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Breaking news: Vince McMahon reinstated to the WWE Board of Directors

Aaron Rift

As previously noted, a press release was issued regarding Vince McMahon’s plans to make a WWE return. In an update, a new filing was issued to reinstate Vince to WWE’s board of directors. Brandon Thurston of Wrestlenomics.com noted the following…

“A new filing says effective immediately Vince puts himself, Michelle Wilson, and George Barrios on the board and removes independent directors Alan Wexler, JoEllen Lyons Dillon, and Jeffrey Speed. The filing shows Vince making changes to WWE’s bylaws so media rights deals and any company sales can’t be made with his approval. The filing includes his letters to the board as exhibits.”

Here is the excerpt from the filing…

REMOVAL OF MEMBERS OF THE BOARD OF DIRECTORS

WHEREAS, under Delaware law, the power to remove any director resides in the stockholders entitled to vote for the election of such director, and Article VI of the Charter and Article II, Section 2.12 of the Bylaws provide in relevant part that any director may be removed, with or without cause, by the stockholders entitled to vote for the election of such director.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, each of the following individuals be, and hereby is, removed, without cause, from the Board of Directors of the Corporation (the “Board of Directors”) (the “Removal Resolution”):

JoEllen Lyons Dillon
Jeffrey R. Speed
Alan M. Wexler

FILLING OF VACANCIES ON THE BOARD OF DIRECTORS

WHEREAS, under Delaware law the power to fill director vacancies resides inherently in the stockholders, Article VI of the Charter grants the Board exclusive authority to fill newly created directorships but does not grant the Board exclusive authority to fill other vacant directorships, and Article II, Section 2.12 of the Bylaws provides in relevant part that any vacancy in the Board caused by the removal of a director by the stockholders may be filled by the stockholders entitled to vote for the election of the director so removed.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, each of the following individuals be, and hereby is, elected to fill a vacancy on the Board of Directors caused by the Removal Resolution:

George Barrios
Vincent K. McMahon
Michelle Wilson

The above resolutions and actions taken by this Consent shall have the same force and effect as if taken at a meeting of the stockholders of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon duly called and constituted pursuant to the Bylaws and the laws of the State of Delaware. This consent may be executed in two or more counterparts, each of which shall be deemed an original and together constitute one and the same consent.