School of Business Board of Visitors. Until its sale in July 2015, Mr. Riddick was a member ofBarrios served on the board of directors Chair of Bowlero from December 2021 until December 2022. Mr. Barrios holds a B.A. degree and an M.B.A. from the Audit Committee and a memberUniversity of the Compensation Committee of Geeknet, Inc., the owner and operator of ThinkGeek, an online retailer. Mr. Riddick is also a former director of GrafTech International Ltd, a manufacturer of graphite and carbon products, as well as related technical services.

Connecticut.

Stuart U. GoldfarbSteve Kooninis a member of our Audit Committee and Chair of our Governance & Nominating Committee. Since January 2014, Mr. Goldfarb has been Co-founder and Partner of Melo7 Tech Partners, LLC, which was founded by Carmelo Anthony and Mr. Goldfarb to invest in and develop opportunities primarily in early stage digital media, consumer internet and technology ventures. Prior to this, from January 2012, Mr. Goldfarb was President of Fullbridge, Inc., a provider of an accelerated, rigorous business education program. From June 2011 until January 2012, Mr. Goldfarb was President andthe Chief Executive Officer of Atrinsic, Inc.,the National Basketball Association’s Atlanta Hawks and State Farm Arena, a marketer of direct-to-consumer subscription products and an Internet search marketing agency. Mr. Goldfarbposition he has held since April 2014. He formerly served as a directorthe President of Atrinsic from January 2010 until December 2012. In June 2012, Atrinsic filed a voluntary petition under Chapter 11Turner Entertainment Networks, which included oversight of Turner Network Television (“TNT”), Turner Broadcasting System (“TBS”), truTV and Turner Classic Movies (“TCM”). Mr. Koonin joined Turner in 2000 and was promoted to President in 2006. Mr. Koonin was responsible for the rebranding of TNT and TBS and for the development of some of the United States Bankruptcy Codemost successful programming in cable television history. He also led the rebrand of Court TV as truTV. Prior to joining Turner, Mr. Koonin spent 14 years with The Coca-Cola Company including serving as head of worldwide marketing and advertising operations. In addition to leading the Atlanta Hawks organization, Mr. Koonin is extremely active in the U.S. Bankruptcy Court forAtlanta community. He serves as the Southern DistrictChairman of New York. The filing was precipitated by Atrinsic’s cessationthe Georgia Aquarium, on the Executive Committee of certain businessesthe Metro Chamber of Commerce and its inability to raise financing. From 2001 to 2009, Mr. Goldfarbis a recipient of the Atlanta Sports Council’s lifetime achievement award.

was President and Chief Executive Officer of Bertelsmann Direct NA. Under his leadership, the company grew to be the world’s largest direct marketer of music, DVDs and books, with household brands such as Columbia House, BMG Music, Doubleday Book Club, Book-of-the-Month-Club and cdnow.com. Prior to that, Mr. Goldfarb was President and Chief Executive Officer of bol.com, Bertelsmann’s premier online retailer of books and music, doing business in 18 European and Asian countries. Before joining Bertelsmann, he was Vice Chairman of Value Vision International, a cable TV home shopping and e-commerce company. He was formerly Executive Vice President, Worldwide Business Development at NBC.

Laureen OngMichelle R. McKennais Chair of our Compensation Committee and a member of our Governance & Nominating Committee. She is a consultant in the media industry. From April 2010 to October 2013, Ms. Ong has served as President, Travel Channel LLC, a subsidiarysenior advisor at Evercore, a NYSE-listed leading global independent investment bank, since December 2022. In April 2022, she founded, and is the CEO of, Scripps Networks Interactive, Inc.,The Michelle McKenna Collaborative, a consulting firm which operatesadvises on matters relating to technology, tech teams and the consumer experience holistically. McKenna spent more than two decades as a television network focusing on travel entertainment.senior leader at Disney, Universal Studios and the NFL, working across technology, digital strategy and finance. From March 20072012 to October 2009,2022, McKenna served as Chief Information Officer for the NFL, where she was Chief Operating Officer of Star Group Limited, which produces, broadcastsresponsible for the league’s technology strategy and distributes television programming via satellite in Asia. From April 2000 to April 2007, Ms. Ong was President of National Geographic Television, during which time she wasserved as the chief architectexecutive sponsor of the launchWomen’s Interactive Group. She serves on the Board of its cable television network. Prior to that,Directors of Ring Central (NYSE: RNG), where she was a senior executive in several sports and media companies. Ms. Ong is a member of the Board, Compensation Committeeaudit, compensation and Nominating and Corporate Governance Committee of Presidio Property Trust, a contrarian real estate investor focused on out-of-the mainstream properties. She is alsonominating & governance committees. McKenna previously served on the Board of Charter 100, an organizationDirectors of Women Executives in Phoenix.

