Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2020, the Board of Directors ("Board") of World Wrestling
Entertainment, Inc. (the "Company") increased the size of the Board from 11 to
12 members and elected Erika Nardini to fill the vacancy created by the increase
in Board size. Ms. Nardini has not currently been appointed to any committee of
the Board. The Board determined that Ms. Nardini satisfies the independence
requirements of applicable New York Stock Exchange and Securities and Exchange
Commission rules.
There are no arrangements or understandings with any person pursuant to which
Ms. Nardini was elected as a director of the Company. In addition, there have
been no transactions directly or indirectly involving Ms. Nardini that would be
required to be disclosed pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934.
Ms. Nardini will be entitled to the Company's normal Board retainer for
non-management directors, prorated for the portion of the year served.
The Company will also enter into an Indemnification Agreement with Ms. Nardini
in the same form that the Company has entered into with its other non-management
directors. The Indemnification Agreement supplements and clarifies existing
indemnification provisions of the Company's Certificate of Incorporation and
Bylaws and, in general, provides for indemnification to the fullest extent
permitted by law, subject to the terms and conditions provided for in the
Indemnification Agreement.
The foregoing description of the Indemnification Agreement is qualified in its
entirety by reference to the full text of the form of Indemnification Agreement
incorporated by reference herein as Exhibit 10.1.
Item 7.01Regulation FD Disclosure.
On October 5, 2020, the Company issued a press release announcing the election
of Ms. Nardini to the Board, as described under Item 5.02, above. A copy of the
press release is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
10.1 Form of Indemnification Agreement entered into between the Company and its
independent Directors (incorporated by reference to Exhibit 10.13 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2014).
99.1 Press Release dated October 5, 2020.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
?
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses