WWE Special Committee Investigation Wraps, WWE Remains Worried Vince McMahon's Departure May Hurt Them Creatively, Backstage Talk on Vince's Future, More

The Special Committee investigation into allegations of misconduct against former WWE Chairman & CEO Vince McMahon and former WWE Talent Relations head John Laurinaitis is now complete.

WWE says the Special Committee investigation “could result in a material adverse effect on our financial performance,” and that McMahon’s resignation “could adversely affect our ability to create popular characters and creative storylines or could otherwise adversely affect our operating results.”

WWE President & Chief Financial Officer Frank A. Riddick stated during today’s Q3 2022 earnings call that the investigation initiated earlier this year is now over. You can click here for the call recap, or click here for the earnings report.

While Riddick did not name Laurinaitis, he said the investigation into McMahon and another former executive has been completed, and the committee formed to conduct the investigation has been disbanded.

It was noted that the WWE Board of Directors is working with management to implement the recommendations made by the committee. Riddick stated that they expect to take on additional costs related to the investigation going forward. He also reiterated how McMahon has agreed to pay all reasonable costs related to the investigation, that are not covered by insurance.

WWE also addressed the Special Committee investigation during a new SEC filing related to the earnings report, with comments related to litigation, and then a lengthy statement on the investigation, McMahon, and his resignation.

In a portion of the filing relating to lawsuits, WWE included the following comments:

“As previously announced, a Special Committee of independent members of the Company’s Board of Directors (the “Special Committee”) was formed to investigate alleged misconduct by the Company’s former Chairman and Chief Executive Officer, Vincent K. McMahon. Mr. McMahon resigned from all positions held with the Company on July 22, 2022 but remains a stockholder with a controlling interest. Although the Special Committee investigation is now complete, the Company has received, and may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas or demands arising from, related to, or in connection with these matters.”

The SEC filing also included the following statement:

“The Company’s recent Special Committee investigation could result in a material adverse effect on our financial performance.

On June 17, 2022, the Company and its Board of Directors announced that a special committee of independent members of our Board of Directors (the “Special Committee”) was formed to investigate alleged misconduct by the Company’s former Chairman and Chief Executive Officer, Vincent K. McMahon. Mr. McMahon resigned from all positions held with the Company on July 22, 2022 but remains a stockholder with a controlling interest. On July 25, 2022, based on the findings of the Special Committee investigation, the Company announced that it had determined that certain payments that Mr. McMahon agreed to make during the period from 2006 through 2022 (including amounts paid and payable in the future totaling $14.6 million) were not appropriately recorded as expenses in the Company’s Consolidated Financial Statements. The Company subsequently identified two additional payments totaling $5.0 million, unrelated to the alleged misconduct by Mr. McMahon that led to the Special Committee investigation, that Mr. McMahon made in 2007 and 2009 that were not appropriately recorded as expenses in the Company’s Consolidated Financial Statements. Together, these unrecorded expenses total $19.6 million (the “Unrecorded Expenses”). All payments underlying the Unrecorded Expenses were or will be paid by Mr. McMahon personally. The Company has determined that, while the amount of Unrecorded Expenses was not material in any individual period in which the Unrecorded Expenses arose, the aggregate amount of Unrecorded Expenses would be material if recorded entirely in the second quarter of 2022. Accordingly, the Company revised its previously issued financial statements to record the Unrecorded Expenses in the applicable periods for the years ended December 31, 2019, 2020 and 2021, as well as the first quarter of 2021 and 2022. In light of the Unrecorded Expenses and related facts, the Company has concluded that its internal control over financial reporting was not effective as a result of one or more material weaknesses. Although the Special Committee investigation is now complete, the Company has also received, and may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas or demands arising from, related to, or in connection with these matters. Professional costs resulting from the Special Committee’s investigation have been significant and are expected to continue to be significant as we continue to incur litigation costs relating to these regulatory, investigative and enforcement inquiries, subpoenas and demands. Although we believe that no significant business has been lost to date, it is possible that a change in the perceptions of our business partners could occur as a result of the investigation. In addition, as a result of the investigation, certain operational changes, including without limitation personnel changes, have occurred and may continue to occur in the future. Any or all of these impacts based on the findings of the investigation and related matters and the surrounding circumstances could exacerbate the other risks described herein and directly or indirectly have a material adverse effect on our operations and/or financial performance.

The resignation of Vincent K. McMahon could adversely affect our ability to create popular characters and creative storylines or could otherwise adversely affect our operating results.

