On January 6, 2023, the Company announced that Ignace Lahoud and Man Jit Singh resigned from the Board, effective January 6, 2023. Prior to their resignations, Mr. Lahoud served as a member of the Company’s Audit Committee (the “Audit Committee”) and Mr. Singh served as the lead independent director, Chair of the Company’s Compensation & Human Capital Committee (the “Compensation & Human Capital Committee”) and a member of the Company’s Governance & Nominating Committee (the “Governance & Nominating Committee”). While Messrs. Lahoud and Singh agreed with the Board’s decision to explore the Company’s strategic alternatives, they did not agree with Mr. McMahon’s return at this time.
On January 9, 2023, the Board elected Mr. McMahon as Executive Chairman of the Board (as a result of which Ms. McMahon ceased to be Chairwoman of the Board). In addition, on January 9, 2023, Steve Koonin and Michelle McKenna were appointed by the Board to each of the Audit Committee and the Governance & Nominating Committee and Steve Pamon and Ms. McKenna were appointed by the Board to the Compensation & Human Capital Committee. Accordingly, as of January 9, 2023, each of the Audit Committee, Compensation & Human Capital Committee and Governance & Nominating Committee is composed of Messrs. Pamon and Koonin and Ms. McKenna.
On January 10, 2023, Ms. McMahon informed the Company that she has resigned from her role as Co-CEO and as a member of the Board. 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.
Following the changes to the composition to the Board described above, the Board ceased to be comprised of a majority of independent directors and the Company has elected to avail itself of the “controlled company” exemption from the listing requirement under the rules of the New York Stock Exchange that a majority of the board of directors consists of independent directors. The Company currently anticipates that the Board will be comprised of a majority of independent directors, and therefore the Company will cease to rely on this exemption, as of January 30, 2023.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
The amendments set forth in the Amended and Restated By-Laws, among other changes:
| | • | | require the 2023 annual meeting of stockholders to be held on a date between April 20 and May 31, 2023 and the 2024 annual meeting of stockholders to be held within 13 months of the date of the 2023 annual meeting; |
| | • | | change the advance notice bylaws for stockholder proposals and stockholder director nominations for the annual meeting such that (i) the advance notice deadline is reset if the date of an annual meeting is more than 30 days earlier than the first anniversary of the previous year’s annual meeting (rather than if the annual meeting is more than 15 days earlier than such anniversary) and (ii) if so reset, the notice of a stockholder will be timely if received no later than the close of business on the later of 30 days before the date of such annual meeting and the tenth business day following the date on which public announcement of the date of such meeting is first made (rather than the fifth business day following such date); |
| | • | | change the advance notice bylaws for stockholder director nominations for a special meeting such that notice of a stockholder will be timely if received no later than the close of business on the tenth business day following the date on which public announcement of the date of such meeting is first made (rather than the fifth business day following such date); |
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