Insperity (NYSE: NSP) from 2015 to 2018.

Robyn W. PetersonSteve Pamonis a member of our Governance & Nominating Committee. Mr. Peterson has been Chief Technology Officer and Senior Viceserved as became President of CNNVerzuz since December 2018March 2022, overseeing the live-stream music platform which is owned by Triller and before that since February 2018,was launched by Swizz Beatz and Timbaland. Triller also owns Amplify.ai, FITE and Thuzio. Mr. Pamon served as President & Chief Operating Officer of Parkwood Entertainment, founded by global entertainer Beyoncé, from 2015 until 2020. In this position, Mr. Pamon oversaw an extensive global media portfolio, including artist management, music production, concert tours, motion pictures, television specials and consumer products. Throughout his tenure, he has achieved critical and commercial success as evident in the Super Bowl 50 Halftime Show, Lemonade visual album, The Formation World Tour, Netflix’s Homecoming documentary and the Disney+ film, Black Is King, among many others. For his work as an Executive Producer, Pamon has received two Emmy nominations, two Grammy nominations and is both a Grammy Award winner for Homecoming and a Peabody Award winner for Lemonade. Prior to joining Parkwood Entertainment, Mr. Pamon was the Head of ProductsSports and Platforms at Turner. From May 2011 until January 2018, Mr. Peterson was Chief Technology Officer of Mashable, Inc.,Entertainment Marketing for JPMorgan Chase, where he led a leading source of news information and resourcesteam responsible for the connected generation. From Januaryongoing operations around the bank’s broad sponsorship portfolio with various leagues, events and venues. Before joining JP Morgan Chase in 2011, to March 2011, Mr. Petersonhe was Vice President of Product, NewsStrategy and Info for AOL, responsible for product strategy and development of the news, finance and sports sites until AOL’s acquisition of the Huffington Post. From March 2010 to January 2011, Mr. Peterson was Product Director for Next Issue Media LLC, a company formed by five major U.S. publishers to develop, market and deliver interactive digital editions of magazines. Prior to that, from November 2008, Mr. Peterson was Vice President, Technology and Product for NBC Universal, Inc. From 2001-2004, and from 2005-2008, Mr. Peterson was an executive at Ziff Davis Media, where he was Chief Technology Officer. Mr. Peterson was previously involved in other digital companies since 1998.

Man Jit Singhis a member of our Audit Committee. He is a seasoned media executive with global experience across product innovation, growth strategy and business development. Mr. Singh was with Sony Pictures Entertainment from 2007 until March 2018 where he was most recently President, Home Entertainment. Prior to being President, Mr. Singh oversaw Sony’s Multi Screen Media subsidiary in India, where he was instrumental in moving into the sports market with the launch of television and digital offerings. Prior to joining Sony, Mr. Singh was a senior executive at several technology, staffing, management consulting and consumer product companies.

Jeffrey R. Speedis Chair of the Audit Committee and a member of our Compensation Committee. He served as Executive Vice President and Chief Financial Officer of Six Flags, Inc., the world’s largest regional theme park operator, from April 2006 until October 2010. In June 2009, Six Flags, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy CourtNew Business Development for the District of Delaware, and it emerged from those proceedings in May 2010. Prior to joining Six Flags, Mr. Speed spent approximately 13 years with The Walt Disney Company, serving from 2003 until 2006National Football League, served as Senior Vice President and Chief FinancialGeneral Manager of HBO’s Digital Distribution, and held positions at Time Warner, McKinsey & Co, Citigroup and Merrill Lynch. Mr. Pamon has been recognized on Billboard’s Power Players List for four years, reaching No. 1 as “Executive of the Year” in 2019. Mr. Pamon serves on the corporate board of IMAX Corporation, the board of New York Road Runners, and is a founding advisory board member for the Launch with GS fund.

