WORLD WRESTLING ENTERTAINMENT, INC.
ACTION BY CONSENT OF STOCKHOLDER IN LIEU OF MEETING
JANUARY 5, 2023
The undersigned stockholder (the “Stockholder“) of World Wrestling Entertainment, Inc. (the “Corporation“), a Delaware corporation, being the holder of record of outstanding shares of capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take the following actions at a meeting of stockholders of the Corporation at which all shares entitled to vote thereon were present and voted, hereby consents to the adoption of, and hereby adopts, the following resolutions and does hereby take the following actions by consent without a meeting, without prior notice and without a vote, pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “DGCL“), and hereby directs that this consent (this “Consent“) be filed with the minutes of the proceedings of the Corporation:
WHEREAS, Section 228 of the DGCL provides that stockholders of the Corporation may act by a consent or consents in lieu of a meeting if such stockholder or stockholders hold the number of shares representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted; and
AMENDMENT AND RESTATEMENT OF THE BYLAWS
WHEREAS, under Delaware law and pursuant to Section 9.01(ii) of the Amended and Restated By-Laws of the Corporation (as amended, the “Bylaws“), the stockholders entitled to vote are empowered to adopt, amend or repeal the Bylaws, and the Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “Charter“) contains no restrictions on the power of the Corporation’s stockholders to amend the Bylaws.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective immediately, the Bylaws be, and hereby are, amended and restated in their entirety in the form attached hereto as Exhibit A, with a redline comparison to the prior form of the Bylaws attached hereto as Exhibit B.
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.
IN WITNESS WHEREOF, the undersigned Stockholder has executed this Consent as of the date first written above.
STOCKHOLDER
/s/ Vincent K. McMahon
Vincent K. McMahon
About Author
