SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
i World Wrestling Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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| i Delaware | |
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| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation) |
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| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: i (203) i 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.):
| i ☐ | 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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| i ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| i Class A Common Stock, par value $0.01 per share | i WWE |
i New York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company ad 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 i ☐
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 8.01. Other Events.
On
March 24, 2020, Vincent K. McMahon (
“Mr. McMahon”), Chairman and Chief Executive Officer of World Wrestling Entertainment, Inc. (the
“Company”), entered into a variable prepaid forward
contract with an unaffiliated
bank (the
“Bank”) covering approximately 3.5 million shares of
the Company’s Class B common stock. The variable prepaid forward
contract is scheduled to settle on specified dates in March 2024, at which time the actual number of shares of the
Company’s Class A common stock to be delivered by Mr. McMahon will be determined based on the price of
the Company’s Class A common stock on such dates, with the aggregate number not to exceed approximately 3.5 million shares, which is the number of
shares of Class B common stock pledged by Mr. McMahon to secure his obligations under the
contract. Subject to certain conditions, Mr. McMahon can also elect to settle the variable prepaid forward
contract in cash and thereby retain full ownership
of the pledged shares.
Mr. McMahon entered into the variable prepaid forward
contract to provide current liquidity while allowing him to maintain voting and ordinary dividend
rights in the stock, as well as the ability to participate in future stock price appreciation, during the term of the
contract and thereafter if Mr. McMahon settles the variable prepaid forward
contract in cash.
The shares covered by the variable prepaid forward
contract represent approximately 4.5% of
the Company’s total outstanding shares of Class A and Class B common stock. The variable prepaid forward
contract does not
apply to the approximately 25,198,344 other shares of Class B common stock beneficially owned by Mr. McMahon. Those shares represent approximately
70.5% of
the Company’s total voting power. The variable
prepaid forward
contract contains a 60-day lock-up restricting Mr. McMahon’s ability to sell or transfer additional shares of the Company’s common stock
during such period without the Bank’s prior approval. Mr. McMahon has informed us that he intends to continue in his capacity as the Company’s Chairman and Chief Executive Officer
for the foreseeable future.
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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By:
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Chief Accounting Officer and
Senior Vice President, Controller
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Dated: March 24, 2020