Michelle D. Wilson has served as Founder and Co-Chief Executive Officer of Euro Disney SAS,Isos since January 2021. She has served as Co-President of Progress since August 2022. Ms. Wilson previously served as the publicly-traded operatorFounder, Co-Chief Executive Officer and Co-Chairman of Isos Acquisition Corporation from January 2021 until its merger with Bowlero in December 2021. From February 2020 to December 2020, Ms. Wilson was a private investor. Prior to her position with Isos, Ms. Wilson served as Co-President and a director at WWE from February 2018 to January 2020. She served as Chief Revenue & Marketing Officer from November 2013 to February 2018, and Chief Marketing Officer from February 2009 to February 2018. From August 2001 to February 2009, she was Chief Marketing Officer of the Disneyland Resort Paris,United States Tennis Association, where she was instrumental in making the number one tourist destinationU.S. Open the highest attended annual sporting event in Europe. Priorthe world with more than 700,000 fans in attendance every year. She was pivotal in the implementation of several innovations for the sport, including in-stadium video screens, blue courts, instant replay and the 2004 launch of the U.S. Open Series. From April 2000 to that, Mr. Speed spent approximately nine years withJuly 2001, she was Vice President of Marketing for the public accounting firmXFL. Earlier in her career, Ms. Wilson held positions at the National Basketball Association in its domestic and international consumer products groups as well as roles at Nabisco and Johnson & Johnson. Ms. Wilson has served on the board of Price Waterhouse (now PwC).directors of Bowlero since December 2021 and Turtle Beach Corporation (NASDAQ: HEAR) since May 2022. Ms. Wilson holds a B.S.E. in Chemical Engineering from the University of Pennsylvania and an M.B.A. from the Harvard Business School.

Alan M. Wexleris a member of our Compensation Committee. From February until June 2019, Mr. Wexler was Chairman of Publicis Sapient. Prior to that, he was CEO of Publicis Sapient since January 2018, and, prior thereto, CEO of Sapient Razorfish and Co-CEO of Publicis Sapient. He was President and then CEO of Sapient Nitro for several years prior to that and has been with Sapient Corporation, which was acquired by Publicis Group, in several other senior leadership positions for an aggregate of nearly 20 years. Publicis Sapient has offices globally, 17,000 employees and cultivates key agency relationships with a roster of blue-chip brands and advises clients on the impact of digital on their businesses. Mr. Wexler has been working at the intersection of creative, digital and technology for more than 30 years. He has extensive experience in the advertising and branding space.

Other Executive Officers

The following table provides information regarding our other executive officers as of March 1, 2020.officers.

Bradley M. Blumhas served as our Executive Vice President, Operations and Chief of Staff since November 2019. In this capacity, he provides leadership to WWE’s Human Resources, Legal, Live Events, Creative Writing and Talent Relations organizations. Prior to this, Mr. Blum was our Executive Vice President, Chief of Staff since February 2018, and Senior Vice President, Chief of Staff since June 2006. Mr. Blum served as a US Army Military Officer for 10 years prior to joining WWE. He received his M.B.A. from Arizona State University, W.P. Carey School of Business and his B.A. from the University of Redlands in English Literature.

Kevin Dunnhas been Executive Producer & Chief Global Television Production since July 2014 and, prior thereto Executive Producer since November 2013, and Executive Vice President, Television Production, since July 2003. Before that, Mr. Dunn served as our Executive Producer for 11 years.

Brian M. NurseMaurice F. Edelsonhas served as our SeniorExecutive Vice President, Chief Legal Officer since September 2022. From 2007 to 2013, Mr. Edelson served as General Counsel and Secretary since September 2018.EVP, Corporate Development at Time Inc., and in that role had responsibility for legal, compliance, corporate strategy and mergers & acquisitions. Mr. Edelson served as SVP, Deputy General Counsel at Time Warner Inc. from 2013 through 2014. Prior to joining WWE, from March 2012 to September 2018, Mr. Nurse was Vice President, Associate General Counsel & Secretary at Nestle Waters North America Inc. Before that, from April 2001 to February 2012, Mr. Nurse was with PepsiCo, Inc. where he served as Senior Legal Counsel.General Counsel and VP for Administration at The Juilliard School beginning January 2015.

