WWE filed the following with the SEC:
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, Vincent K. McMahon resigned from all positions held with the Company on July 22, 2022 (the “Effective Date”). Mr. McMahon remains a stockholder with a controlling interest. His roles as an executive officer since that date have been assumed among four individuals, each of whom was already an executive officer of the Company: Stephanie McMahon-Levesque, Chairwoman and Co-CEO; Nick Khan, Co-CEO; Frank A. Riddick, III, Chief Financial Officer and Chief Administrative Officer; and Paul Levesque, Chief Content Officer.
Effective September 2, 2022, Mr. Riddick was promoted to President; he will continue in his role as Chief Financial Officer.
Due to these changes, the Company’s Compensation and Human Capital Committee determined on August 31, 2022 that it is appropriate to provide certain enhancements to the compensation of Ms. McMahon and Messrs. Khan, Riddick and Levesque as described below:
| 1. | Changes in Base Salary. |
As of the Effective Date, (i) Ms. McMahon’s annual base salary increased from $730,000 to $1.35 million. Ms. McMahon will continue to receive payments including, without limitation, the $750,000 guaranteed minimum under her booking agreement, as amended, which is listed as an exhibit (and incorporated by reference) to our Annual Report on Form 10-K/A filed with the SEC on August 16, 2022; (ii) Mr. Khan’s annual base salary increased from $1.2 million to $1.35 million; (iii) Mr. Riddick’s annual base salary increased from $850,000 to $950,000; and (iv) Mr. Levesque’s annual base salary increased from $730,000 to $900,000. Mr. Levesque will continue to receive payments including, without limitation, the $1.0 million guaranteed minimum under his booking agreement, as amended, which is listed as an exhibit and incorporated by reference) to our Annual Report on Form 10-K/A filed with the SEC on August 16, 2022.
| 2. | Changes in Annual Target Bonus Opportunity under the Company’s 2016 Omnibus Incentive Plan. |
The following annual target bonus opportunities (as a percentage of annual base salary) were established. As disclosed from time to time in our annual proxy statements, these are target opportunities only and actual bonuses paid may be above or below these amounts based on, among other factors, the Company’s performance vis-à-vis performance metrics established by the Compensation and Human Capital Committee: (i) Ms. McMahon: 160%; (ii) Mr. Khan: 160%; (iii) Mr. Riddick: 125%; and (iv) Mr. Levesque: 100%. In respect of annual bonuses to be paid for 2022 to each of Ms. McMahon, Mr. Khan, Mr. Riddick and Mr. Levesque, the percentage changes will be prorated from the Effective Date.