SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
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Soliciting Material Under Rule
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Definitive Proxy
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Definitive Additional
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World Wrestling Entertainment, Inc. |
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(Name of Registrant as
Specified In Its Charter) |
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1241 East Main
Street
Stamford, Connecticut 06902
Dear WWE Stockholder: |
March 12, 2015 |
You are cordially invited to
attend WWEs 2015 Annual Meeting of Stockholders. The meeting will be held on
April 23, 2015, at Hilton Stamford Hotel, One First Stamford Place, Stamford, CT
06902 beginning at 10:00 a.m. Eastern Time. Details of the business to be
conducted at this years Annual Meeting are described in the attached Notice of
Annual Meeting of Stockholders and Proxy Statement.
As a stockholder, you are
being asked to vote on important matters. Whether or not you plan to attend the
Annual Meeting of Stockholders, your vote is important. We therefore encourage
you to vote. After reading the attached Notice of Annual Meeting of Stockholders
and Proxy Statement, please promptly submit your proxy. We also invite you to utilize the convenience of
Internet voting at the website indicated on the enclosed proxy
card. Alternatively, you can vote
by telephone or complete, sign, date and promptly return via mail the enclosed
proxy card. If you attend the meeting and wish to vote in person, you will have
the opportunity to do so, even if you have already voted.
On behalf of the WWE Board of
Directors, I greatly appreciate your continued support.
Sincerely, |
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Vincent K.
McMahon Chairman and
Chief Executive Officer |
PLEASE NOTE THAT THIS
WILL BE A BUSINESS MEETING ONLY AND NOT AN ENTERTAINMENT EVENT. The meeting will
be limited to stockholders (or their authorized representatives) having evidence
of their stock ownership. If you plan to attend the Annual Meeting in person,
you will need to obtain an admission ticket in advance by providing proof of
your ownership, such as a bank or brokerage account statement or copy of your
stock certificate, to WWE, 1241 E. Main Street, Stamford, CT 06902, Attention:
Corporate Secretary. If you do not obtain an admission ticket, you must show
proof of your ownership at the registration tables at the door. Registration
will begin at 9:00 a.m. and seating will begin at 9:30 a.m. Each stockholder may
be asked to present valid government-issued photo identification, such as a
drivers license or passport, to enter the meeting. These procedures may require
additional time, so please plan accordingly. Cameras, recording devices and
other electronic devices will not be permitted, and cell phones may not be used
for these purposes. The Annual Meeting will start promptly at 10:00 a.m. Eastern
Time. To avoid disruption, admission may be limited once the meeting
begins.
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
The Annual Meeting (the
Annual Meeting) of Stockholders of World Wrestling Entertainment, Inc., a
Delaware corporation (WWE or the Company), will be held on April 23, 2015 at
Hilton Stamford Hotel, One First Stamford Place, Stamford, CT 06902 at 10:00
a.m. Eastern Time. The purpose of the Annual Meeting, as described in the
attached Proxy Statement is as follows:
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To elect ten
Directors to serve until the Companys next Annual Meeting and until their
successors are elected and qualified; |
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To ratify the
selection of Deloitte & Touche LLP as our independent registered
public accounting firm for the year ending December 31, 2015; |
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To hold an advisory
vote to approve executive compensation; and |
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To transact such
other business as may properly come before the Annual
Meeting. |
The close of business on
February 27, 2015 is the record date for determining stockholders entitled to
notice of and to vote at our Annual Meeting and at any adjournment or
postponement of the meeting.
Whether or not you plan to
attend the Annual Meeting in person, your vote is important. We therefore urge
you to vote by Internet, phone or mail by following the instructions set forth
herein.
By
the Order of the Board of Directors, |
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Vincent K.
McMahon Chairman and
Chief Executive Officer |
Stamford, Connecticut
March
12, 2015
PROXY STATEMENT
Annual
Meeting of Stockholders
Thursday, April 23, 2015
The enclosed proxy is
solicited on behalf of WWEs Board of Directors in connection with our Annual
Meeting of Stockholders (the Annual Meeting) to be held on Thursday, April 23,
2015, at 10:00 a.m. Eastern Time or any adjournment or postponement of this
meeting. The Annual Meeting will be held at Hilton Stamford Hotel, One First
Stamford Place, Stamford, CT 06902. Pursuant to rules adopted by the Securities
and Exchange Commission (SEC), the Company has elected to provide electronic
access to its proxy materials over the Internet. Accordingly, the Company is
sending a Notice of Internet Availability of Proxy Materials (the Notice) to
the Companys record and beneficial stockholders. All stockholders will have the
ability to access the proxy materials on the website referred to in the Notice
or to request a printed set of the proxy materials. Instructions on how to
access the proxy materials over the Internet or to request a printed copy may be
found in the Notice. In addition, stockholders may request to receive proxy
materials electronically by email on an ongoing basis. The Company encourages
you to take advantage of the availability of the proxy materials on the Internet
in order to help reduce the costs and environmental impact of printing proxy
materials. We intend to mail the Notice on or about March 12, 2015, to each
stockholder entitled to vote at our Annual Meeting.
We will pay all costs of this
proxy solicitation. Directors or officers, or other WWE employees, may also
solicit proxies in person or by mail, telephone or fax.
Only holders of record of our
Class A common stock and Class B common stock at the close of business on
February 27, 2015 (the record date), will be entitled to notice of and to vote
at our Annual Meeting. At the close of business on the record date, 33,232,110
shares of Class A common stock and 42,298,437 shares of Class B common stock
were outstanding and entitled to vote, with each Class A share entitled to one
vote on all matters and each Class B share entitled to ten votes. We sometimes
refer to Class A common stock and Class B common stock together as Common
Stock.
A majority of the collective voting power represented by our Common
Stock, present in person or represented by proxy, constitutes a quorum for the
transaction of business at the Annual Meeting. Election of nominees to the Board
is decided by plurality vote. The affirmative vote of a majority of the shares
present and entitled to vote at the meeting is required to approve proposals 2
and 3. Proposal 3 is an advisory vote only and as discussed in more detail
below, the voting result is not binding on us. Under New York Stock Exchange
(NYSE) rules, if your broker holds your shares in its name as a nominee, and
does not receive voting instructions from you, the broker is permitted to vote
your shares only on the ratification of the appointment of the independent
registered public accounting firm (Proposal 2). When a broker does not receive
voting instructions and either declines to exercise discretionary voting or is
barred from doing so under NYSE rules, the missing votes are referred to as
broker non-votes. Other unvoted shares in returned proxies will be voted in
accordance with the Board recommendations set forth in this proxy statement.
Both abstentions and broker non-votes in returned proxies will be counted for
purposes of determining the presence or absence of a quorum at the meeting.
Broker non-votes are not, however, considered present and entitled to vote and
will have no effect on the voting results for any of the proposals. An
abstention in a returned proxy on either of proposals 2 or 3 identified above
will have the effect of a vote against that proposal. The Board of Directors recommends that you vote
FOR the election of each of the nominees for Director, FOR the ratification of
our independent registered public accounting firm, and FOR the advisory approval
of our executive compensation.
If you vote via any of the
following methods, you have the power to revoke your vote before the Annual
Meeting or at the Annual Meeting. You may revoke a proxy by mailing us a letter
that is received by us no later than Wednesday, April 22, 2015 that states that
the proxy is revoked, and by timely executing and delivering, by mail, Internet
or telephone, a later-dated proxy or by attending our Annual Meeting and voting
in person. While the Company
does not plan to disseminate information concerning your vote, proxies given by
stockholders of record will not be confidential. The voting instructions of
beneficial owners will only be available to the beneficial owners nominee and
will not be disclosed to us unless required by law or requested by you. If you
are a stockholder of record and write comments on your proxy card, your comments
will be provided to us.
Vote by
Internet:
The Company strongly prefers
that you utilize our convenient Internet voting system which you can access and
use whether you live in the United States or elsewhere. The website for Internet
voting is printed on both the Notice and the proxy card. Internet voting is
available 24 hours a day until 11:59 P.M. on April 22, 2015. You will be given
the opportunity to confirm that your instructions have been properly recorded.
While at the site, you will be
able to enroll in our electronic delivery program, which will ensure that you
will receive future mailings relating to annual meetings as quickly as possible
and will help us to save costs. If you vote via the Internet, please do NOT
return your proxy card.
Vote by
Telephone:
You can also vote your shares
by calling the toll-free number printed on your proxy card. Telephone voting is
available 24 hours a day until 11:59 P.M. on April 22, 2015. The voice prompts
allow you to vote your shares and confirm that your instructions have been
properly recorded. If you vote by
telephone, please do NOT return your proxy card.
Vote by
Mail:
If you choose to vote by mail,
please mark your proxy, date and sign it, and return it in the postage-paid
envelope provided.
2
PROPOSAL 1ELECTION OF
DIRECTORS
Stockholders will elect ten
Directors at our Annual Meeting, each to serve until the next Annual Meeting of
Stockholders and until a successor shall have been chosen and qualified. We
intend to vote the shares of Common Stock represented by a proxy in favor of the
nominees listed below, unless otherwise instructed in the proxy. Each nominee is
currently a Director. We believe all nominees will be willing and able to serve
on our Board. In the unlikely event that a nominee is unable or declines to
serve, we will vote the shares represented by a proxy for the remaining nominees
and, if there is one, for an alternate person duly nominated by our Board of
Directors.
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Current Position |
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Committee |
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Committee After Annual |
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Director |
Director/Nominee |
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Age |
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with
Company |
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(current)(1) |
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Meeting |
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Since |
Vincent K. McMahon |
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69 |
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Chairman of |
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Executive |
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Executive (Chair) |
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1980 |
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the Board and |
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(Chair) |
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Chief Executive |
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Officer |
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Stephanie McMahon |
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38 |
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Chief Brand |
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Executive |
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Executive |
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2015 |
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Officer |
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Paul Levesque |
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45 |
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EVP, Talent, |
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Executive |
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Executive |
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2015 |
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Live Events & |
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Creative |
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Stuart U. Goldfarb(2) |
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60 |
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Audit |
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Audit; Governance & |
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2011 |
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Nominating |
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Patricia A. Gottesman(2) |
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56 |
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Compensation |
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Governance & |
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2011 |
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Nominating (Chair) |
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Laureen Ong(2) |
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62 |
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Compensation |
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2014 |
Joseph H. Perkins(2) |
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79 |
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Governance & |
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Governance & |
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1999 |
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Nominating; |
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Nominating |
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Compensation |
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Robyn W. Peterson(2) |
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39 |
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2015 |
Frank A. Riddick, III(2) |
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58 |
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Audit (Chair); |
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Compensation |
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2008 |
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Governance & |
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(Chair); Audit |
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Nominating |
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Jeffrey R. Speed(2) |
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52 |
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Governance |
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Audit (Chair); |
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2008 |
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& Nominating |
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Compensation |
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(Chair); Audit |
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____________________
(1) |
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David Kenin, who is
not a current nominee, is retiring from the Board after having served
since the Company went public in 1999. Mr. Kenin will continue to serve on
the Board and as Chair of the Compensation Committee until the Annual
Meeting. |
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(2) |
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Independent
Director. |
Vincent K.
McMahon, co-founder of our
Company, is Chairman of the Board of Directors and Chief Executive Officer and
Chair of the Executive Committee.
Stephanie McMahon
has served as our Chief Brand
Officer since November 2013. Prior to that, she was Executive Vice President,
Creative, from May 2007; our Senior Vice President, Creative Writing, from June
2005 to May 2007; and before that, Vice President, Creative Writing. Ms. McMahon
started with the Company in 1998. Ms. McMahon writes, produces and directs for
our television programming and performs as an on-air personality. She has
overseen multiple business areas for the Company including its Creative, Talent
3
Relations, Talent Brand
Management, Live Events, Digital, Social and Mobile businesses. Ms. McMahon is
the wife of Paul Levesque and the daughter of Vincent McMahon. Ms. McMahon is a
member of the Executive Committee and has been a Director of the Company since
February 2015.
Paul
Levesque has been our Executive
Vice President, Talent, Live Events & Creative since August 2011. In this
role, he oversees our talent relations and talent development departments,
including worldwide recruitment and training of the WWE Superstars and Divas.
Mr. Levesque developed and oversees the Companys state of the art training
facility which opened in 2013 in Orlando, Florida. He also supervises the
Companys live event operations. In addition to his executive duties, Mr.
Levesque has continually had an integral role in the Companys creative process,
helping shape the creative direction and storylines of WWEs programming. Mr.
Levesque debuted as a WWE Superstar in 1995 and has captured every major
championship, headlined thousands of WWE events, and entertained millions around
the world. He is the national spokesperson for Muscular Dystrophys Make a
Muscle, Make a Difference campaign. Mr. Levesque has had starring roles in
commercials, television programs, talk shows and feature-length films. He is
author of Make the Game: Triple Hs Approach to a Better Body. Mr. Levesque is
the husband of Stephanie McMahon and the son-in-law of Vincent McMahon. Mr.
Levesque is a member of the Executive Committee and has been a Director of the
Company since February 2015.
Stuart U.
Goldfarb is a member of our Audit
Committee and, following his re-election at the Annual Meeting, will also be a
member of our Governance & Nominating Committee. Since January 2014, Mr.
Goldfarb has been Co-founder and Partner of Melo7 Tech Partners, LLC, which was
founded by Carmelo Anthony and Mr. Goldfarb to invest in and develop
opportunities primarily in early stage digital media, consumer internet and
technology ventures. Prior to this, from January 2012, Mr. Goldfarb was
President of Fullbridge, Inc., a provider of an accelerated, rigorous business
education program. From June 2011 until January 2012, Mr. Goldfarb was President
and Chief Executive Officer of Atrinsic, Inc., a marketer of direct-to-consumer
subscription products and an Internet search marketing agency. Mr. Goldfarb has
served as a director of Atrinsic since January 2010. In June 2012, Atrinsic
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of New York. The filing
was precipitated by Atrinsics cessation of certain businesses and its inability
to raise financing. From November 2009 to June 2011, Mr. Goldfarb was a Partner
in Unbound Partners LLC, a marketing and management consulting firm. From 2001
to 2009, Mr. Goldfarb was President and Chief Executive Officer of Direct
Brands, Inc. Under his leadership, the company grew to be the worlds largest
direct marketer of music, DVDs and books, with household brands such as Columbia
House, BMG Music, Doubleday Book Club, Book-of-the-Month-Club and cdnow.com.
Prior to that, Mr. Goldfarb was President and Chief Executive Officer of
bol.com, Bertelsmanns premier online retailer of books and music, doing
business in 18 European and Asian countries. Before joining Bertelsmann, he was
Vice Chairman of Value Vision International, a cable TV home shopping and
e-commerce company. He was formerly Executive Vice President, Worldwide Business
Development at NBC.
Patricia A.
Gottesman is a member of our
Compensation Committee. Following her re-election at the Annual Meeting, she
will leave the Compensation Committee and will become Chair of our Governance
& Nominating Committee. From February 2011 until August 2012, Ms. Gottesman
was President and Chief Executive Officer of Crimson Hexagon, a social
intelligence company in the vanguard of online media monitoring and analysis.
From April 2008 to January 2011, she was founder and principal of Omnibus, an
international media and technology practice. Prior to that, Ms. Gottesman was
with Cablevision Systems Corporation for almost 30 years, most recently as
Executive Vice President, Digital Marketing and Commerce.
Laureen Ong
will be a member of our
Compensation Committee following her re-election at our Annual Meeting. She has
been a Director of the Company since June 2014. From April 2010 to October 2013,
Ms. Ong served as President, Travel Channel LLC, a subsidiary of Scripps
Networks Interactive, Inc. that operates a television network focusing on travel
entertainment. From March 2007 to October 2009, she was Chief
4
Operating Officer of Star
Group Limited which produces, broadcasts and distributes television programming
via satellite in Asia. From April 2000 to April 2007, Ms. Ong was President of
National Geographic Television, during which time she was the chief architect of
the launch of its cable television network. Prior thereto, she was a senior
executive in several sports and media companies.