Rajan Mehta is a highly experienced technology professional with over 20 years in the industry. He has worked at WWE, NBC Universal, GE, and a number of technology start-ups where he honed his skills in managing complex technology projects and delivering innovative solutions. Since 2015, Mr. Nurse started his legal careerMehta has served as our EVP, Chief Product and Technology Officer, overseeing our direct to consumer technology, streaming media operations, information technology, enterprise engineering, data science and cybersecurity teams. Previously, he served as a Board Observer to Phunware (PHUN) and as a Technology Advisor to Clypd, which was acquired by AT&T in 2019.

Suzette Ramirez-Carr has served as our Executive Vice President, Chief Human Resources Officer (“CHRO”) since April 2022. She is a seasoned executive with global experience in the public and private sectors, spanning multiple industries including financial services, advertising, beauty, academia, and media & entertainment. Ms. Ramirez-Carr came to WWE from Beautycounter, a Certified B Corp, where she oversaw human resources, internal communications, DEI and facilities. From 2016 to 2021, she served as CHRO for United Talent Agency (UTA), a premier global talent and entertainment company. Previously, Ms. Ramirez-Carr held CHRO roles at Oaktree Capital Management and Southern Methodist University.

Frank A. Riddick, III has served as our President and Chief Financial Officer since July 2022. Prior to that he became our Chief Financial and Administrative Officer in November 2021. From January to August 2020, Mr. Riddick was our Interim Chief Financial Officer. He was a Director at the Company from 2008 until he joined the Company as an associateexecutive in November 2021. Mr. Riddick was Chief Executive Officer of FloWorks International LLC (formerly named Shale-Inland Group LLC), a leading supplier of pipe, valves and related products (“FloWorks”) from September 2013 until November 2017. Prior to that, he was Chairman and then Executive Chairman of FloWorks since March 2012. Mr. Riddick is also currently a member of the Management Advisory Board of Tower Brook Capital Partners, L.P. (“TowerBrook”), a private equity firm that previously had FloWorks in its portfolio of companies. From August 2009 until joining FloWorks, Mr. Riddick was Chief Executive Officer of JMC Steel Group, the largest independent steel tubular manufacturer in

North America. Prior to that, he was a consultant to TowerBrook. Before joining TowerBrook, he served as President and Chief Executive Officer of Formica Corporation, a manufacturer of surfacing materials, from January 2002 to April 2008. He served as President and Chief Operating Officer of Armstrong Holdings, Inc. from February 2000 to November 2001, and as Chief Financial Officer at two New York City law firms.

Armstrong and its subsidiaries from 1995 to 2000. Mr. Riddick is Chairman of the Board of Apache Industrial Services, Inc., which provides scaffolding, insulation, fireproofing and coatings. Mr. Riddick is an Emeritus member of Duke University’s Fuqua School of Business Board of Visitors. Until its sale in July 2015, Mr. Riddick was a member of the board of directors, Chair of the Audit Committee and a member of the Compensation Committee of Geeknet, Inc., the owner and operator of ThinkGeek, an online retailer. Mr. Riddick is also a former director of GrafTech International Ltd, a manufacturer of graphite and carbon products, as well as related technical services.

The Board and Committees

Our Board has standing Audit, Compensation & Human Capital, Governance & Nominating and Executive Committees. During the year ended December 31, 2019,2022, there were 810 meetings of the Board of Directors, 1310 meetings of the Audit Committee, 614 meetings of the Compensation & Human Capital Committee, and 34 meetings of the Governance & Nominating Committee. Under our Corporate Governance Guidelines, Directors are expected to prepare for and attend meetings of the Board and committees on which they sit. Each Director attended more than 75% of the aggregate number of meetings of the Board and committees on which he or she served. Directors are also expected to attend the Company’s Annual Meeting of Stockholders, and all members attended last year’s meeting.