Until he resigned from all positions held with the Company on July 22, 2022, in addition to serving as Chairman of our Board of Directors and Chief Executive Officer, Mr. McMahon led the creative team that develops the storylines and the characters for our programming (including our television, WWE Network and other programming) and live events. On July 22, 2022, the Board appointed Stephanie McMahon, at that time Chief Brand Officer, interim Chief Executive Officer, interim Chairwoman and a director of the Company, and Nick Khan, at that time President, Chief Revenue Officer and a director of the Company, to serve as the Company’s co-Chief Executive Officers. The Board has also appointed Stephanie McMahon to serve as the Company’s Chairwoman. Furthermore, in the wake of Mr. McMahon’s departure, our creative effort will be led by Paul Levesque, the Company’s Executive Vice President, Talent Relations and Creative and Ms. McMahon’s husband, who has decades of experience in our Company and has been an important player in all aspects of our creative process, including television, talent and live events. Although Mr. Levesque has extensive practical experience with many of our revenue streams and, with Ms. McMahon, has been critically involved in our business transformation over the past several years as well as our continuing brand development, these collective changes at the top of our organization are extensive”

These are similar to the comments made in a SEC filing from August.

The line, “Mr. McMahon can effectively exercise control over our affairs,” led to some speculation on McMahon possibly returning to work for the company. A WWE spokesperson said McMahon is “done, done,” and will not be returning to the roles that were filled a few months back following his retirement, according to Fightful Select.

It was noted that another WWE higher-up pointed to how the company morale from the last few months has been the highest they’ve seen it more than a decade since they’ve been around. Another longtime WWE employee said that while they initially had reservations, hesitations and fears regarding Vince’s departure and a potential quick return, that’s no longer the case. The source went as far as to say that everyone in charge realizes that a return would be a major step back for WWE, and that today’s filing instilled even more confidence in those that thought McMahon leaving would be a blow to the company.

As we’ve noted, it was initially revealed on Wednesday, June 15 that WWE’s Board of Directors had been investigating then-Chairman & CEO Vince over the “secret $3 million settlement” he made to a former paralegal that was hired in 2019. Then-Talent Relations head Laurinaitis was also being investigated for his involvement, and it was revealed that the Board had been looking into other instances with former female employees as well. It was then announced on Friday, June 17 that Stephanie McMahon returned from her leave of absence to act as the Interim CEO & Interim Chairwoman after Vince voluntarily stepped away from his Chairman & CEO corporate duties, while still continuing his creative responsibilities, at least at that time. It was then revealed on Monday, June 20 that Bruce Prichard, WWE’s Senior Vice President and RAW/SmackDown Executive Producer, was working as the Interim Senior Vice President of Talent Relations, filling in for Laurinaitis during the investigation. It was then revealed on Friday, July 8, that McMahon agreed to pay more than $12 million in “hush money” to four women, including a former wrestler, as another round of allegations were made public. Prichard is no longer working the interim role as WWE announced on July 22 that Triple H is the new WWE Executive Vice President of Talent Relations. Vince’s retirement was announced hours after Triple H’s new role was announced, and Vince was the first to confirm that Stephanie is the new Chairwoman & Co-CEO, along with Co-CEO Nick Khan. Laurinaitis was also confirmed to be gone from the company. WWE announced on July 25 that Triple H is also the new head of creative, and his title was upgraded to WWE Chief Content Officer. There have also been additional promotions and corporate changes since then. WWE also announced on July 25 that previous financial statements were being revised due to “certain unrecorded expenses” by Vince, in the amount of $14.6 million, which are the payouts to various women. WWE noted then that Vince was personally re-paying the amount. It was also revealed on July 25 that the federal government is investigating the McMahon payouts. It was then revealed on August 9 that another $5 million in payments was made by McMahon, and he will be paying that money back to the company like the previous payments. You can find full details at the links below, including statements from Vince and Stephanie, full details on the anonymous e-mails that led to the investigations, the “hush money” pacts, and more.

Stay tuned to WrestlingHeadlines.com for more. Below are links to some of our recent reports on the McMahon – Laurinaitis situation:

FULL COVERAGE OF THE VINCE MCMAHON – JOHN LAURINAITIS ALLEGATIONS AND FALLOUT:

– WWE Says Vince McMahon’s Departure May Hurt the Company Creatively and Financially

– WWE Reveals $5 Million More In Payments Made By Vince McMahon

– Backstage Updates on WWE and John Laurinaitis, WWE’s Board of Directors Investigation

– Linda McMahon Comments on Vince McMahon’s WWE Retirement After Being Pressed By Reporter

– Vince McMahon WWE Stock Update, Vince’s WWE Ownership, Linda McMahon Note

– Wrestlers Interested In Working for WWE Again, Backstage Talk on Triple H and Stephanie McMahon, More

– New Interesting Backstage Talk on How Vince McMahon Was During Creative Meetings and Live TV Production

– USA Network Looks Ahead to Big WWE Changes, USA on Fan Reactions to Triple H Taking Over Creative

– Top WWE Stars Jab at Vince McMahon’s Retirement on RAW

– What Triple H Promised to WWE Talents In Pre-RAW Backstage Meeting, More Backstage Notes