Joseph H.
Perkins is a member of our
Compensation and Governance & Nominating Committees. Following his
re-election at the Annual Meeting, he will leave the Compensation Committee but
will remain a member of the Governance & Nominating Committee. He was a
pioneer in the television syndication of our industry starting more than 50
years ago. Mr. Perkins was President of Communications Consultants, Inc., a
provider of television syndication consulting services.
Robyn W. Peterson
has been a Director of the
Company since February 2015. Since May 2011, Mr. Peterson has been Chief
Technology Officer for Mashable Inc., a leading source of news information and
resources for the connected generation. From January 2011 to March 2011, Mr.
Peterson was Vice President of Product, News and Info for AOL, responsible for
product strategy and development of the news, finance and sports sites until
AOLs acquisition of the Huffington Post. From March 2010 to January 2011, Mr.
Peterson was Product Director for Next Issue Media LLC, a company formed by five
major U.S. publishers to develop, market and deliver interactive digital
editions of magazines. Prior thereto, from November 2008, Mr. Peterson was Vice
President, Technology and Product for NBC Universal, Inc. Mr. Peterson was
previously involved in other digital companies since 1998.
Frank A. Riddick,
III is Chair of our Audit
Committee and a member of our Governance & Nominating Committee. Following
his re-election at the Annual Meeting, Mr. Riddick will be Chair of our
Compensation Committee and a member of the Audit Committee. Mr. Riddick has been
Chief Executive Officer of Shale-Inland Group LLC, a leading supplier of pipe,
valves and related products (Shale-Inland) since September 2013, and prior
thereto was Chairman and then Executive Chairman of Shale-Inland since March
2012. Mr. Riddick is also currently a member of the Management Advisory Board of
Tower Brook Capital Partners, L.P. (TowerBrook), a private equity firm. From
August 2009 until joining Shale-Inland, Mr. Riddick was Chief Executive Officer
of JMC Steel Group, the largest independent steel tubular manufacturer in North
America. Prior to that, he was a consultant to TowerBrook. Before joining
TowerBrook, he served as President and Chief Executive Officer of Formica
Corporation, a manufacturer of surfacing materials, from January 2002 to April
2008. He served as President and Chief
Operating Officer of Armstrong Holdings, Inc. from February 2000 to November
2001 and as Chief Financial Officer at Armstrong and its subsidiaries from 1995
to 2000. Mr. Riddick is a member of the board of directors, chairman of the
Audit Committee and a member of the Compensation Committee of Geeknet, Inc., the
owner and operator of ThinkGeek, an online retailer. Mr. Riddick is a former
director of GrafTech International Ltd, a manufacturer of graphite and carbon
products, as well as related technical services.
Jeffrey R.
Speed is Chair of our Governance
& Nominating Committee and a member of our Audit Committee. Following his
re-election at the Annual Meeting, he will be Chair of the Audit Committee and a
member of the Compensation Committee. He served as Executive Vice President and
Chief Financial Officer of Six Flags, Inc., the worlds largest regional theme
park operator, from April 2006 until October 2010. In June 2009, Six Flags, Inc.
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Delaware, and it emerged from
those proceedings in May 2010. Prior to joining Six Flags, Mr. Speed spent
approximately 13 years with The Walt Disney Company, serving from 2003 until
2006 as Senior Vice President and Chief Financial Officer of Euro Disney SAS,
the publicly-traded operator of the Disneyland Resort Paris, the number one
tourist destination in Europe. Prior to that, Mr. Speed spent approximately nine
years with the public accounting firm of Price Waterhouse (now
PriceWaterhouseCoopers).
5
Other Executive
Officers
Each of the following
executive officers will serve in such capacity until the next Annual Meeting of
Stockholders or until earlier termination or removal from office. No
understandings or arrangements exist between the officers and any other person
pursuant to which he or she was selected as an officer.
Name |
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Age |
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Position with
Company |
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With Company
Since |
George A. Barrios |
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49 |
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Chief Strategy & |
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2008 |
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Financial Officer |
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Michelle D. Wilson |
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49 |
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Chief Revenue & Marketing Officer |
|
2009 |
Kevin Dunn |
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54 |
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Executive Producer & Chief
Global |
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1984 |
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Television Producer |
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Casey Collins |
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42 |
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EVP,
Consumer Products |
|
2012 |
Michael J. Luisi |
|
49 |
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President, WWE Studios |
|
2011 |
Gerrit Meier |
|
44 |
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EVP,
International |
|
2013 |
Basil V. DeVito, Jr. |
|
60 |
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Sr. Advisor, Business
Strategy |
|
1985 |
George A.
Barrios has served as our Chief
Strategy & Financial Officer since November 2013, and Chief Financial
Officer since March 2008. Before that, Mr. Barrios was Vice President and
Treasurer of The New York Times Company since January 2007. Mr. Barrios joined
The New York Times Company in 2002 as Chief Financial Officer of a subsidiary
which published, among other things, The Boston Globe. Prior to that, he was
President and Chief Operating Officer of Netsilicon, Inc., a publicly-held
software development company, where he helped to stabilize the business prior to
its merger. From 1994 to 2000, Mr. Barrios served in several senior capacities
for Praxair, Inc., a large supplier of industrial gasses.
Michelle D.
Wilson has served as our Chief
Revenue & Marketing Officer since November 2013, and Chief Marketing Officer
since February 2009. Before that, Ms. Wilson was Chief Marketing Officer of the
United States Tennis Association since 2001. From 2000 to 2001, she was Vice
President of Marketing for the XFL, our former professional football league (the
XFL). Before that, Ms. Wilson held positions at the National Basketball
Association in its domestic and international consumer products groups.
Kevin Dunn has been Executive Producer & Chief Global
Television Production since July 2014 and, prior thereto Executive Producer
since November 2013, and Executive Vice President, Television Production, since
July 2003. Before that, Mr. Dunn served as our Executive Producer for 11
years.
Casey
Collins has served as our
Executive Vice President, Consumer Products since July 2012. Prior to joining
WWE, Mr. Collins was Executive Vice President, Global Licensing &
Entertainment at MGA Entertainment, where he oversaw the entertainment, consumer
products, retail development and promotions divisions. Before joining MGA
Entertainment, Mr. Collins spent 10 years at Lucasfilm Ltd. beginning March
2001, where he was responsible for the management of Lucasfilms domestic and
international licensing and retail merchandise programs.
Michael J.
Luisi has served as President,
WWE Studios since September 2011 and was previously our Executive Vice President
of Business Development, General Counsel and Secretary from January 2011 to
January 2013. Before that, Mr. Luisi was with Miramax Films, a film production
and distribution company which, until late 2010, was a subsidiary of The Walt
Disney Company (Miramax). At Miramax, Mr. Luisi was Executive Vice President,
Worldwide Operations, beginning October 2008. Before that, he was Executive Vice
President, Business Affairs and Operations, from January 2006. Mr. Luisi joined
Miramax in 1998.
Gerrit
Meier has served as our Executive
Vice President, International since March 2013. In this role, he is responsible
for our business outside of the United States where he focuses on growing WWEs
brand through expanding our television distribution agreements, WWEs
merchandising, live events, digital and publishing operations. He has been
actively involved in global media and entertainment for almost 20 years
6
and has helped content and
distribution companies grow within the context of rapidly changing consumer
behavior and a quickly evolving digital paradigm. Prior to joining WWE, Mr.
Meier was Global General Manager, Distribution and Partnerships, Spotify,
beginning October 2011, and Chief Operating Officer, Digital, for Clear Channel
Media & Entertainment from March 2005 until October 2011. Before that, Mr.
Meier held senior positions at EMI Music, BMG and Bertelsmann and worked for
Accentures Media and Entertainment Practice.
Basil V. DeVito,
Jr. has served as our Senior
Advisor, Business Strategies since 2003, in which role he has assisted in
obtaining placement for WWE television programming in North America. Prior to
that, he managed several WWE departments and served as our Chief Operating
Officer and as President of the XFL. Mr. DeVito has been with the Company in
various capacities over the past 25 years.
The Board and
Committees
Our Board has standing Audit,
Compensation and Governance & Nominating Committees. During the year ended
December 31, 2014, there were 8 meetings of the Board of Directors, 9 meetings
of the Audit Committee, 7 meetings of the Compensation Committee, and 7 meetings
of the Governance & Nominating Committee. Under our Corporate Governance
Guidelines, Directors are expected to prepare for and attend meetings of the
Board and committees on which they sit. Each Director attended more than 75% of
the aggregate number of meetings of the Board and committees on which he or she
served. Directors are also expected to attend the Companys Annual Meeting of
Stockholders, and all members attended last years meeting.
Independent
Directors. Each year our Board
conducts a review to determine which of our Directors qualify as independent.
Based on our most recent review, the seven members of our Board noted in the
table above (Stuart U. Goldfarb, Patricia A. Gottesman, Laureen Ong, Joseph H.
Perkins, Robyn W. Peterson, Frank A. Riddick, III and Jeffrey R. Speed)
qualified as independent under the NYSE and SEC regulations for Board members as
well as those regulations, as applicable, relating to their role on the Audit,
Compensation and/or Governance & Nominating Committee(s). These are the
standards we use to determine independence. None of these independent Directors
has any relationship with the Company other than their Director/Committee
memberships. Our Audit, Compensation and Governance & Nominating Committees
consist solely of independent Directors. The Company does not currently have a
lead independent director, although we may consider appointing one in the future
as noted below.
NYSE Listing Standards.
Certain provisions of the
corporate governance rules of the NYSE are not applicable to controlled
companies. Controlled companies under those rules are companies of which more
than 50 percent of the voting power is held by an individual, a group or another
company. The Company currently is a controlled company under this definition
by virtue of the beneficial ownership by Mr. McMahon of approximately 52% of the
Companys outstanding equity and control of approximately 73% of the combined
voting power of our Common Stock. As a controlled company, the Company is
exempt from the NYSE listing standards of having a majority of independent
directors and independent compensation and governance & nominating
committees. However, the Company currently does not avail itself of these
controlled company exemptions.
Board Structure and Risk
Management. Mr. McMahon serves as
both our Chairman and Chief Executive Officer. The Board believes that the
unique blend of creativity, entrepreneurship and management skills required to
act as Chief Executive Officer at the Company would make filling this position
extremely difficult. As a practical matter, Mr. McMahons combined role as
Chairman and Chief Executive Officer reflects the larger reality that as the
owner of a majority of the Companys voting stock, management of the Company is
within his ultimate control. This notwithstanding, the Board recognizes the very
important role it plays in risk oversight and believes that it works well with
management to understand and give clear guidance on matters that it considers to
pose possible risks to the Company such as entering into new business ventures
and other matters disclosed as risk factors in the Companys Annual Report on
Form 10-K. In addition, as
7
described elsewhere in this
proxy, certain committees of the Board have primary oversight responsibility for
specific risk factors. Examples include (i) Audit Committee oversight of, among
other things, SEC filings, internal and external audit functions and related
party transactions; (ii) Compensation Committee oversight of compensation
matters, including limiting instances where compensation could be tied to
excessive risk taking by management; and (iii) Governance & Nominating
Committee oversight of corporate governance and the recommendation of a slate of
nominees for Director and Committee memberships. The Board believes that the
administration of its risk oversight function has not been negatively affected
by the Boards current leadership structure, and the Board believes it
appropriately addresses risk factors facing the Company. As noted in last years
proxy statement, the Company engaged over the past year in a search for one or
two new independent Directors. The search resulted in the election of Laureen
Ong to the Board in July 2014, and Robyn Peterson in February 2015. In addition,
Stephanie McMahon and Paul Levesque were elected to the Board in February 2015.
All of these individuals are nominees for election to the Board by stockholders
at the Annual Meeting. In connection with this change in Board membership, the
Company has decided to rebalance the membership of the Board Committees as set
forth above. As the newly organized team of Directors settle into their roles,
they may consider appointing a lead independent Director.
Executive
Sessions. Under our Corporate
Governance Guidelines, the non-management/independent members of the Board meet
at least quarterly in executive sessions (i.e. without the presence of
management). In practice, most Board and Committee meetings include an executive
session. Executive sessions are presided over by the chair of the appropriate
Committee, if the principal item to be considered is within a Committees scope
and, if not, such chairs alternate executive sessions.
Communications with Directors. Interested parties who wish to communicate with a
member or members of the Board of Directors, including Committee chairs and the
non-management/independent Directors as a group, may do so by addressing their
correspondence to such members or group c/o WWE, 1241 East Main Street,
Stamford, CT 06902, Attention: Corporate Secretary, and all such communications,
which are not solicitations, bulk mail or communications unrelated to Company
issues, will be duly forwarded.
Corporate Governance
Guidelines. Our Corporate
Governance Guidelines are posted on our website
(corporate.wwe.com/governance/board.jsp).
Code of Business
Conduct. We have adopted a Code
of Business Conduct (the Code) which applies to all of our Directors, officers
and employees, including our Chairman and Chief Executive Officer and senior
financial and accounting officers. Our Code requires, among other things, that
all of our Directors, officers and employees comply with all laws, avoid
conflicts of interest, conduct business in an honest and ethical manner and
otherwise act with integrity and in the Companys best interest. In addition,
our Code imposes obligations on all of our Directors, officers and employees to
maintain books, records, accounts and financial statements that are accurate and
comply with applicable laws and with our internal controls. A copy of our Code
is posted on our website (corporate.wwe.com/governance/board.jsp). We also plan
to disclose any amendments to, and waivers from, the Code on this
website.
Audit Committee. We have an Audit Committee meeting the definition
of audit committee under Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the Exchange Act). Until the Annual Meeting, the Audit
Committee has consisted of its Chair, Mr. Riddick, and Messrs. Goldfarb and
Speed. After the Annual Meeting, the Committee shall have the same members, but
Mr. Speed will become Chair. Each of these members satisfies the independence
requirements of applicable NYSE and SEC rules relating to independence generally
and to audit committees specifically, and is financially literate, with a
working familiarity with basic finance and accounting practices within the
meaning of the listing standards of the NYSE. Messrs. Riddick and Speed have
accounting and related financial management expertise and are qualified as audit
committee financial experts within the meaning of the applicable rules and
regulations of
8
the SEC. Each of Messrs.
Riddick and Goldfarb serves on the audit committee of one other public company,
and Mr. Riddick is chair of the audit committee on which he serves. No Audit
Committee member may simultaneously serve on the audit committee of more than
three public companies.
