Form 8-K Annual Meeting 2019

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): April 18, 2019



World Wrestling Entertainment, Inc.

(Exact name of registrant as specified in its charter)





 

 

 

 

Delaware

 

001-16131

 

04-2693383

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 



 

 



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.):





 

 



 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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 April 18, 2019 (the “Annual Meeting”).  Of the 386,773,792 votes in respect of shares outstanding and entitled to vote at the Annual Meeting, 384,434,329 votes were represented at the meeting, or approximately a 99.40% 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 thirteen individuals to the Board of Directors to serve as directors until the Annual Meeting of Stockholders in 2020 and until their successors have been duly elected and qualified.





 

 

 

 

 



 

For

 

 

Withheld

 

Broker

Non-Votes



 

 

 

 

 

Vincent K. McMahon

378,303,914

 

589,314

 

5,541,101

George A. Barrios

375,790,430

 

3,102,798

 

5,541,101

Michelle D. Wilson

377,397,314

 

1,495,914

 

5,541,101

Stephanie McMahon

377,558,613

 

1,334,615

 

5,541,101

Paul Levesque

377,399,338

 

1,493,890

 

5,541,101

Stuart U. Goldfarb

377,782,130

 

1,111,098

 

5,541,101

Patricia A. Gottesman

377,535,305

 

1,357,923

 

5,541,101

Laureen Ong

377,785,322

 

1,107,906

 

5,541,101

Robyn W. Peterson

377,786,400

 

1,106,828

 

5,541,101

Frank A. Riddick, III

378,672,671

 

220,557

 

5,541,101

Man Jit Singh

378,772,340

 

120,888

 

5,541,101

Jeffrey R. Speed

378,675,785

 

217,443

 

5,541,101

Alan M. Wexler

378,772,777

 

120,451

 

5,541,101





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, 2019.  There were 384,076,526 votes for the ratification of the appointment, 316,089 votes against the ratification of the appointment, and 41,714 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. 





 

 

 

For

Against

Abstentions

Broker Non Votes



 

 

 

377,892,357

954,734

46,137

5,541,101



 


 



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.







 

 

 

 

 

 



 

 

 

WORLD WRESTLING ENTERTAINMENT, INC.

 



 

 

 

 

 

 



Dated:

 April 18, 2019

 

By:

/s/ JAMES W. LANGHAM

 



 

 

 

 

James W. Langham

 



 

 

 

 

SVP, Deputy General Counsel and

Assistant Secretary