Independent Directors.Each year our Board conducts a review to determine which of our Directors qualify as independent. Based on our most recent review, the sixfive members of our Board noted as independent in the slate of nominees for Director in the table above (Stuart U. Goldfarb, Laureen Ong, Robyn W. Peterson, Man Jit Singh, Jeffrey(George A. Barrios, Steve Koonin, Michelle R. SpeedMcKenna, Steve Pamon, and Alan M. Wexler)Michelle D. Wilson) qualified as independent under the NYSE and SEC regulations for Board members as well as those regulations, as applicable, relating to their role on the Audit, Compensation & Human Capital and/or Governance & Nominating Committee(s). These are the standards we use to determine independence. One of our independent Directors has a small stock ownershipThere were certain relationships that the Board affirmatively considered in a public company which is a licensee of the Company; another is an executive officer of a large companyconnection with which an affiliateits independence determination. The Board recognized that Mr. Barrios and Ms. Wilson were former employees of the Company, however, such employment ended more than three years ago (consistent with NYSE independence rules) and each such Director since that time has had very significant positions at other companies. Atlanta’s State Farm Arena, for which Mr. Koonin is Chief Executive Officer, hosted certain of our live events. This was not material to either party, was within the threshold promulgated by the NYSE for independence, was in the ordinary course of business and was neither negotiated by Mr. Koonin nor did business in 2019 in an amount immaterialit affect him monetarily. Accordingly, the transactions were deemed not to affect the Company and the other company. The Board considered these relationships and affirmatively determined that none of them is material.Director’s independence. None of the other independent Directorsnominees has any relationship with the Company other than his or her Director/Committee membership(s). Our Audit, Compensation & Human Capital and Governance & Nominating Committees consist, and at all previous times consisted, solely of independent Directors. Patricia A. Gottesman, an independent DirectorThe current members of our Committees are as follows: Audit Committee - Mr. Barrios (Chair), Ms. Mckenna and Chair of theMr. Pamon; Compensation & Human Capital Committee - Mr. Koonin (Chair) and Ms. Wilson; and Governance & Nominating Committee will- Mr. Pamon (Chair), Mr. Koonin and Ms. Wilson.

Lead Independent Director. In 2021, the Company determined that it would be leaving these positions atbeneficial for the Annual Meeting. The Company does not currentlyto have a leadLead Independent Director. Mr. Riddick was initially elected but, upon his becoming our Chief Financial and Administrative Officer in November 2021, the Board elected Man Jit Singh to the position. Mr. Singh resigned in January 2023, and the position is now held by Mr. Koonin. The Lead Independent Director is expected to review and advise on Board meeting schedules, agendas and materials, act as liaison between independent director.Directors and members of management, preside over executive sessions of independent Directors, consult with stockholders as requested, facilitate discussions and feedback to Mr. McMahon, our Executive Chairman, and Mr. Khan, our Chief Executive Officer, and other members of management and assist in assuring compliance with the Company’s corporate governance guidelines.

NYSE Listing Standards.Certain provisions of the corporate governance rules of the NYSE are not applicable to “controlled companies.” “Controlled companies” under those rules are companies of which more than 50 percent of the voting power is held by an individual, a group or another company. The Company currently is a “controlled company” under this definition by virtue of the beneficial ownership by Mr. McMahon of approximately 37.1%38.6% of the Company’s outstanding equity and approximately 80.3%81% of the combined voting power of our Common Stock. As a “controlled company,” the Company is exempt from the NYSE listing standards of having a majority of independent directors and independent compensation & human capital and governance & nominating committees. However, theThe Company currently does not availavailed itself of these “controlled company” exemptions.

exemptions from January 6, 2023 until January 31, 2023.