The primary purpose of our
Audit Committee is to provide assistance to the Board in fulfilling its
responsibilities to our stockholders and the investment community relating to
our corporate accounting and reporting practices and the quality and integrity
of our financial reports. The Audit Committees charter is posted on our website
(corporate.wwe.com/governance/board.jsp). The Audit Committee charter states
that the Committee will, among other things, fulfill the following
obligations:
● |
Review and discuss with management
and the independent auditors our audited financial statements, quarterly
financial statements and all internal control reports (or summaries
thereof). |
● |
Review any other relevant reports
or financial information submitted by the Company to any governmental
body, or the public, including management certifications as required by
the Sarbanes-Oxley Act of 2002 (Sections 302 and 906) and relevant reports
rendered by the independent auditors (or summaries thereof). |
● |
Review with financial management
and the independent auditors each Quarterly Report on Form 10-Q and each
Annual Report on Form 10-K (including, without limitation, the Companys
specific disclosures under Managements Discussion and Analysis of
Financial Condition and Results of Operations) prior to its
filing. |
● |
Review and discuss earnings press
releases with management, including the type and presentation of
information, paying particular attention to any use of pro-forma,
adjusted or other information which is not required by generally
accepted accounting principles. |
● |
Review and discuss with management
financial information and earnings guidance provided to analysts and
rating agencies. Such discussions may be on general terms (i.e.,
discussion of the types of information to be disclosed and the type of
presentation to be made) and need not to be in advance of each earnings
release or earnings guidance. |
● |
Review the regular internal
reports (or summaries thereof) to management prepared by the internal
auditor(s) and managements response. |
● |
Recommend to the Board whether the
audited financial statements should be included in the Companys Annual
Report on Form 10-K. |
● |
Obtain from the outside auditors
assurance that the audit was conducted in a manner consistent with Section
10A of the Exchange Act, which sets forth certain procedures to be
followed in any audit of financial statements required under the Exchange
Act. |
● |
Have sole authority to appoint
(subject to stockholder ratification), compensate, retain and oversee the
work performed by the independent auditor engaged for the purpose of
preparing and issuing an audit report or performing other audit, review or
attest services for the Company. The Audit Committee has the ultimate
authority to approve all audit engagement fees and terms. The Audit
Committee has sole authority to review the performance of the independent
auditors and remove the independent auditors if circumstances warrant. The
independent auditors report directly to the Audit Committee and the Audit
Committee shall oversee the resolution of any disagreement between
management and the independent auditors in the event that any may
arise. |
● |
Review with the independent auditor (without
representatives of management when deemed necessary) reports or
communications (and managements and/or the internal audit departments
response thereto) submitted to the Audit Committee by the outside auditors
required by or referred to in Auditing Standard No. 16 and SEC Rule 2-07
of Regulation S-X; review any |
9
|
problems or difficulties with an
audit and managements response, including any restrictions on the scope
of the independent auditors activities or any access to requested
information, and any significant disagreements with management; and review
and hold timely discussions with the independent auditors. |
● |
Review audit services and approve
in advance non-audit services to be provided by the independent auditors,
taking into consideration SEC rules regarding permissible and
impermissible services by such independent auditors. This duty may be
delegated to one or more designated members of the Audit Committee with
any such pre-approval reported to the Audit Committee at its next
regularly scheduled meeting. Approval of non-audit services will be
disclosed to investors in periodic reports to the extent required by the
Exchange Act. |
● |
Review major issues regarding
accounting principles and financial statement presentations, including any
significant changes in the Companys selection or application of
accounting principles, and major issues as to the adequacy of the
Companys internal controls and any special audit steps adopted in light
of material control deficiencies. |
● |
Prepare the Audit Committee report
that the SEC requires be included in this proxy statement. |
● |
Discuss policies with respect to
risk assessment and risk management. |
● |
Maintain procedures for the receipt, retention and treatment
of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters. |
Compensation
Committee. Until the Annual
Meeting, our Compensation Committee consisted of its Chair, Mr. David Kenin, Ms.
Gottesman and Mr. Perkins. Since he is not a current nominee, Mr. Kenins term
as Chair will end at the Annual Meeting. After the Annual Meeting, the
Compensation Committee will consist of its Chair, Mr. Frank A. Riddick, III, and
Ms. Ong and Mr. Speed. Each of the current and former members of the
Compensation Committee satisfies the independence requirements of applicable
NYSE and SEC rules relating to independence generally and compensation
committees specifically. The primary purpose of the Compensation Committee is to
provide assistance to the Board in evaluating and approving the structure,
operation and effectiveness of the Companys compensation plans, policies and
procedures. The Compensation Committees charter is posted on our website
(corporate.wwe.com/governance/board. jsp). The Compensation Committee charter
states that the Committee will, among other things, fulfill the following
obligations:
● |
Approve all employment agreements
for the Chairman and Chief Executive Officer and all officers of the
Company who either have a title of Senior Vice President or have equal or
higher seniority (collectively, the Executives). |
● |
Annually review and approve corporate goals and objectives
relevant to the compensation of the Chairman and Chief Executive Officer,
evaluating his performance in light of those goals and objectives, and
either as a Committee or together with the other independent Directors
determine and approve the Chairman and Chief Executive Officers
compensation level based on this evaluation. In determining the long-term
incentive component of the Chairman and Chief Executive Officers
compensation, the Compensation Committee will consider the Companys and
the individuals performance, relative total shareholder return, the value
of similar incentive awards to chairs and chief executive officers at
comparable companies and awards given in past years, among other factors.
|
10
● |
Annually review and approve for
Executives: (i) the annual base salary level, (ii) the annual incentive
opportunity level, (iii) the long term incentive opportunity level, (iv)
severance arrangements and change in control agreements/provisions in each
case when and if appropriate, and (v) any special or supplemental
benefits. |
● |
Annually review managements
recommendations and make recommendations to the Board of Directors with
respect to the compensation of all Directors and Executives, including all
compensation, incentive compensation plans, equity-based plans as well as
the individuals or groups of individuals receiving awards under incentive
and equity-based compensation plans; provided, however, that the
Compensation Committee has full decision-making powers with respect to
compensation intended to be performance-based compensation within the
meaning of Section 162(m) of the Internal Revenue Code. |
● |
Administer the Companys Amended and Restated 2007 Omnibus
Incentive Plan. |
The Compensation Committee has
authority to hire compensation consultants, independent counsel and other
advisors. For the past several years the Committee has consulted with Frederic
W. Cook & Co., Inc. (the Compensation Consultant). The Compensation
Committee annually reviews the Compensation Consultants independence and has
determined that no conflicts of interest exist.
Compensation Committee
Interlocks and Insider Participation. During 2014, no member of the Compensation Committee was an officer or
employee of the Company or any of our subsidiaries nor is any such person a
former officer of the Company or any of our subsidiaries. In addition, no
compensation committee interlocks, as described under SEC rules, existed
during 2014.
Governance & Nominating
Committee. We have a Governance
& Nominating Committee. Until the Annual Meeting, the Governance &
Nominating Committee consisted of its Chair, Mr. Speed, and Messrs. Perkins and
Riddick. After the Annual Meeting, the Governance & Nominating Committee
will consist of its Chair, Ms. Patricia Gottesman, and Messrs. Goldfarb and
Perkins. Each current and former member satisfies the independence requirements
of applicable NYSE and SEC rules relating to independence generally.
The Governance &
Nominating Committee operates under a charter. This charter is posted on our
website (corporate.wwe.com/governance/board.jsp). Under its charter, the
Governance & Nominating Committee responsibilities include:
● |
Monitoring the implementation and
operation of the Companys Corporate Governance Guidelines. |
● |
Reviewing from time to time the
adequacy of the Corporate Governance Guidelines in light of broadly
accepted practices of corporate governance, emerging governance issues and
market and regulatory expectations, and advising and making
recommendations to the Board with respect to appropriate
modifications. |
● |
Preparing and supervising the
implementation of the Boards annual review of director independence.
|
● |
Developing an annual
self-evaluation process for the Board and Committees, which process is
overseen by the Governance & Nominating Committee, and recommending
such process to the Board for its approval. |
● |
Identifying, reviewing and evaluating candidates for election
as Director, consistent with criteria approved by the Board, including
appropriate inquiries into the background and qualifications of
candidates, interviewing potential candidates to determine their
qualification and interest, and recommending to the Board nominees for any
election of Directors. |
11
● |
Recommending to the Board the
appointment of Directors to serve as members, and as chairs, of the
standing Committees and any other Committees established by the Board.
|
● |
Recommending to the Board
appropriate changes to the governance of the Company, including changes to
the terms or scope of the Governance & Nominating Committee charter
and the Committees overall responsibilities. |
● |
Making recommendations to the
Board regarding any duly submitted stockholder proposal. |
● |
Overseeing the Companys continuing education program for our
Directors. |
Nominees for
Director. As noted in last years
proxy statement, during the past year the Company engaged in a search for one or
two new independent Board members and elected Laureen Ong to the Board in July
2014 and Robyn Peterson, Stephanie McMahon and Paul Levesque in February 2015.
All of these newer members of the Board are nominated for election at the Annual
Meeting. While, with these new members, the Board does not currently anticipate
the need for additional members, if any search for new members were to occur,
the Board would consider candidates, and would follow the same process and use
the same criteria for evaluating candidates, irrespective of whether they are
suggested by Board members, management and/or stockholders. No stockholder
recommendations were received during the Boards search over the past year.
Going forward, any stockholder recommendations would need to be submitted to the
Board at our principal address in care of the Corporate Secretary and would need
to include a personal biography of the proposed nominee, a description of the
background or experience that qualifies such person for consideration and a
statement that such person has agreed to serve if nominated and elected. If
stockholders wish to nominate a person for election to the Board, as contrasted
with recommending a potential nominee to the Board for its consideration, they
would need to fulfill the requirements detailed under Stockholder Proposals for
2016 Annual Meeting.
If the Board were to perceive
the need for new or additional independent members, it would review potential
nominees and decide whether to conduct a full evaluation of any one or more
candidates. If additional consideration of one or more nominees were deemed by
the Board to be warranted, the Board would request its third party search firm
to gather additional information about the prospective nominees background and
experience. The Board would then evaluate the prospective nominee taking into
account whether the prospective nominee is independent within the meaning of the
listing standards of the NYSE and applicable regulations of the SEC and such
other factors as it deems relevant, including the current composition of the
Board, the need for Committee expertise, and the evaluations of other
prospective nominees. While there is a general desire at least to maintain, and
preferably enhance, the mixture of viewpoints among its members, the Board does
not have any specific policy relating to diversity. The Board would also
determine when or how to interview the prospective nominee. Each Director would
have the opportunity to participate in the consideration of the prospective
nominee. The Governance & Nominating Committee oversees this process and
recommends any nominees to the full Board. After the Governance & Nominating
Committee has completed this process, the Board makes a determination. This is
the process the Board followed in connection with its search which resulted in
the nominations of Laureen Ong and Robyn Peterson. Stephanie McMahon and Paul
Levesque were also approved for election by the Governance & Nominating
Committee and elected by the full Board.
The Board believes that its
members comprise an appropriate mix of background, diversity and expertise. In
particular, Mr. McMahon is a seasoned manager who understands what is necessary
for the Company to thrive in the dynamic and competitive markets in which we
compete. In particular, he has significant expertise in creative matters,
television, talent development and live events, each of which is a critical
aspect of our business. As our co-founder, Mr. McMahon has decades of experience
overseeing all of our revenue streams. He is familiar with every aspect of our
business and industry. Similarly, Ms. McMahon and Mr. Levesque have decades of
experience in our Company and have both been important players in all aspects of
our creative
12
process, including television,
talent and live events. They also have extensive practical experience with many
of our revenue streams and are critically involved in our brand development. Of
the independent directors, Mr. Goldfarb has more than 25 years of experience in
media companies with revenue streams similar to those of the Company. For more
than 12 years of his tenure, Mr. Goldfarb has served at the CEO level. He has
significant e-commerce and digital experience. Ms. Gottesman has nearly 30 years
of senior level experience with a cable television operator. This experience
provides the Company insight into the television industry. She also has relevant
digital and social networking experience. Ms. Ong has decades of experience as a
senior executive in television and Mr. Peterson adds further expertise in the
digital space. Mr. Perkins brings substantial experience in the areas of
television entertainment, having more than 50 years of experience in the
television syndication industry. The digital expertise added to the Board by
Messrs. Goldfarb and Peterson and Ms. Gottesman are of particular note in light
of WWE Network, the Companys most important recent undertaking. The television
expertise added by Ms. Gottesman and Ong and Mr. Perkins are of note because
television (together with live events) has traditionally, and for the
foreseeable future will continue to be, at the core of the Companys business.
Messrs. Riddick and Speed bring financial and auditing acumen as both have been
chief financial officers of large companies. In the case of Mr. Speed,
approximately 20 years of his experience has been spent in media and
entertainment companies. The foregoing experience, qualifications and skills led
the Board to conclude that each of these members should serve and be nominated
for re-election at this years Annual Meeting.
EXECUTIVE
COMPENSATION
Compensation Discussion and
Analysis
Executive
Summary
World Wrestling Entertainment
is an integrated media and entertainment company. We have been involved in the
sports entertainment business for over 30 years, and have developed WWE into one
of the most popular brands in global entertainment today. We develop unique and
creative content centered around our talent and present it via network,
television, online and at our live events. At the heart of our success are the
athletic and entertainment skills and appeal of our Superstars and Divas, and
our consistently innovative and multi-faceted storylines. Our network, live and
televised events, digital media, home entertainment, consumer products and
feature films provide significant cross-promotion and marketing opportunities
that reinforce our brands while effectively reaching our fans.
2014
Highlights.
2014 was an historic year for the
Company on many levels and we believe management was highly effective in pushing
this change:
● |
WWE executed its strategy of
developing and launching WWE Network, our direct to consumer subscription
network featuring live and on demand content. Shortly after the end of the
year, we announced that our subscriber base reached the one million mark.
|
● |
WWE negotiated very significant
television rights increases in our most important domestic and
international television licenses including (in addition to the United
States), the U.K., India, Canada and Latin America. |
● |
As a
result of these transformative efforts, our net revenues grew
significantly (by 6.8% year-over-year) in 2014, setting an all-time high
at WWE of approximately $543 million.
|
13
We believe this record setting
revenue points to a validation of our ongoing investment to support the
Companys long-term objectives. Our new television agreements are expected to
raise the Companys revenues significantly in 2015. These agreements became
effective between late 2014 and January 1, 2015. As a result, they did not
benefit the Companys operating results materially in 2014. With the increased
costs relative to our strategic initiatives, our profitability did soften, with
Operating Income Before Depreciation and Amortization, or OIBDA, our non-GAAP
primary measure of profit, decreasing from $30.4 million in 2013 to a loss of
$15.5 million in 2014. By its nature, however, progress towards long-term
objectives is not always reflected in strong near-term profits. Management
strongly believes in the importance of continued investing in the Companys
business and brand through (i) distribution of our form of sports entertainment
through all important media, including digital platforms; (ii) a high level of
development of our performing talent; (iii) enhancing our production and
creative teams and the infrastructure available to them; (iv) consistently
marketing WWE effectively to our current and future fans; and (v) increasing our
reach to international markets.
For the Company to achieve the
level of success for which it is striving, we must continue to retain and
incentivize management. The incentive compensation package for 2014 is described
in detail below and was engineered for precisely that purpose. On balance, we
believe the compensation structure, when enhanced with the three special equity
compensation grants described below (to be made in 2015 and 2016), envisions and
correctly incentivizes achievement of long-term growth and transformation while
continuing to tie a significant portion of managements compensation to annual
financial performance through OIBDA and revenue goals. Equally important, we
also believe that this incentive to transformation moderates the risk to drive
short-term results at a longer-term risk to the Company and its
stockholders.
Named Executive
Officers. Our named executive officers for 2014
are:
Name |
Title |
Vincent K. McMahon |
Chairman & Chief Executive Officer |
George A. Barrios |
Chief
Strategy & Financial Officer |
Paul Levesque |
EVP, Talent, Live Events & Creative |
Kevin
Dunn |
Executive Producer & Chief Global Television Production |
Michael J. Luisi |
President, WWE Studios |
14
Elements of WWEs
Compensation Program. In
general, the compensation package provided to senior management of the Company
consists of three major components:
|
Reward Component |
Objectives |
Determination of
Component Value |
Fixed Compensation |
Base Salary |
Provides a fixed element of compensation
paid in cash to reward day-to-day contributions to the Company. Serves an
attraction and retention tool. |
Salary for each executive is determined
based on a number of factors including: job responsibilities, tenure and
experience, individual performance and a broad-based assessment of the
market. |
Variable Compensation |
Short-Term Incentive Compensation |
Provides cash-based reward for achievement
of annual performance measures that are integral to the success of the
Company and reinforce its business strategy and vision. |
Executives are assigned a target
annual incentive opportunity expressed as a percentage of his or her base
salary. Performance is measured against a
detailed set of financial, strategic and individual performance measures.
Payouts may be above or below target based on a rigorous assessment of
performance relative to the goals established at the beginning of the
performance period. |
|
Longer-Term Incentive Compensation |
As a complement to the annual incentive
plan, provides equity-based awards that are linked to the long-term
performance of the Company thereby aligning executives and stockholders
interests. |
In general, an executive receives 100% of
his or her longer-term incentive opportunity in the form of Performance
Stock Units (PSUs). Consistent with the pay for performance principles
of our compensation plan, the PSU awards may be earned at levels above or
below target based on actual performance relative to pre-established
goals. |
The Compensation Committee
believes that this program constitutes the appropriate mix of fixed and variable
compensation as well as short-term and longer-term compensation, a significant
portion of which is tied to Company performance, aligning the interests of
management with those of our stockholders. We also believe that the design of
our compensation program is generally consistent with other companies in the
entertainment industry. The Company does not provide a defined benefit plan or
other similar retiree benefits and generally does not provide its executive
officers perquisites such as cars, club memberships or personal services.
Therefore, these three components (base salary, annual cash incentive through
our management incentive plan, and longer-term equity incentive), when added
together, reflect an accurate picture of the total compensation awarded to our
senior executives.
15
As further described below, in
light of the critical need for the success of WWE Network, the Compensation
Committee during 2014 became convinced that a special longer-term equity
compensation grant was needed to reward and further solidify the retention of
three key members of the management team. These special grants were made in 2015 and will appear in next years
proxy statement, but are discussed in this proxy statement because the
Compensation Committee considers them to be an important part of our forward-looking
business efforts begun in the past couple years.
Mr. Levesque, as a key
performer for the Company, and Mr. Luisi, as head of our Studios division, have
certain additional compensation unique to their roles which is made pursuant to
agreements described below.
Aligning Interests with
Stockholders. The table below
highlights key executive compensation practices that the Compensation Committee
has implemented to encourage a high level of performance and alignment of
management and our stockholders. The table also highlights compensation
practices that the Committee has expressly avoided or rejected in support of
building a strong governance culture and in the long-term interests of our
stockholders.
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What We
Do
|
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What We Do Not
Do
|
|
☑ |
|
Pay for
Performance |
|
☒ |
|
No gross-up payments to cover excise taxes
or perquisites that pertain to executive or severance
benefits |
|
☑ |
|
Tie significant levels
of compensation to corporate and individual goals |
|
☒ |
|
No
Guaranteed Annual or Multi-Year Bonuses |
|
☑ |
|
Caps on
Annual Bonuses and Long-Term Incentives |
|
☒ |
|
No special executive retirement
programs |
|
☑ |
|
Stock Ownership and
Stock Holding Requirements |
|
☒ |
|
No
Repricing of Underwater Stock Options |
|
☑ |
|
Multiple performance metrics under short-term and longer-term
incentive plans |
|
☒ |
|
No excessive perquisites for
executives |
|
☑ |
|
Double Trigger for Change in Control Provisions |
|
☒ |
|
No
Dividend Equivalents Paid Prior to Vesting of Performance Awards (and
never on unearned portion of awards) |
|
☑ |
|
Independent Consultant Reports Directly to the Compensation
Committee |
|
|
|
|
|
☑ |
|
Review Tally Sheets
When Making Executive Compensation Decisions |
|
|
|
|
|
☑ |
|
Mitigate Undue Risk in Compensation Programs |
|
|
|
|
16
Compensation
Components
Salary. As part of our
continuing effort to manage our fixed costs responsibly, we generally attempt to
limit salary increases, restricting large increases to instances of promotions
or extraordinary contributions to the Companys performance. We expect to
continue this practice. In the most recent annual performance review, which
occurred in February 2015, salaries were set for 2015. The table below
highlights recent annual base salaries for the named executive
officers:
Name |
|
2013 |
|
2014 |
|
2015 |
Vincent K. McMahon |
|
$ |
1,150,000 |
|
$ |
1,184,500 |
|
|
$ |
1,250,000 |
George A. Barrios |
|
|
$632,500 |
|
|
$700,000 |
(1) |
|
|
$728,000 |
Paul Levesque |
|
|
$515,000 |
|
|
$550,000 |
|
|
|
$577,500 |
Kevin Dunn |
|
|
$825,000 |
|
|
$825,000 |
|
|
|
$866,250 |
Michael J. Luisi |
|
|
$577,500 |
|
|
$600,000 |
|
|
|
$624,000 |
____________________
|
|
|
(1) |
|
Implemented in
November 2013 in connection with a promotion. |
Annual Incentive
Bonuses. We believe that an annual management incentive
bonus plan (MIP) that is based on personal and company-wide performance is
generally an excellent format to incentivize executives to focus on critical
financial and strategic short and mid-term goals. Our approach ties the
participants interests to those of stockholders without the structural cost
increases inherent in salary escalation and without encouraging unnecessary and
excessive risk-taking. It acknowledges both individual efforts as well as the
collective effort of all participants. For our named executive officers, MIP
bonus targets in 2014 ranged from 50% to 100% of salary. Actual bonuses paid
under the MIP to our named executive officers in respect of 2014 are set forth
in column (g) of The Summary Compensation table.
For 2014, the Company
established a three-prong test for purposes of determining funding of the MIP.
Half of plan funding was based on the Companys progress toward five strategic
milestones which relate to the Companys brand strength and its growth and
transformation initiatives. Depending on the level of achievement toward these
critical strategic objectives, the incentive pool would be funded in a
corresponding amount. Achievement of an overall score of 3 out of a possible 10
would result in 60% of this half, or 30% of the total funding; an overall score
of 5 would result in 100% of this half, or 50% of the overall funding; and an
overall score of 10 would result in 200% of this half, or 100% of the overall
funding, and this is the maximum funding permissible for this factor. The
Compensation Committee also established a minimum revenue goal related to these
strategic goals. In order to fund this factor, the Company must achieve net
revenues in excess of $400 million for the fiscal year, regardless of the
achievement of the strategic objectives.
The other half of MIP funding
was based solely on financial objectives, with 30% based on total revenues and
20% based on OIBDA. At the beginning of 2014, management and the Committee had
limited insight into projected financial results given the incipiency of WWE
Network. During 2014, the Company also was in the process of negotiating its
most significant television licenses, which were to become effective in late
2014 and the beginning of 2015 (and therefore their effect on the Companys
operating results for 2014 would be smaller relative to subsequent years). As a
result of the uncertainty created by these transformative undertakings, the plan
provided for a range of financial results that was wider than in previous years.
The following table shows the MIP funding calculation with actual results for
2014 shaded.
17
Determination of MIP Funding
Level (2014)
Strategic Milestones with Revenue Test
Funding Factor (50% of MIP Funding)(1) |
Revenue (30% of MIP Funding) |
OIBDA (20% of MIP Funding) |
Below Threshold |
0-2
out of 10. No funding for this factor. Also no funding if revenue test
($400 million) is not met. |
Less
than $510 million. No funding for this factor. |
Loss
of greater than $45 million. No funding for this factor. |
Threshold |
3
out of 10 (60% of factor is funded). |
$510
million (60% of factor is funded). |
Loss
of $45 million (60% of factor is funded). |
Between Threshold and Target |
4
out of 10 results in 80% of this factor being funded. |
$540 million (80% of factor is funded).
Actual Result: Revenues were $542.6 million for 83% of factor
funding. |
Loss of $30 million (80% of factor is
funded). Actual Result: OIBDA was $15 million loss for 92% of factor
funding. |
Target |
5
out of 10 (100% of factor is funded). |
$573
million (100% of factor is funded). |
$4
million (100% of factor is funded). |
Between Target and Maximum |
Each additional score results in an
additional 20% funding of this factor. Actual Result: 6 out of 10 for 120%
of factor. |
Each
addition $12 million results in an additional 25% of this funding factor
(i.e. 7.5% of overall funding). |
Each
additional $7 million results in an additional 25% of this funding factor
(i.e. 5% of overall funding). |
Maximum |
200%
funding of this factor at a strategic goal score of 10 out of
10. |
200%
funding of this factor if revenues were $621 million or higher. |
200%
funding of this factor at OIBDA of $30 million or
higher. |
____________________
(1) |
|
Regardless of the
achievement amount of any of the strategic milestones, no funding on this
half of the MIP would occur if the revenue test ($400 million) was not
met. Revenues for 2014 were $542.6 million so the revenue test was met for
2014. |
The determination of the
strategic factors score for the foregoing purposes is set forth in the following
table. Though these factors are not calculable on a purely mathematical basis,
the strategic objective is scored by the Compensation Committee based on certain
measures of success. The Compensation Committee reviews this scorecard on a
quarterly basis.
Strategic
Objectives |
Benchmarks |
Launch WWE Network (30%) |
Number of WWE Networks subscribers. |
Maximize Value of Content (30%) |
Increase in annual average value of domestic television
license. |
Drive International Growth (20%) |
Number of countries in which WWE Network launches and increase in
average value of key television licenses. |
Brand Strength (10%) |
Net
Promoters Score and Number of social media followers. |
Business Development (10%) |
Number of projects. |
Management Overall Score |
6 (120% of factor
funding) |
18
The following table
compares MIP funding for 2014 with that of prior recent years:
Calendar Year |
|
Strategic Goal Score(1) |
|
OIBDA Target |
|
Revenue Target |
|
Aggregate
Funding of Incentive
Pool |
2012 |
|
6 |
|
$56.6 million |
|
N/A |
|
|
122% |
|
2013 |
|
5 |
|
$63.9 million |
|
N/A |
|
|
50% |
|
2014 |
|
6 |
|
$4.0
million |
|
$573 million |
|
|
103% |
|
____________________
(1) |
|
Includes
minimum revenue target. |
Once funding is established
based on achievement of the performance and strategic factors described above, a
participant is entitled to participate if his or her individual performance
rating for the year is at or above a threshold of 2.5 out of 5.0. The actual
amount of a participants payout is based on two factors: the individuals
performance rating and a more subjective determination of the executives
contribution to the overall performance of the Company. The component relating
to personal performance rating increases linearly from the threshold performance
rating of 2.5 to a maximum level of 5.0. These ratings are scored by the
executives supervisors with assistance from the Human Resources Department
based on many factors such as competency, creativity, leadership and
communication skills. Assuming hypothetically the Company achieves 100% of any
of its funding targets, the maximum payment of the individuals performance
rating component (a score of 5.0) is 150% of that individual component target.
Similarly, assuming hypothetically that the Company achieves 100% of any of its
three funding targets, the maximum payout of the portion of an individuals
bonus arising from the executives contribution to the overall performance of
the Company is 100% of the individuals aggregate target bonus. In the event
that the Companys performance exceeded 100% of its three funding targets, the
pool arising as a result of such excess would be allocated in whole or in part,
based on the recommendation of the Companys Chief Executive Officer and subject
to the exercise of negative discretion by the Compensation Committee, equal to
or below a maximum of 200% of target payout for each executive. The use of
negative discretion to one executive will not necessarily result in an increased
bonus to another executive. For 2014, maximum payments under the MIP were $5
million to any named executive officer. The Committee retains negative
discretion to reduce any of these payouts. The Committee also retains discretion
to pay out amounts outside of the plan but has exercised this discretion in the
past only in limited circumstances and did not do so in respect of
2014.
In addition to
participating in our MIP, under his employment agreement Michael J. Luisi is
entitled to a bonus based upon the performance of our WWE Studios Division. Mr.
Luisis employment agreement is described below in Narrative Disclosure to
Summary Compensation Table and Grants of Plan-based Awards Table.
Performance Stock
Units. Our compensation program includes a longer-term
component consisting of stock unit grants. Consistent with past practice, our
normal annual grant of stock units in 2014 had a performance requirement under
the 2007 Omnibus Incentive Plan which reinforces our pay for performance
philosophy. There is also a service-based vesting requirement which extends
beyond the performance period. The performance targets for our performance stock
units mirror those set for the MIP described above. For the 2014 grants if at
least one of the three threshold performance criteria - strategic score goal
coupled with a minimum net revenue test, total revenues or OIBDA - were
satisfied, the stock units would begin to accrue dividends and vest in three
equal annual installments, with the first vesting occurring on or about July 20,
2015. The performance stock units have a sliding scale of 60% of the target
units for a single performance test met at threshold up to a maximum cap of 200%
of target if all three performance criteria are achieved at the maximum level.
We believe this cap mitigates the potential risk that accompanies
performance-based equity compensation. As referenced above under the description
of our MIP, management performed at a level of 103% of overall target and this
is the percentage of performance shares that were earned, subject to
vesting.
19
We expect to continue to
make annual grants of performance stock units for those at a level of Senior
Vice President and higher and time-vesting restricted stock units for employees
below this level during the first quarter of each year. We plan to continue our
practice of making these performance stock grants (assuming we meet performance
criteria in the year of the grant) and restricted stock units vest over three
years on the same date in July each year beginning the year after the year in
which the grant was made. The Committee closely monitors share usage through the
approval of an annual share budget or pool that management may use. From this
pool, management proposes individual grants at a separate meeting of the
Compensation Committee and these individual grants are reviewed and approved by
the Committee. The Committee may also make grants of restricted stock units for
new hires, promotions and for retention on a case-by-case basis. Typically,
these restricted stock units would not have a performance condition attached to
the award. However, the awards would be subject to service vesting, generally
over three years. We do not plan grants or vesting dates of stock units around
news releases in order to provide any special benefits to our employees. For
administrative convenience, the Committee reviews and ratifies, rather than
approves in advance, grants of restricted stock units from an annual pool of
25,000 shares for new hires, promotions and for retention purposes to employees
below the Senior Vice President level. No such grant may exceed 2,500 share
units to any person in a year.
We believe that equity
compensation is different from salary and bonus in that, due to its performance
(in the case of senior executives) and time-vesting requirements, stock units
serve both a retention and compensation purpose. Equity compensation (especially
where it has both performance and time-vesting requirements) aligns interests of
management with stockholders. We also hope that stock units, together with our
401(k) Plan, will be utilized by employees for retirement planning, as we do not
provide a defined benefits retirement plan.
The following table shows
the aggregate number of performance and restricted stock units granted to all
eligible employees as part of our normal annual grant for the past few years
and, for 2015, the special grants under the Performance Stock, Retention and
Non-Competition Agreements recently entered into with three senior executives
described below (the Special Grants). For grants in periods before 2015, the
table also shows the number of shares earned based on performance achieved. The
table does not include grants for new hires/promotions:
Calendar
Year |
|
Aggregate
target units in Annual Grant
(unadjusted) |
|
Aggregate target
units in Annual Grant (adjusted to
reflect forfeitures) |
|
Aggregate units
earned in respect of such
year |
2012 |
|
|
622,700 |
|
|
581,300 |
|
709,186 |
2013 |
|
|
782,995 |
|
|
755
,741 |
|
377,871 |
2014 |
|
|
368,991 |
|
|
309,815 |
|
319,569 |
2015 |
|
|
1,210,606 |
|
|
To
Be Determined Based on |
|
To
Be Determined Based on |
|
|
|
|
|
|
2015
Performance |
|
2015
Performance |
Performance Stock,
Retention and Non-Competition Agreements. The development and launch of WWE Network and the renegotiation of
principal television agreements in several key markets around the world have
brought about a significant transformation at the Company with a significant
benefit to its net revenues. While more work is required, important strides have
been made. In recognition of these efforts, as well as the need to continue
them, which will require a significant commitment by these executive officers
over and above their regular duties, the Committee approved special Performance
Stock, Retention and Non-Competition Agreements (the Agreements) with three of
its executive officers, George A. Barrios, Kevin Dunn and Michelle D. Wilson
(who is not a named executive officer). Under the Agreements, the executives are
each given grants of 174,095 performance shares (at target levels) which were
calculated based on $2.5 million of value at the closing price of $14.36 per
share on the date of approval by the Compensation Committee, February 12, 2015.
The Agreements were entered into in March 2015 and the grants provided for
20
in them will appear as
compensation for 2015 in next years proxy statement, but are discussed in this
proxy statement because the Compensation Committee considers them to be an
important part of the forward-looking business efforts begun in the past couple
years. The performance measures for the Special Grants are the same three
performance measures (Revenue, OIBDA and Strategic Goals) as are used for the
performance shares granted as a part of our normal annual grant. The minimum and
maximum percentages of target at various performance levels and vesting periods
are also the same as the annual grants however, instead of equal thirds, the
shares will vest annually (beginning in July of the year after the performance
tests are met) in 20%, 30% and 50% tranches, which we believe will strengthen
the retention feature of these grants.
The Agreements provide for
12-month non-competition covenants and covenants prohibiting the solicitation of
Company employees and/or business partners for a period of 12 months. Each
executive also reiterates his or her non-disclosure obligations, which covenants
continue indefinitely. Any breach of the non-competition, non-solicitation or
non-disclosure obligations would result in a clawback of the shares or proceeds
therefrom without limiting any other remedies the Company may have at
law.
Each Agreement provides
that an additional grant to the executive also with a
target value of $2.5 million (using the closing stock price on or about the date
of grant) shall be made by the Compensation Committee in February 2016, subject to
the approval by stockholders of a new incentive compensation plan, using
performance metrics to be set by the Compensation Committee at the time of the
grant and otherwise on substantially the same terms as this grant.
For our named executive
officers, the 2015 target number of units for both the normal annual grants and the
special grants under the Agreements are as follows. Mr. McMahon historically has not
participated in any equity grants due to his significant stock ownership in the
Company.
|
|
Target
(#) |
Vincent K. McMahon |
|
0 |
George A. Barrios |
|
215,877 |
Paul
Levesque |
|
20,891 |
Kevin Dunn |
|
215,877 |
Michael J. Luisi |
|
25,070 |
Other Compensation
Matters
Employment and Other
Agreements. We have an
amended and restated employment agreement with our Chairman and Chief Executive
Officer, Vincent K. McMahon, under which we pay him an annual salary of
$1,250,000 in respect of 2015 and he is entitled to participate in our
management incentive plan with a target bonus of 100% of base salary. We also
have an employment agreement with Michael Luisi, President, WWE Studios, who
receives a salary of $624,000 in respect of 2015 and certain other payments. See
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based
Awards Table.
While we generally attempt
to avoid entering into employment agreements with our other executives, we have
individual severance arrangements with many of our executive officers including
our named executive officers, which provide for a specified period of severance
in the event of an involuntary termination of employment without cause. The
Company also has a severance plan for all eligible employees (generally
full-time employees and part-time employees who regularly work in excess of
30-hour weeks and, in either case, have at least one year of employment with the
Company) which provides for severance in the case of involuntary termination of
employment without cause, ranging, depending on length of service, from a
minimum of four (4) weeks to a maximum of one year. The employee is also
entitled to a prorated bonus for the year of termination, at rates to be
determined, if his or her termination occurs after July 1 of the year. Employee
health insurance is also provided during the severance period. The Company
believes that these severance arrangements are important for the Company to
attract and retain high caliber employees.
21
Since he joined the Company
as a performer in 1995, we have had a booking agreement with Mr. Levesque under
which he is one of our top talent.
Stock Ownership
Guidelines.
We believe that it is in the best
interests of our stockholders for management and directors to own a significant
amount of our Common Stock. We have stock ownership guidelines for our Directors
and our executive officers with a title of Executive Vice President or higher.
Under the guidelines, the individual must attain the following multiple of base
salary (or cash retainer, in the case of Directors):
Title |
|
Multiple |
Chairman and Chief Executive Officer |
|
6x |
Director |
|
3x |
EVP |
|
2x |
Valuations of ownership are
made at the beginning of each year based on the average of the prior calendar
years month-end closing stock prices. Until the required multiple of ownership
is attained, 50% of the after-tax shares received upon the vesting of
performance and restricted stock units must be retained by the individual. Once
the respective multiple is attained, so long as none of the shares required for
such attainment are disposed, the obligation remains met despite any subsequent
decline in stock price.
Anti-Hedging
Policy: Under the Dodd-Frank Act, the SEC is required to
promulgate disclosure rules relating to hedging practices in Company securities
granted as compensation by insiders. The Company does not believe that hedging
to reduce investment risk of owning Company securities is an issue among its
directors or executive officers, and to the Companys knowledge, none of its
directors or named executive officers has engaged in such hedging or pledged any
of his or her Company securities. As a result, the Company has decided to await
the adoption of these rules by the SEC prior to formulating an anti-hedging
policy.
Clawbacks. The Company
has not been faced with the situation of, and has no formal policies governing
what would happen in the event of, a restatement or adjustment of financial
statements on which prior bonuses or stock performance decisions have been made.
However, the NYSE is expected to revise its listing standards in accordance with
the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank
Act) to require listed issuers to adopt and disclose clawback policies. Under
such policies, an accounting restatement due to material noncompliance with any
financial reporting requirements under the securities laws would trigger a
clawback. The Company will be required to recover any erroneously awarded
compensation payments that would not have been made had the restated accounting
numbers been used. Payments made to current or former executive officers during
the three-year period preceding the date of a restatement will be subject to
this policy. Our existing incentive compensation plans will be reviewed and
updated for consistency with the clawback rules when they are adopted by the
SEC.
Tax
Considerations. Section
162(m) of the Internal Revenue Code generally disallows a tax deduction to
publicly held corporations for annual compensation over $1,000,000 paid to
certain executives of that corporation. The Internal Revenue Code generally
excludes from the $1,000,000 limitation, any compensation paid based on the
attainment of pre-established, objective performance goals established under a
stockholder-approved plan. The Compensation Committee uses, where practical,
compensation policies and programs that are intended to preserve the tax
deductibility of executive compensation; however, the Compensation Committee at
its sole discretion may approve payment of nondeductible compensation from time
to time if the Compensation Committee determines that it is in the best interest
of our Company to do so.
22
Tally
Sheets. Tally sheets are provided to the Compensation
Committee annually to supplement its review of aggregate compensation for each
executive officer in connection with setting salary, granting performance-based
incentive compensation and longer-term equity incentive compensation for the
year. Total compensation is reviewed from time to time vis-à-vis broad-based
published market data to determine whether the compensation paid to our
executives is generally competitive relative to the market. It should be noted
that this market data is not obtained from a specified peer group but rather is
a combination of both general industry and industry-specific (media)
information. It is not the same as either of the groups used for comparison in
the Cumulative Total Return Chart included in the Companys Annual Report on
Form 10-K. Given the challenges associated with benchmarking our compensation
against direct competitors, we do not attempt to maintain a certain target
percentile compensation level within a designated peer group.
Managements Role in
the Compensation-Setting Process. The Chairman and Chief Executive Officer and the Human Resources
Department annually review the performance of each officer shortly after the
financial results for a fiscal year are known. The conclusions and
recommendations resulting from this review, including proposed salary, bonuses
and equity-based grants, to individuals at the level of Senior Vice President or
higher are presented to the Compensation Committee for its final
approval.
Role of Compensation
Consultant and Use of Market Data. During 2014, the Committee consulted with the Compensation Consultant
who is paid by the Company and has access to management, but is hired by and
reports directly to the Compensation Committee. To date, design aspects of
compensation have been proposed by management, with the Compensation Consultant
advising on the appropriateness of the design and market competitive levels of
compensation. The Compensation Committee, however, does not specify limits
either on the scope of the Compensation Consultants inquiry or on areas on
which the Compensation Consultant is allowed to comment, other than to prohibit
the Compensation Consultant from undertaking work on behalf of management
without the Committees consent. The Compensation Consultant has never provided
consulting services to the Company other than for executive and Director
compensation, and the Committee has reviewed the Compensation Consultants
independence and has determined that no conflicts of interest exist. The
Committee annually reviews the Compensation Consultants independence (most
recently in February 2015) and has affirmatively determined that no conflicts of
interest exist.
2014 Say-on-Pay
Advisory Vote Outcome.
The Compensation Committee
considered the results of the 2014 advisory, non-binding vote to approve
executive compensation in connection with the discharge of its responsibilities.
In excess of 99% of the vote of our shareholders in 2014 was in favor of the
compensation of our named executive officers. Our stockholders have voted in an
advisory vote to hold these advisory votes to approve executive compensation
annually. As a result, the Board has decided that we will hold the advisory vote
again this year as described in Proposal 3 Advisory Vote to Approve Executive
Compensation.
Conclusion
The Compensation Committee
of the Board understands its responsibility for evaluating and approving the
Companys compensation programs, including reviewing and approving the Companys
compensation philosophy as well as corporate goals and objectives relative to
incentive compensation, evaluating performance in light of those goals and
determining compensation levels based on this evaluation. Management and, in
particular, the Chairman and Chief Executive Officer and Human Resources
Department, are instrumental in developing recommendations relating to the
compensation program, subject to final approval by the Compensation Committee.
The Compensation Committee is assisted in this regard by its independent
Compensation Consultant.
23
We believe that we have an
appropriate mix of compensation components along with competitive compensation
levels that incentivize management and serve our attraction, retention and
motivation goals while remaining fiscally prudent and not encouraging excessive
risks. Going forward, while we may adjust certain aspects of the compensation
program, we believe that it is fundamentally sound and abides by a strong pay
for performance philosophy.
Compensation Committee
Report
Notwithstanding anything
to the contrary set forth in any of our previous filings under the Securities
Act of 1933, as amended, or the Exchange Act that might incorporate future
filings, in whole or in part, including our Annual Report on Form 10-K for the
year ended December 31, 2014 and the Companys currently effective Registration
Statements on Form S-8, the following Report, and the Audit Committee Report set
forth under Proposal 3 Ratification of Selection of Independent Registered
Public Accounting Firm, shall not be incorporated by reference into any such
filings.
The Compensation Committee
of the Company has reviewed and discussed the Compensation Discussion and
Analysis required by Item 402(b) of Regulation S-K with management and, based on
such review and discussions, the Compensation Committee recommended to the Board
that the Compensation Discussion and Analysis be included in this Proxy
Statement.
The Compensation Committee |
David Kenin, Chair |
Patricia A. Gottesman |
Joseph H.
Perkins |
24
Summary Compensation
Table
The following table sets
forth certain information about the compensation of our Principal Executive
Officer, our Chief Financial Officer and our three next most highly compensated
executive officers who were serving as executive officers at December 31, 2014.
These individuals are referred to as the named executive officers.
Name and Principal
Position (a) |
|
Year (b) |
|
Salary ($)(c) |
|
Bonus ($)(d) |
|
Stock Awards ($)(e) |
|
Non-Equity Incentive Plan Compensation ($)(g) |
|
All
Other Compensation ($)(i) |
|
Total ($)(j) |
Vincent K. McMahon |
|
2014 |
|
1,179,192 |
|
0 |
|
0 |
|
|
|
1,220,035 |
|
|
|
14,658 |
(1) |
|
|
2,413,885 |
Chairman & Chief Executive
Officer |
|
2013 |
|
1,142,308 |
|
0 |
|
0 |
|
|
|
575,000 |
|
|
|
7,650 |
|
|
|
1,724,958 |
|
|
2012 |
|
1,100,000 |
|
0 |
|
0 |
|
|
|
1,342,000 |
|
|
|
14,358 |
|
|
|
2,456,359 |
|
George A. Barrios |
|
2014 |
|
700,000 |
|
0 |
|
600,000 |
(2) |
|
|
360,360 |
|
|
|
8,610 |
(1) |
|
|
1,668,970 |
Chief Strategy & Financial Officer |
|
2013 |
|
628,846 |
|
0 |
|
566,701 |
|
|
|
175,000 |
|
|
|
7,650 |
|
|
|
1,378,197 |
|
|
2012 |
|
568,846 |
|
0 |
|
792,280 |
|
|
|
456,000 |
|
|
|
8,310 |
|
|
|
1,825,436 |
|
Paul Levesque |
|
2014 |
|
544,615 |
|
0 |
|
300,000 |
(2) |
|
|
283,140 |
|
|
|
1,647,431 |
(3) |
|
|
2,775,186 |
EVP, Talent, Live Events &
Creative |
|
2013 |
|
512,692 |
|
0 |
|
0 |
|
|
|
130,000 |
|
|
|
1,868,639 |
|
|
|
2,511,331 |
|
|
2012 |
|
488,462 |
|
0 |
|
0 |
|
|
|
305,000 |
|
|
|
2,118,769 |
|
|
|
2,912,231 |
|
Kevin Dunn |
|
2014 |
|
757,692 |
|
0 |
|
600,000 |
(2) |
|
|
424,710 |
|
|
|
9,090 |
(1) |
|
|
1,791,492 |
Executive Producer |
|
2013 |
|
811,538 |
|
0 |
|
749,996 |
|
|
|
175,000 |
|
|
|
7,650 |
|
|
|
1,744,184 |
|
|
2012 |
|
796,154 |
|
0 |
|
1,007,980 |
|
|
|
761,300 |
|
|
|
8,742 |
|
|
|
2,574,176 |
|
Michael J. Luisi |
|
2014 |
|
596,538 |
|
0 |
|
475,300 |
(2) |
|
|
468,350 |
|
|
|
374,810 |
(4) |
|
|
1,914,998 |
President, WWE Studios |
|
2013 |
|
577,298 |
|
0 |
|
475,300 |
|
|
|
144,375 |
|
|
|
206,225 |
|
|
|
1,403,228 |
____________________
(1) |
|
Consists
of matching contributions under our 401(k) plan and certain life insurance
payments. |
|
(2) |
|
Represents
the aggregate grant date fair value of awards of restricted and
performance stock units pursuant to our 2007 Omnibus Incentive Plan
consistent with the estimate of aggregate compensation cost to be
recognized over the service period determined as of the grant date under
FASB ASC Topic 718, excluding the effect of estimated forfeitures. For
these purposes, performance stock units are assumed to have been granted
in amounts that would occur if the Company had met all performance
criteria at 100% of target. Assuming hypothetically that the highest level
of performance conditions had been achieved, the number of performance
shares would have been 200% of the numbers included in the table which
would result in maximum grant date values of $1.2 million for Messrs.
Barrios and Dunn, $600,000 for Mr. Levesque and $950,600 for Mr. Luisi.
For disclosure on assumptions made in the valuation of these awards, see
Note 17 -- Stock-based Compensation to our Consolidated Financial
Statements. For 2014, the Company achieved a score of six out of ten on
its strategic objectives and met the related revenue threshold, achieved
92% of its OBIDA funding factor and 83% of its Revenue funding factor.
Accordingly, 103% of the target stock awards were earned, subject to
vesting in three equal annual instalments beginning July 2015. To the
named executive officers, this totaled as follows: Mr. Barrios 25,761
shares; Mr. Levesque 12,880; Mr. Dunn 25,761 shares; and Mr. Luisi
20,407 shares. |
|
(3) |
|
Consists
principally of performance fees and royalties paid to Mr. Levesque as one
of the Companys top talent. See Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table -- Employment and
Booking Agreements. |
|
(4) |
|
Consists
principally of relocation expense reimbursements ($322,464) and a cash payment ($21,525) resulting from Mr. Luisi’s 2013 relocation to California, accrued and
unused vacation under California law ($22,211), matching contributions
under our 401(k) plan and certain life insurance payments. See Narrative Disclosure to Summary Compensation
Table and Grants of Plan-Based Awards Table -- Employment and Booking
Agreements. |
25
Grants of Plan-Based
Awards for 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date |
|
|
|
|
Estimated Possible Payouts
Under |
|
Estimated Possible Payouts
Under |
|
Fair Value |
|
|
|
|
Non-Equity Incentive
Plan Awards(1) |
|
Equity Incentive Plan
Awards(2) |
|
of Stock |
|
|
Grant Date |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Awards(3) |
Name (a) |
|
(b) |
|
($)(c) |
|
($)(d) |
|
($)(e) |
|
(#)(f) |
|
(#)(g) |
|
(#)(h) |
|
($)(l) |
Vincent K. McMahon |
|
2/24/14 |
|
|
142,140 |
|
|
1,184,500 |
|
|
|
2,369,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
George A. Barrios |
|
2/24/14 |
|
|
50,400 |
|
|
420,000 |
|
|
|
840,000 |
|
|
|
3,001 |
|
|
|
25,010 |
|
|
|
50,020 |
|
|
|
600,000 |
|
Paul Levesque |
|
2/24/14 |
|
|
33,000 |
|
|
275,000 |
|
|
|
550,000 |
|
|
|
1,501 |
|
|
|
12,505 |
|
|
|
25,010 |
|
|
|
300,000 |
|
Kevin Dunn |
|
2/24/14 |
|
|
59,400 |
|
|
495,000 |
|
|
|
990,000 |
|
|
|
3,001 |
|
|
|
25,010 |
|
|
|
50,020 |
|
|
|
600,000 |
|
Michael J. Luisi |
|
2/24/14 |
|
|
36,000 |
|
|
459,470 |
(4) |
|
|
759,470 |
(4) |
|
|
2,377 |
|
|
|
19,812 |
|
|
|
39,624 |
|
|
|
475,300 |
|
____________________
(1) |
|
The
amounts shown in column (c) reflect the generally applicable minimum
payment level under the Companys 2014 management incentive plan
administered under the 2007 Omnibus Incentive Plan which is twelve percent
(12%) of the target amount shown in column (d) (this assumes threshold of
OIBDA test is met and all other performance measures are below
thresholds). Actual minimums can be lower due to a restricted bonus pool
available to the Company as a whole or due to the exercise of negative
discretion. The amount shown in column (e) is 200% of the individuals
target, which was the maximum payment under the bonus plan. |
|
|
|
(2) |
|
The
amounts shown in column (f) reflect the number of performance units that
would be earned (subject to vesting) if the Company had met the threshold
level of the OBIDA performance criteria and performed below its minimum
for the other two performance criteria in 2014 which would result in a
minimum performance level equal to 60% of 20% of the target number of
shares shown in column (g). If the Company exceeds these thresholds, there
is an increase to 100% of the target units at 100% attainment of the OIBDA
and Revenue targets and a strategic goal score of five out of ten, which
is reflected in column (g). Above those targets, the units increase up to
a maximum possible grant under the plan of 200% of target units. This
maximum number is shown in column (h). For 2014, the Company achieved a
score of six out of ten on its strategic objectives and met the related
revenue threshold, achieved 92% of its OBIDA funding factor and 83% of its
Revenue funding factor. Accordingly, 103% of the target stock awards were
earned, subject to vesting in three equal annual instalments beginning
July 2015. To the named executive officers, this totaled as follows: Mr.
Barrios 25,761 shares; Mr. Levesque 12,880; Mr. Dunn 25,761 shares;
and Mr. Luisi 20,407 shares. |
|
(3) |
|
Reflects
the full grant date fair value under FASB ASC Topic 718 of grants of stock
units and is based upon the probable outcome of such conditions on the
date of grant. The amounts are consistent with the estimate of aggregate
compensation cost to be recognized over the service period determined as
of the grant date under FASB ASC Topic 718, excluding the effect of
estimated forfeitures, and correspond with the 2014 stock award values in
the Summary Compensation Table. See Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table for more
information about our restricted and performance stock units. For
additional disclosure on assumptions made in the valuation of these
awards, see Note 17 Stock-based Compensation to our Consolidated
Financial Statements. |
|
(4) |
|
Includes
$159,470 paid under Mr. Luisis WWE Studios bonus described in Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based Awards
Table. |
26
Narrative Disclosure to
Summary Compensation Table and Grants of Plan-Based Awards Table
The Summary Compensation
Table and Grants of Plan-Based Awards Table above provide certain information
regarding compensation of our named executive officers. This narrative provides
additional explanatory information regarding compensation of our named executive
officers and should be read in conjunction with those tables.
Employment and
Booking Agreements.
Vincent K. McMahon. We have an
amended and restated employment agreement with Mr. McMahon. This employment
agreement has a term ending December 31, 2015, but automatically extends for
successive one-year periods unless either party gives notice of non-extension at
least 180 days prior to the expiration date. Under his employment agreement, Mr.
McMahon is entitled to salary in the initial annual amount of $1,100,000,
subject to increase in the discretion of the Compensation Committee (the
Compensation Committee increased Mr. McMahons salary most recently to
$1,250,000 in respect of 2015), and is entitled to participate in the Companys
incentive bonus plan with an annual target bonus of 100% of salary.
In the event we terminate
Mr. McMahons employment other than for cause (as defined in his employment
agreement) or if he terminates his employment for good reason (as defined)
within the two-year period following a change in control (as defined), we are
obligated to pay to Mr. McMahon compensation and benefits that are accrued but
unpaid as of the date of termination, plus a payment equal to two times his base
salary and, assuming the Company meets its minimum (threshold) performance
targets for the year in which the termination occurs, two times his target bonus
for that year. Payment of severance is conditioned on Mr. McMahons release of
any claims against the Company and its affiliates. Mr. McMahon will also
continue his health, accident, and life insurance benefit plan participation for
a two-year period following such termination, unless he obtains substantially
similar coverage with a new employer. The Company does not provide Mr. McMahon a
tax gross up -- under his employment agreement, if any severance pay or benefits
would constitute a parachute payment, the Company would reduce such payments
to Mr. McMahon to the extent required so that they do not subject Mr. McMahon to
excise taxes and such payments shall be deductible by the Company, unless the
full parachute payments would result in a greater net benefit to Mr. McMahon
after he pays all related excise taxes.
If Mr. McMahon dies or
becomes disabled (as defined in the agreement) during the term of his agreement,
or if we terminate Mr. McMahons employment for cause or if he resigns other
than for good reason following a change in control, we are obligated to pay him
(or his estate, as applicable) compensation and benefits accrued but unpaid as
of the date of termination. The agreement also contains confidentiality
covenants and covenants that, among other things, grant to the Company
intellectual property ownership in his ideas, inventions and performances and
prohibit him from competing with the Company and its affiliates in professional
wrestling and our other core businesses during employment and for one year after
termination. The agreement allows Mr. McMahon and members of his immediate
family to use the Companys aircraft for personal travel when it is not being
used for business purposes. Personal use of the jet is paid for by Mr. McMahon
so that no incremental cost is incurred by the Company.
Paul Levesque.
Since he joined the Company as a
performer in 1995, we have had a booking agreement with Mr. Levesque under which
he is one of our top talent as an independent contractor. Under his current
booking agreement, Mr. Levesque is entitled to a minimum guaranteed annual
payment of $1,000,000 which the Company recoups from all payments under the
agreement including pay for performing in live and televised events and
royalties for merchandise sold utilizing Mr. Levesques name and/or likeness.
Mr. Levesque has out-earned this minimum guarantee in each of the past several
years. The agreement currently runs until March 30, 2016.
27
Michael Luisi. The
Company has an employment agreement with Michael Luisi pursuant to which he receives a minimum salary of $577,500 (his
current salary is $624,000). He is entitled to participate in the Companys MIP with a target of 50% of base salary and
entitled to participate in the Companys performance stock unit plan. He was entitled to reimbursement for relocating
to California in 2013, $322,464 of which reimbursement occurred in 2014 and a cash payment of $21,525 in connection with
such relocation, all of which is included in the Summary Compensation Table. Under a 2014 amendment to his employment
agreement, beginning in 2015 (in respect of calendar 2014), Mr. Luisi will be entitled to receive a revised studios
incentive bonus equal to ten percent (10%) of the difference obtained by subtracting (x) Studios selling, general and
administrative expense for a year from (y) the ultimate profits projected for films acquired, financed or produced for which
principal photography was completed during his employment, in each case so long as that difference is greater than ten
percent (10%) of the ultimate profit of those films in that year. Thereafter for ten years, appropriate upward or downward
adjustments will be made to reflect changes in the ultimate profits of such films. In the event Mr. Luisi is terminated by
the Company without cause, the bonuses will continue for two years (followed by adjustments up or down for ten (10) years)
for all films for which principal photography was completed during his employment and released in the year preceding the
bonus. This bonus program will be administered under the Companys 2007 Omnibus Incentive Plan beginning in 2015 (it
was executed too late in 2014 to be administered under the plan). In the event he resigns, Mr. Luisi is entitled to a bonus
for a calendar year only if his employment continued until after the end of that calendar year. Previously, Mr. Luisi was
entitled to a bonus of between six and twelve percent of Studios OIBDA (operating income before depreciation and
amortization), subject to the achievement of minimum performance targets. In addition to any bonus noted above, in the
event he is terminated by the Company without cause, or he is constructively terminated as described in his agreement, Mr.
Luisi is entitled to continued salary and health benefits for one year and a pro-rated MIP bonus (if such termination
occurs on or after July 1 of the year). The Agreement includes standard obligations on the part of Mr. Luisi relating to
nondisclosure, intellectual property and non-solicitation of Company employees.
Other Agreements and
Programs. While we generally attempt to avoid entering into
employment agreements with our other executives, we have severance arrangements
with many of our executive officers including our named executive officers,
which provide for a specified period of severance (and, in certain instances,
the vesting of equity beyond what is required by the plan) in the event of an
involuntary termination of employment without cause. The Company also has a
severance plan for all eligible employees (generally full-time employees and
part-time employees who regularly work in excess of 30-hour weeks and, in either
case, have at least one year of employment with the Company) which provides for
severance in the case of involuntary termination of employment without cause,
ranging, depending on length of service, from a minimum of four (4) weeks to a
maximum of one year. The employee is also entitled to a prorated bonus for the
year of termination, at rates to be determined at the time of termination, if
his or her termination occurs after July 1 of the year. Employee health
insurance is also provided during the severance period. This policy covers any
executive officers who do not have individual severance agreements. The Company
believes that these severance provisions are necessary for the Company to
attract and retain high caliber employees.
Performance and
Restricted Stock Units.
Under the terms of our Restricted
Stock Unit Agreements, dividends accrue at the same rate as are paid on our
shares of Class A common stock. In the case of performance stock units,
dividends begin to accrue after the performance test has been met. This ensures
that, to the extent shares are not earned due to a performance shortfall, no
dividends will be paid on the units. Dividend accruals vest at the same time as
the vesting of the restricted or performance stock units on which they accrue.
Stock units generally vest over three years (assuming, in the case of
performance units, that the performance test has been met), however the units
have a double trigger accelerated vesting provision so that in the event of a
change of control, if the employee is terminated without cause or terminates his
or her employment as a result of a decrease in base salary, a change in
responsibility or reporting structure or a change in employment location of more
than 25 miles, such vesting is accelerated.
28
Management Incentive
Plan. Our management incentive plan is administered
under the 2007 Omnibus Incentive Plan and provides for incentive cash bonuses to
be made annually based upon Company-wide and individual performance. The plan
provides guidelines for the calculation of bonuses subject to Compensation
Committee oversight and approval. For 2014, participants bonuses were based on
two components, individual performance and Company performance. The participant
had to meet threshold targets for both components in order to receive any bonus
under the management incentive plan. Individual performance was scored based on
many factors, such as competency, creativity, leadership and communication, with
scores in each area and a final score, summarizing such factors, of between 0
and 5 and a threshold of 2.5. At the beginning of 2014, the Compensation
Committee set a Company-wide performance target for Revenues, OIBDA and a series
of strategic objectives relating to the Companys brand strength and growth
initiatives, all as described above in the Compensation Discussion and
Analysis. As an additional performance requirement, the strategic objectives
funding factor was deemed met only if the Company achieved net revenues in
excess of $400 million for the year. Bonuses paid under the management incentive
plan to named executive officers is included in the Summary Compensation Table.
Outstanding Equity
Awards at December 31, 2014
|
|
Stock
Awards |
Name(a) |
|
Number of
Shares or Units of Stock
That Have Not Vested
(#)(g) |
|
Market Value
of Shares or Units
of Stock That Have
Not Vested
($)(h) |
Vincent K. McMahon |
|
|
0 |
|
|
|
|
0 |
|
|
George A. Barrios |
|
|
76,065 |
(1) |
|
|
|
938,642 |
(2) |
|
Paul
Levesque |
|
|
12,880 |
(1) |
|
|
|
158,939 |
(2) |
|
Kevin Dunn |
|
|
92,312 |
(1) |
|
|
|
1,139,130 |
(2) |
|
Michael J. Luisi |
|
|
62,598 |
(1) |
|
|
|
772,459 |
(2) |
|
____________________
(1) |
|
Includes
dividends that have accrued (at a non-preferential rate) as additional
units but were not vested at December 31, 2014. Performance stock units
vest in installments on or about July 20 of 2015, 2016 and 2017. Includes
shares underlying 2014 annual grant of performance share units earned in
2014 at 103% of target. |
|
|
|
(2) |
|
These
amounts are calculated by multiplying the closing price of the Companys
Common Stock of $12.34 on December 31, 2014, the last trading day in 2014,
by the number of unvested stock units on that
day. |
29
Stock Vested during
2014
|
|
Stock
Awards |
|
|
Number |
|
|
|
|
|
of Shares |
|
Value |
|
|
Acquired on |
|
Realized |
|
|
Vesting |
|
on Vesting |
Name
(a) |
|
(#)(d)(1) |
|
($)(e) |
Vincent K. McMahon |
|
0 |
|
|
0 |
|
George A. Barrios |
|
47,072 |
|
|
590,754 |
(2) |
Paul Levesque |
|
0 |
|
|
0 |
(2) |
Kevin Dunn |
|
60,675 |
|
|
761,469 |
(2) |
Michael J. Luisi |
|
48,151 |
(3) |
|
685,270 |
(3) |
____________________
(1) |
The number of shares
acquired on vesting reflects the gross number of shares that vested,
including shares withheld by the Company to cover the withholding tax
payable upon such vesting. |
(2) |
The amounts are
calculated by multiplying the number of shares vested by $12.55, the
closing price on the trading day immediately preceding their vesting (July
18, 2014). |
(3) |
Of these
shares, 9,875 vested on January 23, 2014 with a closing price for the
shares on that date of $20.75. All other shares vested on July 18, 2014
and are valued under footnote 2 above. |
30
Potential Payments Upon
Termination or Change in Control.
Certain agreements with our
named executive officers provide for severance and/or accelerated vesting of
equity in the event of an involuntary termination without cause or a termination
following a change in control. The Company also has a severance plan for all
eligible employees (generally full-time employees and part-time employees who
regularly work in excess of 30-hour weeks and, in either case, have at least one
year of employment with the Company) which provides for severance in the case of
involuntary termination of employment without cause, ranging, depending on title
and length of service, from a minimum of four (4) weeks to a maximum of one
year. The employee is also entitled to a prorated bonus for the year of
termination, at rates to be determined, if his or her termination occurs after
July 1 of the year. Employee health insurance is also provided during the
severance period. Under the terms of our Performance and Restricted Stock Unit
Agreements, in the event that, within 24 months after a change of control, as
defined in the agreement, an employee is terminated without cause or terminates
his or her employment as a result of a decrease in base salary, a change in
responsibility or reporting structure or a change in employment location of more
than 25 miles (Constructive Termination), such stock units and accrued
dividend units will vest at the target level. The following is a quantification
of such provisions, assuming hypothetically that the triggering event took place
on the last business day of 2014 with the closing price per share of the
Companys Common Stock on that date of $12.34. All amounts are in dollars
payable in a lump sum, except where noted.
|
|
|
|
|
|
|
Constructive |
|
|
|
|
|
|
|
Termination |
|
|
|
|
Involuntary |
|
Following |
|
|
Executive Benefit |
|
Not For Cause |
|
Change in |
|
|
and Payments |
|
Termination |
|
Control |
Name |
|
Upon
Separation |
|
($) |
|
($) |
Vincent K. McMahon |
|
Compensation: |
|
|
|
|
|
|
|
|
Salary |
|
2,369,000 |
(1) |
|
2,369,000 |
(1) |
|
|
Bonus |
|
2,369,000 |
(1)(2) |
|
2,369,000 |
(1)(2) |
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive |
|
|
|
|
|
|
|
|
Compensation: |
|
|
|
|
|
|
|
|
Accelerated Vesting of |
|
|
|
|
|
|
|
|
Stock
Units |
|
0 |
|
|
0 |
|
|
|
Continuation of health, |
|
|
|
|
|
|
|
|
accident and life insurance |
|
23,038 |
(3) |
|
23,038 |
(3) |
|
|
Total: |
|
4,761,038 |
|
|
4,761,038 |
|
|
George A. Barrios |
|
Compensation: |
|
|
|
|
|
|
|
|
Salary |
|
700,000 |
(4) |
|
0 |
|
|
|
Bonus |
|
420,000 |
(2) |
|
0 |
|
|
|
|
Long-Term Incentive |
|
|
|
|
|
|
|
|
Compensation: |
|
|
|
|
|
|
|
|
Accelerated Vesting of |
|
|
|
|
|
|
|
|
Stock
Units |
|
0 |
|
|
929,387 |
|
|
|
Continuation of health, |
|
|
|
|
|
|
|
|
accident and life insurance |
|
36,814 |
(3) |
|
0 |
|
|
|
Total: |
|
1,156,814 |
|
|
929,387 |
|
31
|
|
|
|
|
|
|
Constructive |
|
|
|
|
|
|
|
Termination |
|
|
|
|
Involuntary |
|
Following |
|
|
Executive Benefit |
|
Not For Cause |
|
Change in |
|
|
and Payments |
|
Termination |
|
Control |
Name |
|
Upon Separation |
|
($) |
|
($) |
Paul
Levesque |
|
Compensation: |
|
|
|
|
|
|
|
|
Salary |
|
550,000 |
(4) |
|
0 |
|
|
|
Bonus |
|
225,000 |
(2) |
|
0 |
|
|
|
|
|
Long-Term Incentive |
|
|
|
|
|
|
|
|
Compensation: |
|
|
|
|
|
|
|
|
Accelerated Vesting
of |
|
|
|
|
|
|
|
|
Stock Units |
|
0 |
|
|
154,312 |
|
|
|
Continuation of health, |
|
|
|
|
|
|
|
|
accident and life insurance |
|
36,814 |
(3) |
|
0 |
|
|
|
Total: |
|
811,814 |
|
|
154,312 |
|
|
|
Kevin
Dunn |
|
Compensation: |
|
|
|
|
|
|
|
|
Salary |
|
825,000 |
(4) |
|
0 |
|
|
|
Bonus |
|
495,000 |
(2) |
|
0 |
|
|
|
|
|
Long-Term Incentive |
|
|
|
|
|
|
|
|
Compensation: |
|
|
|
|
|
|
|
|
Accelerated Vesting
of |
|
|
|
|
|
|
|
|
Stock Units |
|
0 |
|
|
1,129,870 |
|
|
|
Continuation of health, |
|
|
|
|
|
|
|
|
accident and life insurance |
|
36,814 |
(3) |
|
0 |
|
|
|
Total: |
|
1,356,814 |
|
|
1,129,870 |
|
|
|
Michael J. Luisi |
|
Compensation: |
|
|
|
|
|
|
|
|
Salary |
|
600,000 |
(4) |
|
0 |
|
|
|
Bonus |
|
459,470 |
(5) |
|
0 |
|
|
|
|
|
Long-Term Incentive |
|
|
|
|
|
|
|
|
Compensation: |
|
|
|
|
|
|
|
|
Accelerated Vesting
of |
|
|
|
|
|
|
|
|
Stock Units |
|
|
|
|
765,111 |
|
|
|
Continuation of health, |
|
|
|
|
|
|
|
|
accident and life insurance |
|
36,814 |
(3) |
|
0 |
|
|
|
Total: |
|
1,268,158 |
|
|
1,996,455 |
|
____________________
(1) |
Includes voluntary
resignation for good reason. Under his employment agreements, Mr. McMahon
is required to maintain the confidentiality of Company information
indefinitely after his termination and has a one-year non-compete
covenant. |
(2) |
The Company met its
minimum (threshold) performance targets under our MIP for 2014. Otherwise,
this number would have been $0. |
(3) |
Estimate based on current
rates and premiums for the Company under the Consolidated Omnibus
Reconciliation Act (COBRA). |
(4) |
Payable
over severance period. |
32
(5) |
$159,470 of this
amount is a bonus tied to the results of our Studios Division and the
films released in a year, which would be unknowable at the time of any
actual separation. For these purposes, we have included the actual bonus
to be paid in respect of 2014 and reflected in the Summary Compensation
Table. For the remaining $300,000, this is included because the Company
met its minimum (threshold) performance targets under our MIP for 2014.
Otherwise, this portion of the amount would have been
$0. |
Equity Compensation Plan
Information
The
following table sets forth certain information with respect to securities
authorized for issuance under equity compensation plans as of December 31,
2014.
|
|
Number of securities |
|
|
|
Number of securities
remaining |
|
|
to be issued upon |
|
Weighted-average |
|
available for future
issuance |
|
|
exercise of
outstanding |
|
exercise price of |
|
under equity
compensation |
|
|
options, warrants |
|
outstanding options, |
|
plans (excluding
securities |
|
|
and rights |
|
warrants and rights |
|
reflected in column
(a)) |
Plan Category |
|
(a) |
|
(b) |
|
(c) |
Equity compensation plans approved by |
|
|
|
|
|
|
|
|
|
|
security
holders: |
|
|
|
|
|
|
|
|
|
|
2012 Employee Stock Purchase
Plan |
|
|
0 |
|
|
N/A |
|
|
1,817,044 |
|
2007 Omnibus Incentive Plan |
|
|
|
|
|
|
|
|
|
|
Performance and Restricted |
|
|
|
|
|
|
|
|
|
|
stock units |
|
|
852,988 |
|
|
N/A |
|
|
2,358,157 |
|
Equity compensation plans not
approved |
|
|
|
|
|
|
|
|
|
|
by
security holders |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
Total |
|
|
852,988 |
|
|
|
|
|
4,175,201 |
|
Director Compensation for
2014
We pay our non-employee Directors a retainer at an annual rate of
$85,000, payable in equal quarterly installments in arrears. In addition, we pay
our Audit and Compensation Committee Chairs an annual fee of $12,000, and our
Governance & Nominating Committee Chair an annual fee of $8,000, in each
case payable in equal quarterly installments in arrears. Non-employee Directors
also receive a fee of $1,500 for each Board meeting that they attend in person
and a fee of $500 for each Board meeting in which they participate by telephone.
They receive a fee of $1,500 for each Committee meeting they attend, whether in
person or telephonically. Fifty percent of a Directors retainer is paid in
unrestricted shares of our Class A common stock and, at the election of the
Director, the remaining 50% of such retainer, together with all chair and
meeting fees, may be paid either in such shares or in cash. All Directors
receive reimbursement of expenses incurred in connection with participation in
our Board and Committee meetings. Management Directors do not receive additional
compensation for their services as a Director. This compensation is reviewed
every other year. In its last review, in October 2014, the Compensation
Committee recommended against raising this compensation, and that recommendation
was followed by the full Board. Effective February 1, 2015, the Company entered
into Indemnification Agreements with outside directors. The Companys Charter
and By-laws provide for indemnification of officers and directors to the fullest
extent allowed by applicable law, so these agreements did not add additional
indemnity obligations to the Company but rather put certain timelines and
procedures in place for decisions relating to indemnification.
33
The
following table sets forth the components of total compensation earned during
2014 by our non-employee Directors.
|
|
|
|
|
Stock |
|
|
|
|
|
Fees Earned or |
|
Awards |
|
Total |
Name
(a) |
|
Paid in
Cash |
|
($)(c) |
|
($)(h) |
Stuart U. Goldfarb |
|
46,404 |
|
|
42,500 |
(1) |
|
88,904 |
|
Patricia A. Gottesman |
|
49,404 |
|
|
42,500 |
(1) |
|
91,904 |
|
David Kenin |
|
58,391 |
|
|
42,500 |
(1) |
|
100,891 |
|
Laureen Ong |
|
24,758 |
(2) |
|
21,250 |
(1)(2) |
|
46,008 |
(3) |
Joseph H. Perkins |
|
55,404 |
|
|
42,500 |
(1) |
|
97,904 |
|
Robyn W. Peterson |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
(4) |
Frank A. Riddick, III |
|
64,399 |
|
|
42,500 |
(1) |
|
106,899 |
|
Jeffrey R. Speed |
|
61,404 |
|
|
42,500 |
(1) |
|
103,904 |
|
____________________
(1) |
Represents the aggregate
grant date fair value under FASB ASC Topic 718. See Security Ownership of
Certain Beneficial Owners and Management for a description of the number
of shares of our Class A common stock owned by each of our
Directors. |
(2) |
Ms. Ong joined our Board
in July 2014. |
(3) |
Mr. Peterson joined
our Board in February 2015. |
Certain Relationships and
Related Transactions
Stephanie McMahon is the daughter of Vincent McMahon, and Paul Levesque
is her husband. Both Stephanie McMahon and Paul Levesque are executive officers
and directors of the Company and are nominated for election to the Board of
Directors at the upcoming Annual Meeting. Each is a performer for the Company.
These executives receive compensation in their capacities as employees and as
independent contractor performers for the Company including participating in
talent royalties for certain Company products bearing his or her name and/or
likeness. Each has a booking contract with the Company. Ms. McMahons total
compensation in 2014 in all these capacities was approximately $1,462,575. Mr.
Levesques compensation is detailed in the Summary Compensation Table. While,
under its charter, the Audit Committee is responsible for reviewing and
approving related party transactions, which the Company defines as those
required to be disclosed by applicable SEC regulations, the Audit Committee does
not review the retention of Stephanie McMahon or Paul Levesque each year, nor
does it approve their levels of compensation. Instead, as to levels of their
compensation as employees, the Audit Committee relies on the approval procedures
of the Compensation Committee. Their pay as performers is negotiated by the
Companys Chairman/Chief Executive Officer, the Companys Talent Relations
Department and/or the Companys film studio, as applicable. The Audit Committee
believes this oversight to be consistent with relevant industry expertise and
good business practice. While no written policies exist, the Audit Committee
believes it would apply a standard of reasonable business practices to any other
related party transactions.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our Directors, executive
officers, and persons who own more than 10% of our common stock to file reports
of their ownership and changes in ownership of our common stock with the SEC.
Based on information available to us during 2014, we believe that all Section
16(a) filings were made timely.
34
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth
certain information known to us with respect to beneficial ownership of our
Common Stock as of March 2, 2015 by (1) each stockholder known by us to be the
beneficial owner of more than five percent of either Class A common stock or
Class B common stock; (2) each of the Directors and named executive officers;
and (3) the Directors and executive officers as a group. Unless otherwise
indicated, the address of each stockholder listed in the table below is 1241
East Main Street, Stamford, Connecticut 06902.
|
|
|
|
Amount and Nature |
|
|
|
|
|
|
|
|
of Beneficial |
|
|
|
|
Title of Class |
|
Name and Address of Beneficial
Owner |
|
Ownership |
|
% of
Class |
Class B(1) |
|
Vincent K. McMahon |
|
|
39,272,641 |
(2) |
|
|
|
92.8 |
|
Class B(1) |
|
Linda E. McMahon |
|
|
6,515,809 |
(3) |
|
|
|
15.4 |
|
Class B(1) |
|
Stephanie McMahon |
|
|
2,511,071 |
(4) |
|
|
|
5.9 |
|
Class A |
|
Lindsell Train Limited(5) |
|
|
3,825,500 |
|
|
|
|
11.5 |
|
|
|
Cayzer House |
|
|
|
|
|
|
|
|
|
|
|
30
Buckingham Gate |
|
|
|
|
|
|
|
|
|
|
|
London SW1E6NN UK |
|
|
|
|
|
|
|
|
|
Class A |
|
Eminence Capital, LP(6) |
|
|
3,239,502 |
|
|
|
|
9.7 |
|
|
|
65
East 55th Street, 25th Floor |
|
|
|
|
|
|
|
|
|
|
|
New
York, NY 10022 |
|
|
|
|
|
|
|
|
|
Class A |
|
Morgan Stanley(7) |
|
|
2,254,264 |
|
|
|
|
6.8 |
|
|
|
1585
Broadway |
|
|
|
|
|
|
|
|
|
|
|
New
York, NY 10036 |
|
|
|
|
|
|
|
|
|
Class A |
|
Thompson, Siegel & Walmsley
LLC(8) |
|
|
1,888,761 |
|
|
|
|
5.7 |
|
|
|
6806
Paragon PL, Ste 300 |
|
|
|
|
|
|
|
|
|
|
|
Richmond, VA 23230 |
|
|
|
|
|
|
|
|
|
Class A |
|
Pinnacle Associates, Ltd.(9) |
|
|
1,818,845 |
|
|
|
|
5.5 |
|
|
|
335
Madison Ave, Ste 1100 |
|
|
|
|
|
|
|
|
|
|
|
New
York, NY 10017 |
|
|
|
|
|
|
|
|
|
Class A |
|
BlackRock, Inc.(10) |
|
|
1,789,853 |
|
|
|
|
5.4 |
|
|
|
55
East 52nd Street |
|
|
|
|
|
|
|
|
|
|
|
New
York, NY 10022 |
|
|
|
|
|
|
|
|
|
Class A |
|
George A. Barrios |
|
|
153,907 |
|
|
|
|
* |
|
Class A |
|
Kevin Dunn |
|
|
137,050 |
|
|
|
|
* |
|
Class A |
|
Paul
Levesque |
|
|
50,764 |
(11) |
|
|
|
* |
|
Class A |
|
Michael J. Luisi |
|
|
30,000 |
|
|
|
|
* |
|
Class A |
|
Stuart U. Goldfarb |
|
|
12,419 |
|
|
|
|
* |
|
Class A |
|
Patricia A. Gottesman |
|
|
13,388 |
|
|
|
|
* |
|
Class A |
|
David Kenin |
|
|
24,747 |
|
|
|
|
* |
|
Class A |
|
Laureen Ong |
|
|
771 |
|
|
|
|
* |
|
Class A |
|
Joseph H. Perkins |
|
|
12,073 |
|
|
|
|
* |
|
Class A |
|
Robyn W. Peterson |
|
|
0 |
|
|
|
|
* |
|
Class A |
|
Frank A. Riddick, III |
|
|
24,749 |
|
|
|
|
* |
|
Class A |
|
Jeffrey R. Speed |
|
|
21,624 |
|
|
|
|
* |
|
Class A and Class B(12) |
|
All
Executive Officers and Directors as a |
|
|
42,360,089 |
|
|
|
|
56.1 |
|
|
|
(Group (18 Persons) |
|
|
|
|
|
|
|
|
|
____________________
* Less than one percent.
35
(1) |
Class B common stock is
fully convertible into Class A common stock, on a one-for-one basis, at
any time at the election of the holder. The two classes are entitled to
equal per share dividends and distributions and vote together as a class
with each share of Class B entitled to ten votes and each share of Class A
entitled to one vote, except when separate class voting is required by
applicable law. If any shares of Class B common stock are beneficially
owned by any person other than Vincent McMahon or his wife, Linda McMahon,
any descendant of either of them, any entity which is wholly owned and is
controlled by any combination of such persons or any trust, all the
beneficiaries of which are any combination of such persons, each of those
shares will automatically convert into shares of Class A common stock.
Assuming hypothetically that all shares of Class B were converted into
Class A, the only five percent stockholders would be Mr. McMahon, with 52%
of the Class A common stock, and Linda McMahon, with 8.6% of the Class A
common stock. |
(2) |
Excludes 566,670 shares
of Class B common stock and 100 Shares of Class A common stock owned by
Mr. McMahons wife, Linda McMahon. Includes 5,949,039 shares held by the
Vincent K. McMahon 2013 Irrev. Trust U/A dated 12/5/13 (the 2013 GRAT)
over which Mr. McMahon has unilateral power to sell. Due to her ability to
vote and sell shares held by the 2013 GRAT, its 5,949,039 shares are also
reported as beneficially owned by Linda McMahon in the table
above. |
(3) |
Includes 566,670 shares
of Class B and 100 shares of Class A held directly by Mrs. McMahon and
5,949,039 shares of Class B common stock held by the 2013 GRAT over which
Mrs. McMahon has sole voting power and unilateral power to sell. Due to
his ability to sell shares held by the 2013 GRAT, its 5,949,039 shares are
also reported as beneficially owned by Mr. McMahon in the table
above. |
(4) |
Includes (i) 51,945
shares of Class A common stock held by Ms. McMahon; (ii) 609,733 shares of
Class B common stock held by the Stephanie McMahon Levesque Trust U/A
Vincent K. McMahon Irrevocable Trust, dated June 24, 2004 (the 2004
Trust); and (iii) 1,849,393 shares of Class B common stock held by the
Stephanie McMahon Levesque Trust u/a Vincent K. McMahon Irrev. Trust dtd.
12/23/2008 (the 2008 Trust). Ms. McMahon is the sole beneficiary of the
2004 Trust and a beneficiary of the 2008 Trust. She has sole voting and
investment power over the shares held by the 2004 Trust and has sole
investment power over the shares held by the 2008 Trust. Excludes shares
held by Paul Levesque, Ms. McMahons husband. |
(5) |
The amount shown is
derived from an Amended Schedule 13G, filed February 11, 2015. Lindsell
Train Ltd, (Lindsell) is an investment adviser with power to dispose of
these shares and shared power to vote 2,985,500 of the shares. Messrs.
Michael James Lindsell and Nicholas John Train each owns a significant
membership interest in Lindsell and therefore may be deemed to control
shares held by Lindsell. |
(6) |
The amount shown is
derived from an Amended Schedule 13G, filed February 17, 2015. Eminence
Capital, LP is a management company to several Eminence funds owning
shares, and Eminence GP, LLC, is the general partner or manager of certain
partnerships and master funds owning shares, and each therefore may be
deemed to have voting and dispositive power over those shares. Ricky C.
Sandler is CEO of Eminence Capital, LP and may be deemed to have voting
and dispositive power over the shares. |
(7) |
The amount shown is
derived from an Amended Schedule 13G, filed February 5, 2015. Morgan
Stanley is a parent holding company of Morgan Stanley Capital Services
LLC. |
(8) |
The amount shown is
derived from a Schedule 13G, filed February 6, 2015. Thompson, Siegel
& Walmsley LLC is an investor adviser with sole power to vote
1,218,520 and shared power to vote 670,241 and sole power to dispose of
all shares. |
(9) |
The amount shown is
derived from a Schedule 13G, filed February 17, 2015. Pinnacle Associates,
Ltd. is an investment adviser with shared voting and dispositive power
over the shares. |
(10) |
The amount shown is
derived from a Schedule 13G, filed February 3, 2015. BlackRock, Inc. is a
parent holding company with sole power to vote 1,726,998 of the shares and
sole power to dispose of all of the shares. |
(11) |
Excludes shares held by
Stephanie McMahon, Mr. Levesques wife. |
(12) |
Assumes
hypothetically that all shares of Class B common stock have been converted
into Class A common stock. |
36
PROPOSAL 2RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The
Board of Directors has recommended that the stockholders ratify the Audit
Committees appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for the year ending December 31, 2015.
Deloitte & Touche LLP has audited our consolidated financial statements
since 1984. Although ratification of this selection is not legally required, the
Board of Directors believes that it is appropriate for the stockholders to
ratify such action as a matter of good corporate governance. If the stockholders
do not ratify the selection of Deloitte & Touche LLP, the Audit Committee
will reconsider their appointment as our independent registered public
accounting firm. We expect that a representative of Deloitte & Touche LLP
will be present at the Annual Meeting, will have an opportunity to make a
statement if he or she wishes and will be available to respond to appropriate
questions.
Independent Auditors
Fees
The
following table presents fees for professional audit services rendered by
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and
their respective affiliates (collectively, Deloitte & Touche) for the
audit of our financial statements for calendar years 2014 and 2013, and fees for
other services rendered by Deloitte & Touche during those
periods.
|
|
2014 |
|
2013 |
Audit Fees (a) |
|
$ |
1,315,002 |
|
$ |
1,171,140 |
Audit-Related Fees (b) |
|
|
0 |
|
|
37,500 |
Tax
Fees (c) |
|
|
0 |
|
|
0 |
All
Other Fees (d) |
|
|
137,199 |
|
|
0 |
Total |
|
$ |
1,452,201 |
|
$ |
1,208,640 |
____________________
(a) |
Audit Fees were for the audit of the
Companys annual financial statements, reviews of the Companys quarterly
financial statements and other services related to SEC matters including
attestation of managements assessment of internal control over financial
reporting as required by Section 404 of the Sarbanes-Oxley Act of
2002. |
(b) |
Audit-Related Fees were for certain
financial due diligence procedures relating to potential business
partners. |
(c) |
No fees were incurred for tax compliance,
tax advice or tax planning during 2014 or 2013. |
(d) |
All Other Fees were
for advisory services relating to a system implementation as well as a
technology security assessment. |
The
Audit Committee has adopted policies and procedures for pre-approving all
non-audit work performed by Deloitte & Touche. In general, the provision of
such services must be compatible with the maintenance of that firms
independence in the conduct of its auditing functions. The Audit Committee
annually reviews and pre-approves services on a list of generally pre-approved
services, subject to projected dollar fees, and the Committee is updated from
time to time at regularly scheduled meetings as to the actual fees vis-à-vis
these projections. All of the services provided by Deloitte & Touche in the
table above were pre-approved by the Audit Committee. If additional services are
identified throughout the year, they are taken to the Audit Committees Chair
for pre-approval. The Audit Committee Chair is designated to pre-approve them,
reporting such pre-approval to the entire Audit Committee at its next meeting,
unless such services have projected fees in excess of $25,000, in which case
they are to be pre-approved by the entire Audit Committee.
37
Audit Committee
Report
The
primary purpose of the Audit Committee is to assist the Board in monitoring the
integrity of our financial statements, our independent auditors qualifications
and independence, the performance of our independent auditors and our compliance
with legal and regulatory requirements. The Board, in its business judgment, has
determined that all members of the Committee are independent, as required by
applicable listing standards of the New York Stock Exchange and applicable
regulations of the SEC. The Audit Committee operates pursuant to a charter, a
copy of which is available on the Companys website (corporate.
wwe.com/governance/board.jsp).
Management is responsible for the preparation, presentation and integrity
of the Companys financial statements, accounting and financial reporting
principles and internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations. The independent
auditors were responsible for performing an independent audit of the
consolidated financial statements in accordance with generally accepted auditing
standards.
In
performing its oversight role, the Audit Committee has, among other things
covered in its charter, reviewed and discussed the audited financial statements
with management and the independent auditors. The Audit Committee has also
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 16, Communication with Audit Committees, and Rule 2-07, Communication with Audit
Committees, of Regulation S-X. The Committee has received the written
disclosures and the letter from the independent auditors required by applicable
requirements of the Public Accounting Oversight Board regarding the independent
auditors communications with the Audit Committee concerning independence. The
Audit Committee has also considered whether the provision of non-audit services
by the independent auditors is compatible with maintaining the auditors
independence and has discussed with the auditors their independence.
Based on the reports and discussions described in this Report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to in this Report and in the charter, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Annual Report on Form 10-K for the fiscal year ended December 31,
2014.
While the members of the Audit Committee meet the independence, financial
experience and other qualification requirements of the New York Stock Exchange
and applicable securities laws, they are not professionally engaged in the
practice of auditing or accounting. Members of the Committee rely without
independent verification on the information provided to them and on the
representations made by management and the independent auditors. Accordingly,
the Audit Committees oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committees considerations, efforts and discussions
referred to above do not assure that the audit of the Companys financial
statements has been carried out in accordance with generally accepted auditing
standards, that the financial statements are presented in accordance with
generally accepted accounting principles or that Deloitte and Touche LLP is in
fact independent.
The Audit
Committee
Frank A. Riddick,
III, Chair
Stuart U. Goldfarb
Jeffrey R. Speed
38
PROPOSAL 3ADVISORY VOTE
TO APPROVE EXECUTIVE COMPENSATION
Our
stockholders voted in 2011, in a non-binding vote, in favor of the submission of
the Companys executive compensation annually to our stockholders on a
non-binding basis, and our Board has adopted that approach. In accordance with
an amendment to the Exchange Act adopted by Congress as part of the Dodd-Frank
Act, we are including in this proxy statement a non-binding vote to approve the
compensation for our named executive officers. As an advisory vote, this
proposal is not binding upon the Company. However, the Compensation Committee,
which is responsible for designing and administering the Companys executive
compensation program, values the opinions expressed by stockholders and will
continue to consider the outcome of the vote when making future compensation
decisions for named executive officers.
As
required by SEC compensation disclosure rules, we have described our executive
compensation program in the Executive Compensation section of this proxy
statement (which disclosure includes the Compensation Discussion and Analysis,
the compensation tables and the narrative disclosures that accompany the
compensation tables).
The
Companys goal for its executive compensation program is to attract, motivate
and retain a talented and creative team of executives who will provide
leadership for the Company, driving success across our numerous competitive
revenue streams. The Company seeks to accomplish this goal in a way that rewards
performance while remaining aligned with the Companys stockholders long-term
interests rather than rewarding inappropriate risk taking. The Company believes
that its executive compensation program satisfies this goal.
Our
Board of Directors strongly endorses the Companys executive compensation
program and recommends that stockholders vote in favor of the following
resolution:
RESOLVED, that the
compensation paid to the Companys named executive officers, as disclosed in
this proxy statement pursuant to the compensation disclosure rules of the
Securities and Exchange Commission, which disclosure shall include the
Compensation Discussion and Analysis section and the related compensation
tables and narrative disclosures, is hereby APPROVED.
STOCKHOLDER PROPOSALS FOR
2016 ANNUAL MEETING
Stockholder proposals for inclusion in our proxy materials for our 2016
Annual Meeting must be received at the Companys principal executive offices,
1241 East Main Street, Stamford, CT 06902 Attention: Corporate Secretary on or
before November 13, 2015. Under our By-laws, any stockholder proposal received
after that date will be considered timely for purposes of the 2016 Annual
Meeting only if the stockholder provides our Corporate Secretary notice of the
proposal no earlier than January 21, 2016, and not later than February 23, 2016;
provided that if the 2016 Annual Meeting is held on or before April 7, 2016, our
Corporate Secretary must receive a stockholders notice no later than the close
of business on the fifth business day following the day on which we make a
public announcement of the meeting date.
39
HOUSEHOLDING OF PROXY
MATERIALS
The SEC has adopted rules that
permit companies and intermediaries such as brokers to satisfy delivery
requirements for proxy materials with respect to two or more stockholders
sharing the same address by delivering a single set of proxy materials addressed
to those stockholders. This process, which is commonly referred to as
householding, potentially provides extra convenience for stockholders and cost
savings for companies. The Company and some brokers household proxy materials,
delivering a single proxy statement or Notice to multiple stockholders sharing
an address unless contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker or us that they or
we will be householding materials to your address, householding will continue
until you are notified otherwise or until you revoke your consent. If, at any
time, you no longer wish to participate in householding and would prefer to
receive a separate set of proxy materials or if you are receiving multiple
copies of the proxy materials and wish to receive only one, please notify your
broker if your shares are held in a brokerage account or us if you hold
registered shares. You can notify us by sending a written request to WWE, 1241
East Main Street, Stamford, CT 06902, Attention: Corporate Secretary or by
telephoning a request to our Corporate Secretary at (203) 352-8600.
OTHER
MATTERS
The Board of Directors knows
of no other matters to present at the Annual Meeting. If any other matter is
properly brought before the Annual Meeting, the persons named as proxies will
exercise their discretionary authority to vote on such matters in accordance
with their best judgment. A copy
of the 2014 Annual Report (which includes our Form 10-K for the year) is
available on the website that is accessible as provided in the Notice. A copy is
being sent with this Proxy Statement to all stockholders who requested them as
provided in the Notice. Our Annual Report on Form 10-K for the year ended
December 31, 2014 is also available on our website at
corporate.wwe.com/documents/2014_10-K.pdf. We will also mail a copy of the Form
10-K to each record and beneficial owner of our securities without charge upon
written request to us at 1241 East Main Street, Stamford, CT 06902; Attention:
Corporate Secretary. To register for electronic delivery for future mailings,
you can go to proxyvote.com.
By
Order of the Board of Directors,
Vincent K.
McMahon Chairman and
Chief Executive Officer |
40
WORLD WRESTLING ENTERTAINMENT,
INC.
1241 EAST MAIN STREET
STAMFORD, CT 06902
ATTN: INVESTOR RELATIONS
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to
transmit your voting instructions and for electronic delivery of information up
until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC DELIVERY Of FUTURE PROXY
MATERIALS
If you would like to reduce the
costs incurred by our company in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE -
1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in hand
when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS: |
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M85019-P60951 |
KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS
PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED. |
WORLD WRESTLING ENTERTAINMENT,
INC. |
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For All |
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Withhold All |
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For All Except |
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To withhold authority
to vote for any individual nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below. |
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The Board of Directors recommends you vote
FOR the following: |
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1. |
Election of
Directors |
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Nominees: |
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01) |
Vincent K. McMahon |
06) |
Laureen Ong |
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02) |
Stephanie McMahon Levesque |
07) |
Joseph H. Perkins |
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03) |
Paul
Levesque |
08) |
Robyn W. Peterson |
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04) |
Stuart U. Goldfarb |
09) |
Frank A. Riddick, III |
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05) |
Patricia A. Gottesman |
10) |
Jeffrey R. Speed |
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The Board of Directors recommends you vote
FOR the following proposals: |
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For |
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Against |
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Abstain |
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2. |
Ratification of Deloitte & Touche LLP as our Independent
Registered Public Accounting Firm. |
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☐ |
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☐ |
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3. |
Advisory vote to approve Executive Compensation. |
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☐ |
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NOTE:
Such other business as may properly come before the meeting or
any adjournment thereof. |
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For address changes and/or
comments, please check this box and write them |
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☐ |
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on the back where indicated. |
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Please indicate if you plan to attend this
meeting. |
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☐ |
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☐ |
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Yes |
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No |
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Please sign exactly as name
appears hereon. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. |
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Signature [PLEASE SIGN WITHIN BOX]
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Date |
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Signature (Joint Owners) |
Date |
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Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report
are available at www.proxyvote.com.
PROXY/VOTING INSTRUCTION CARD
WORLD WRESTLING ENTERTAINMENT,
INC.
ANNUAL MEETING TO BE
HELD ON APRIL 23, 2015 AT 10:00 A.M. EASTERN TIME
FOR HOLDERS AS OF FEBRUARY
27, 2015
This proxy is solicited
on behalf of the Board of Directors
By signing this card, I
(we) hereby authorize GEORGE A. BARRIOS and MICHAEL WEITZ, or either of them,
each with full power to appoint his substitute, to vote as Proxy for me (us) at
WWE's Annual Meeting of Stockholders to be held at Hilton Stamford Hotel, One First Stamford Place, Stamford Connecticut
06902, on Thursday, April 23, 2015 at 10:00 a.m., Eastern Time, or any
adjournment thereof, the number of shares which I (we) would be entitled to vote
if personally present. The proxies shall vote subject to the directions
indicated on the reverse side of this card and proxies are authorized to vote in
their discretion upon such other business as may properly come before the
meeting and any adjournments thereof.
By signing this card, I
(we) instruct the proxies to vote as the Board of Directors recommends where I
(we) do not specify a choice.
Address Changes/Comments:
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(If you
noted any Address Changes/Comments above, please mark corresponding box
on the reverse side.)
Continued and to be
signed on reverse side
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