UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2022
World Wrestling Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-16131 | | 04-2693383 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification No.) |
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1241 East Main Street, Stamford, CT | | 06902 |
(Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (203) 352-8600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share | WWE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07Submission of Matters to a Vote of Security Holders.
(a) and (b) World Wrestling Entertainment, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 19, 2022 (the “Annual Meeting”). Of the 354,318,706 votes in respect of shares outstanding and entitled to vote at the Annual Meeting, 350,051,041 votes were represented at the meeting, or approximately a 98.8% quorum. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:
Proposal 1 – Election of Directors
Elected the following twelve individuals to the Board of Directors to serve as directors until the Annual Meeting of Stockholders in 2023 and until their successors have been duly elected and qualified.
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For |
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Withheld |
| Broker Non-Votes |
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Vincent K. McMahon | 346,207,174 |
| 767,254 |
| 3,076,613 |
Nick Khan | 345,647,023 |
| 1,327,405 |
| 3,076,613 |
Stephanie McMahon Levesque | 345,894,194 |
| 1,080,234 |
| 3,076,613 |
Paul Levesque | 345,649,848 |
| 1,324,580 |
| 3,076,613 |
Steve Koonin | 346,536,621 |
| 437,807 |
| 3,076,613 |
Ignace Lahoud | 346,773,650 |
| 200,778 |
| 3,076,613 |
Erika Nardini | 346,549,194 |
| 425,234 |
| 3,076,613 |
Steve Pamon | 344,580,893 |
| 2,393,535 |
| 3,076,613 |
Connor Schell | 346,536,359 |
| 438,069 |
| 3,076,613 |
Man Jit Singh | 346,212,673 |
| 761,755 |
| 3,076,613 |
Jeffrey R. Speed | 342,474,868 |
| 4,499,560 |
| 3,076,613 |
Alan M. Wexler | 346,090,032 |
| 884,396 |
| 3,076,613 |
Proposal 2 – Ratification of Appointment of Independent Auditors
Ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022. There were 346,807,926 votes for the ratification of the appointment, 3,183,507 votes against the ratification of the appointment, and 59,608 abstentions.
Proposal 3 – Advisory Vote on Executive Compensation
In an advisory vote, approved the compensation paid to the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
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For | Against | Abstentions | Broker Non Votes |
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332,737,728 | 3,776,575 | 10,460,125 | 3,076,613 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| WORLD WRESTLING ENTERTAINMENT, INC. |
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| Dated: | May 20, 2022 |
| By: | /s/ JAMES W. LANGHAM |
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| James W. Langham |
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| SVP, Deputy General Counsel and Assistant Secretary |
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