Board Structure and Risk Management.Mr. McMahon serves as both our Chairman and Chief Executive Officer. The Board believes that the unique blend of creativity, entrepreneurship and management skills required to act as Chief Executive Officer at the Company would make filling this position extremely difficult. As a practical matter, Mr. McMahon’s combined role as Chairman and Chief Executive Officer reflects the larger reality that as the owner of a majority of the Company���s voting power, management of the Company is within his ultimate control. This notwithstanding, the Board recognizes the critical role it plays in risk oversight and believes that it works well with managementneed to understand and give clear guidance on matters that it considers to pose possible risks to the Company, such as the strategic alternatives initiative described in the Introductory Note of this Proxy Statement, entering into new business ventures, cybersecurity and other matters disclosed as risk factors in the Company’s Annual Report on Form 10-K. In addition, as described elsewhere in this proxy, certain committees of the Board have primary oversight responsibility for specific risk factors. Examples include (i) Audit Committee oversight of, among other things, SEC filings, internal and external audit functions and related party transactions; (ii) Compensation & Human Capital Committee oversight of compensation matters for senior executives, including mitigating instances where compensation could be tied to excessive risk taking by management; and (iii) Governance & Nominating Committee oversight of corporate governance and the recommendation of a slate of nominees for Director and Committee memberships. TheAlthough, as mentioned in the Introductory Note of this Proxy Statement, there have been significant changes to the composition of the Board, Committees and management that were not initiated by the Board at the time, the current Board believes that the administration of its risk oversight function has not been negatively affected by the Board’s current leadership structure, and the Board believes it appropriately addresseswill continue to be able to address risk factors facing the Company.

Company appropriately.

Executive Sessions.Under our Corporate Governance Guidelines, the non-management/independent members of the Board meet at least quarterly in executive sessions (i.e., without the presence of management). In practice, most Board and Committee meetings include an executive session. During 2022, the independent directors and a special committee of the independent Directors were very active, holding many meetings. Executive sessions are presided over by the chair of the appropriate Committee hosting the executive session or, if an executive session of all independent Directors, by the principal item to be considered is within a Committee’s scope and, if not, such chairs alternate executive sessions.Lead Independent Director.

Communications with Directors.Directors. Interested parties who wish to communicate with a member or members of the Board of Directors, including Committee chairs and the non-management/independent Directors as a group, may do so by addressing their correspondence to such members or group c/o WWE, 1241 East Main Street, Stamford, CT 06902, Attention: Corporate Secretary, and all such communications, which are not solicitations, bulk mail or communications unrelated to Company issues, will be duly forwarded.

Corporate Governance Guidelines.Our Corporate Governance Guidelines are posted on our corporate website (corporate.wwe.com).

Code of Business Conduct.We have adopted a Code of Business Conduct (the “Code”) which applies to all of our Directors, officers and employees, including our Executive Chairman and our Chief Executive Officer and senior financial and accounting officers. Our Code requires, among other things, that all of our Directors, officers and employees comply with all laws, avoid conflicts of interest, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. In addition, our Code imposes obligations on all of our Directors, officers and employees to maintain books, records, accounts and financial statements that are accurate and comply with applicable laws and with our internal controls. A copy of our Code is posted on our corporate website (corporate.wwe.com). We also plan to disclose any amendments to, and waivers from, the Code on this website.

Audit Committee.We have an Audit Committee meeting the definition of “audit committee” under Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee consists of its Chair, Mr. Speed,Messrs. Barrios (Chair) and Messrs. GoldfarbPamon and Singh.Ms. McKenna. Each of these members satisfies the independence requirements of applicable NYSE and SEC rules relating to independence generally and to audit committees specifically, and is financially literate with a working familiarity with basic finance and accounting practices within the meaning of the listing standards of the NYSE. Mr. Speed has accounting and related financial management expertiseNYSE and is qualified as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC. Pursuant to the charter of our Audit Committee, no Audit Committee member may simultaneously serve on the audit committee of more than three public companies.

During portions of 2022 and early 2023, additional Audit Committee members, each of whom was independent and financially literate, included Ignace Lahoud and Jeffrey R. Speed (each of whom qualified as an audit committee financial expert), Alan Wexler and Mr. Koonin. Messrs. Lahoud, Speed and Wexler are no longer Directors.

The primary purpose of our Audit Committee is to provide assistance to the Board in fulfilling its responsibilities to our stockholders and the investment community relating to our corporate accounting and reporting practices and the quality and integrity of our financial reports. The Audit Committee’s charter is posted on our corporate website (corporate.wwe.com). The Audit Committee charter states that the Committee will, among other things, fulfill the following obligations: