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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
World Wrestling Federation Entertainment, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
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[LOGO]
1241 East Main Street
Stamford, Connecticut 06902
To our Stockholders: August 21, 2000
We are pleased to invite you to attend the first annual meeting of
stockholders of World Wrestling Federation Entertainment, Inc. which will be
held at 10:00 a.m., local time, on September 22, 2000, at WWF New York, 1501
Broadway, New York, New York 10036. The business to be conducted is described in
the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement.
Your vote is important. Whether or not you expect to attend, your shares
should be represented. Therefore, we urge you to complete, sign, date and
promptly return the enclosed proxy. If you attend the meeting and wish to vote
in person, you will have the opportunity to do so, even if you have already
returned your proxy.
On behalf of the Board of Directors, we would like to express our
appreciation for your continued interest in our Company.
Sincerely,
/s/ Vincent K. McMahon
Vincent K. McMahon
Chairman
/s/ Linda E. McMahon
Linda E. McMahon
Chief Executive Officer
IF YOU PLAN TO ATTEND:
Please note that space limitations make it necessary to admit only
stockholders to the meeting. Admission to the meeting will be on a first-come,
first-served basis. Registration will begin at 8:30 a.m. and seating will begin
at 9:30 a.m. Each stockholder may be asked to present valid picture
identification, such as a driver's license or passport. Stockholders holding
stock in brokerage accounts ("street name" holders) must bring a copy of a
brokerage statement reflecting stock ownership as of the record date. Cameras,
recording devices and other electronic devices will not be permitted at the
meeting.
<PAGE>
[LOGO]
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
-----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held September 22, 2000
To the Stockholders of World Wrestling Federation Entertainment, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of World
Wrestling Federation Entertainment, Inc., a Delaware corporation, will be held
at WWF New York, 1501 Broadway, New York, New York 10036, on September 22, 2000,
at 10:00 a.m. local time, for the following purposes, as described in the
attached Proxy Statement:
1. to elect seven Directors to serve for the ensuing year and until their
successors are elected; and
2. to ratify the selection of Deloitte & Touche LLP as our independent
auditors for the fiscal year ending April 30, 2001.
We have fixed the close of business on July 28, 2000 as the record date for
the determination of stockholders entitled to notice of and to vote at our
Annual Meeting and at any adjournment or postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Linda E. McMahon
Linda E. McMahon
Chief Executive Officer and Secretary
Stamford, Connecticut
August 21, 2000
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IMPORTANT
Whether or not you plan to attend the meeting in person, you are urged to sign
and date the enclosed proxy card and return it promptly in the envelope provided
so that your stock may be represented at the meeting.
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<PAGE>
[LOGO]
PROXY STATEMENT
Annual Meeting of Stockholders
Friday, September 22, 2000
The enclosed proxy is solicited on behalf of the Board of Directors of
World Wrestling Federation Entertainment, Inc. in connection with our Annual
Meeting of Stockholders to be held on Friday, September 22, 2000, at 10:00 a.m.
local time (the "Annual Meeting"), or any adjournment or postponement of this
meeting. The Annual Meeting will be held at WWF New York, 1501 Broadway, New
York, New York 10036. We intend to mail this proxy statement and accompanying
proxy card on or about August 21, 2000, to each stockholder entitled to vote at
our Annual Meeting.
We will pay all costs of this proxy solicitation. Directors, officers or
other employees of ours may also solicit proxies in person or by mail, telephone
or telecopy.
Only holders of record of our Class A Common Stock and Class B Common Stock
at the close of business on July 28, 2000, will be entitled to notice of and to
vote at our Annual Meeting. At the close of business on July 28, 2000,
16,170,384 shares of Class A Common Stock and 56,667,000 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".
At the meeting, abstentions will have the same effect as negative votes.
Broker non-votes will be counted towards a quorum, but not counted for any
purpose in determining whether a matter has been approved. A majority of the
outstanding shares of Common Stock, present in person or represented by proxy,
constitutes a quorum for the transaction of business at the Annual Meeting.
Our nominees for election to the Board will be elected by plurality vote. A
majority of the shares present and entitled to vote will be required to ratify
the selection of Deloitte & Touche LLP as our independent auditors. The Board of
Directors recommends that you vote FOR each of our nominees and FOR ratification
of our independent auditors.
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If you sign the proxy accompanying this Proxy Statement, you have the power
to revoke it before the Annual Meeting or at the Annual Meeting. You may revoke
a proxy by mailing us a letter which we receive prior to the Annual Meeting
stating that the proxy is revoked, by signing a subsequent proxy presented at
the Annual Meeting, or by attending our Annual Meeting and voting in person.
PROPOSAL 1 - ELECTION OF DIRECTORS
Stockholders will elect seven Directors at our Annual Meeting, each to
serve until the next Annual Meeting of Stockholders or 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 seven nominees listed below, unless
otherwise instructed in the Proxy. Each nominee is now 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 for
the remaining nominees and, if there is one, for another person duly nominated
by our Board of Directors.
Directors and Executive Officers
All four current executive officers and three non-employee Directors are
nominees for election.
Vincent K. McMahon, 54, co-founder of our Company, has served as Chairman of the
Board of Directors and the board of directors of our predecessor entities since
1980. He is Chairman of the Executive Committee.
Linda E. McMahon, 51, co-founder of our Company, has served as our Chief
Executive Officer since May 1997, and was President from May 1993 through June
2000. She is a Director and a member of the Executive Committee.
Lowell P. Weicker, Jr., 69, has been a Director since 1999 and is Chairman of
the Compensation Committee and a member of the Audit Committee. Mr. Weicker
served as Governor of the State of Connecticut from 1991 to 1995. He served as a
United States Senator representing the State of Connecticut from 1970 to 1988.
Mr. Weicker also serves as a director of Compuware Corporation, Fonda Group,
HPSC, Inc., Phoenix Mutual Funds, and UST Inc.
David Kenin, 59, has been a Director since 1999 and is Chairman of the Audit
Committee and a member of the Compensation Committee. Mr. Kenin is currently
serving as Chairman of Sports Prize Entertainment, and is the former President
of CBS Sports and the former Executive Vice President of USA Networks.
Joseph Perkins, 65, has been a Director since 1999 and is a member of the Audit
and Compensation Committees. Mr. Perkins was a pioneer in the television
syndication of
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wrestling matches starting more than forty years ago. He is President of
Communications Consultants, Inc.
Stuart C. Snyder, 41, has been President and Chief Operating Officer since June
2000. He is a Director and a member of the Executive Committee. Mr. Snyder was
President of USA Home Entertainment prior to joining our Company. From 1996 to
1999, he was President and Chief Operating Officer of Feld Entertainment. Prior
to that, Mr. Snyder spent 13 years in the motion picture/home entertainment
industry with Turner Broadcasting Systems, Live Home Video/Carolco Pictures and
MGM/UA in senior executive positions.
August J. Liguori, 48, has served as Executive Vice President, Chief Financial
Officer and Treasurer since September 1998. Mr. Liguori has been a Director
since July 1999, and is a member of the Executive Committee. Prior to that, he
was Chief Financial Officer of Marvel Entertainment Group, Inc. since 1996. From
1986 to 1996, he was employed by Atari Corporation, serving as Chief Financial
Officer and a member of the board of directors and executive committee from 1991
to 1996.
Committees of the Board of Directors
The Board has standing Audit, Compensation and Executive Committees.
The Audit Committee acts as liaison between the Board and the independent
auditors and annually recommends to the Board the appointment of the independent
auditors. The Audit Committee reviews with the independent auditors the planning
and scope of the audits of the financial statements, the results of those audits
and the adequacy of internal accounting controls, and monitors other corporate
and financial policies.
The Compensation Committee approves compensation arrangements for senior
management, approves and recommends to the Board of Directors the adoption of
any compensation plans in which officers and Directors are eligible to
participate, and grants options and other benefits under these plans.
The Executive Committee has all of the powers of the Board of Directors
(other than as prohibited under the Delaware General Corporation Law) in between
meetings of the Board of Directors. The Executive Committee is required to
report at any regular or special meeting of the Board of Directors on any
matters considered or acts taken by the Executive Committee since the prior
meeting of the Board.
We have no nominating committee or other committee of the Board performing
a similar function.
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Meetings of the Board and Committees
Since our initial public offering in October 1999, there have been four
meetings of the Board of Directors, one meeting of the Audit Committee, one
meeting of the Compensation Committee, and no meetings of the Executive
Committee. All Directors attended at least 75% of the aggregate number of
meetings of the Board and committees on which he or she served.
Directors' Compensation
Each non-employee Director receives an annual fee of $25,000 and a fee of
$500 for each Board or committee meeting that he or she attends and
reimbursement of his or her related expenses. In addition, each non-employee
Director was granted options to purchase 25,000 shares of Class A Common Stock
at an exercise price of $17.00 per share. Directors who are employees of the
Company receive no compensation for serving on either the Board or any committee
of the Board.
EXECUTIVE COMPENSATION
The following table sets forth the components of the total compensation
earned during fiscal 1999 and 2000 by our Chairman of the Board, Chief Executive
Officer and Executive Vice President, Chief Financial Officer and Treasurer, who
were the only executive officers of the Company during Fiscal 2000. These people
are referred to as the "named executive officers."
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Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards
------------------- ------
Securities
Fiscal Underlying All Other
Name and Principal Position (1) Year Salary($) Bonus($) Options/SARs Compensation ($)
--------------------------- ---- --------- -------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Vincent K. McMahon, 2000 855,769 1,344,800 -- 49,504 (2)
Chairman 1999 250,000 -- -- 46,557 (2)
Linda E. McMahon, Chief 2000 642,307 995,262 -- 20,200 (3)
Executive Officer 1999 190,000 -- -- 1,549 (3)
August J. Liguori, Executive Vice 2000 350,000 651,800 300,000 20,200 (3)
President, Chief Financial Officer, 1999 227,500 50,000 -- 1,615 (3)
and Treasurer (4)
</TABLE>
--------------
(1) Stuart C. Snyder, our President and Chief Operating Officer, joined us in
June 2000. Since he was not employed with us during fiscal 2000, Mr. Snyder
is not included as a named executive officer.
(2) Includes payments on Mr. McMahon's behalf for additional medical insurance,
auto insurance and group term life insurance and the employer matching
contributions for our 401(k) plan and money purchase plan.
(3) Consists of employer matching contributions for our 401(k) plan and money
purchase plan.
(4) Mr. Liguori commenced employment with us on September 1, 1998.
Employment Agreements
We have employment agreements with each of Vincent K. McMahon, Linda E.
McMahon and August J. Liguori. Mr. McMahon's agreement is for a term of seven
years, and Mrs. McMahon's agreement is for a term of four years. Each agreement
will automatically extend for successive one-year periods unless either party
gives notice of non-extension at least 12 months, but no more than 18 months,
prior to the expiration date. Mr. McMahon's agreement provides for his
employment as our Chairman at a base salary of $1.0 million per year. Mrs.
McMahon's agreement provides for her employment as our Chief Executive Officer
at a base salary of $750,000 per year. Mr. and Mrs. McMahon are each entitled to
an annual bonus of up to 100% of base salary based upon the attainment of
performance goals and to participate in our various employee benefit plans and
programs. During the term of the employment agreements, the compensation
packages of each of Mr. and Mrs. McMahon will be reviewed no less frequently
than annually by the Board or Compensation Committee to determine whether or not
it should be increased or enhanced in light of the duties and responsibilities
of the executive.
Under the employment agreements with Mr. and Mrs. McMahon, in the event we
terminate either executive's employment other than for cause, death or
disability, or if the
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executive terminates his or her employment for good reason, or if the executive
terminates his or her employment for any reason within the 90-day period
beginning six months after the occurrence of a change in control, we are
obligated to pay to the executive compensation and benefits that are accrued but
unpaid at the date of termination, plus a lump sum cash amount equal to the
executive's base salary and bonus for the greater of the balance of the contract
term or two years and to continue his or her benefit plan participation for such
period. If Mr. or Mrs. McMahon dies during the term of his or her agreement, we
are obligated to pay to the executive's estate compensation and benefits that
are accrued but unpaid as of the date of the executive's death, plus a lump sum
amount equal to the amount of the executive's base salary and bonus for two
years. If we terminate Mr. or Mrs. McMahon's employment for cause, if either
executive resigns without good reason, or if either executive's employment is
terminated due the executive's disability, we are obligated to pay the executive
compensation and benefits accrued but unpaid as of the date of termination. If
either Mr. or Mrs. McMahon becomes subject to any change in control excise
taxes, we will be obligated to provide such executive a "gross-up" bonus
sufficient, on an after-tax basis, to cover any such excise taxes. The
employment agreements also contain confidentiality covenants and covenants that,
among other things, prohibit each executive from competing with us in
professional wrestling and our other core businesses during employment and for
one year after termination, unless the termination follows a change in control.
Mr. Liguori's employment agreement runs through August 31, 2001. Pursuant
to the agreement, Mr. Liguori is entitled to: (i) an annual base salary of
$350,000; (ii) bonus payments of at least $175,000 on or before June 1 of each
year; (iii) quarterly bonus payments of at least $150,000 until March 1, 2001;
and (iv) a payment on or before August 31, 2001 of $475,000 less any
discretionary bonuses previously paid to Mr. Liguori and less any contributions
made by us on Mr. Liguori's behalf to any 401(k) or profit sharing plan. Mr.
Liguori is entitled to reimbursement for reasonable expenses incurred in the
performance of his duties. We may terminate the agreement at any time for cause.
We may terminate the agreement without cause if we pay Mr. Liguori severance in
the amount of $83,333 multiplied by the number of months he was employed by us,
less amounts previously paid to him. After termination without cause, we must
also pay Mr. Liguori $29,166 per month for six months or until Mr. Liguori
secures other employment, whichever is shorter. If Mr. Liguori dies during the
term of his agreement, we are obligated to pay to his estate $83,333 for each
month Mr. Liguori was employed, less any amounts previously paid to him. If any
person (other than a member of the family of or heir of Mr. McMahon or Mrs.
McMahon) acquires control of the Company, Mr. Liguori will be entitled to
receive $3.0 million, less any amounts previously paid to him by us. The
agreement contains a confidentiality covenant and a covenant that prohibits Mr.
Liguori from competing with us in the professional wrestling business during his
employment and for one year after termination.
Stock Options
The following tables provide information on stock option grants to named
executive officers in the Summary Compensation Table during Fiscal 2000 and the
value of options at fiscal year end April 30, 2000.
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Option Grants
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stocks
Price Appreciation For
Individual Grants Option Term (1)
----------------------------------------------------------------------- ----------------------------------
Percent of Total
Number of Options Granted
Securities Under- to Employees in Exercise Price
lying Options Fiscal Year End --------------
Name Granted (#) 4/30/00 ($) Expiration Date 5% ($) 10% ($)
---- ----------- ------- --- --------------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
August J. Liguori 300,000 5.6% $17.00 10/19/09 $3,207,000 $8,127,000
</TABLE>
-----------------------------------
(1) At the end of the term of the options granted on October 19, 1999, the
projected price of a Common Share would be $27.69 at an assumed annual
appreciation rate of 5 percent and $44.09 at an assumed annual appreciation
rate of 10 percent.
Fiscal 2000 Year-End Option Values
<TABLE>
<CAPTION>
Value of Exercisable/Unexerciseable Options
Name Exercisable/Unexercisable at Fiscal Year End ($) (1)
---- ------------------------- --------------------------
<S> <C> <C>
August J. Liguori 0/300,000 0/$18,750
</TABLE>
---------------------------------
(1) The closing price of a share of Class A Common Stock on April 28, 2000 was
$17.0625.
Certain Relationships and Related Transactions
Mr. McMahon is the sole stockholder of Shane Productions, Inc., an
affiliated company which is not included in our consolidated financial
statements and which holds a 21% partnership interest in Titan/Shane
Partnership, in which we hold a 79% interest. Mr. McMahon is also the sole
stockholder of Shane Distribution Co., an affiliated company which is not
included in the financial statements. As of April 30, 2000, we had a receivable
from Shane Distribution Co. in the amount of approximately $377,000.
As of April 30, 2000, we had a receivable in the amount of approximately
$336,000 from a travel company with which we did business. Prior to its sale in
June 2000, this company was owned by Mrs. McMahon.
During Fiscal 2000, we made S corporation distributions of $67.5 million to
Mr. McMahon. On June 29, 1999, we made Subchapter S corporation distributions to
Mr. McMahon, who was at that time our sole stockholder, of cash in the amount of
$25.5 million and an unsecured note in the principal amount of $32.0 million
bearing interest at the rate of 5% per annum and payable
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on April 10, 2000. This note reflected the amount of estimated federal and state
income taxes payable by Mr. McMahon with respect to our earnings for fiscal 1999
and for the interim period from May 1, 1999 through September 30, 1999. As of
April 30, 2000, we had repaid this note in full together with an additional $8.4
million, which represented the revised estimated tax payments required by
applicable federal and state authorities through the date we became a Subchapter
C corporation. To the extent that the finalization of our tax returns for fiscal
years 1999 and/or 2000 results in our actual earnings through the date we became
a Subchapter C corporation exceeding those used in the calculation of the
estimated federal and state income taxes paid by Mr. McMahon, we may need to
make additional distributions in the form of cash or notes. On April 10, 2000,
in connection with the payment of the outstanding balance of the note payable to
Mr. McMahon, we paid approximately $1.1 million of interest on the $32.0 million
note payable.
We have a tax indemnification agreement with Mr. McMahon which provides
for, among other things, the indemnification of us by Mr. McMahon for any
federal and state income taxes, including interest and penalties, that we incur
if, for any reason, we are deemed to be a Subchapter C corporation during any
period for which we reported our taxable income as a Subchapter S corporation,
or if an adjustment to one or more of our tax returns for a C taxable year
results in a net increase in our taxable income in a C taxable year and a net
decrease in our taxable income in an S taxable year. We are required to
indemnify Mr. McMahon for any federal and state income taxes, including interest
and penalties, that Mr. McMahon or a trust he established may incur if an
adjustment to one or more of our tax returns for an S taxable year results in a
net increase in our taxable income in an S taxable year and a net decrease in
our taxable income in a C taxable year.
Mr. Joseph Perkins, a member our Board of Directors, provides consulting
services to us to assist in the syndication of our television programming.
During Fiscal 2000, we paid Mr. Perkins approximately $101,000. The arrangement
with Mr. Perkins currently provides for him to be paid less than $60,000
annually. We believe this arrangement is fair and comparable to that which we
could have obtained from an unrelated third party through an arms-length
transaction.
We have entered into a venture with a subsidiary of National Broadcasting
Company, Inc. ("NBC") to own, fund and operate a new professional football
league, the XFL. As part of the overall television coverage of the XFL, NBC will
broadcast XFL regular season and championship games. In June 2000, a subsidiary
of NBC purchased approximately 2.3 million shares of our Class A Common Stock
and entered into a registration rights agreement with us. Under this agreement,
among other things, we are required to register the shares under the Securities
Act of 1933 (the "33 Act") by December 15, 2000, and to maintain the
effectiveness of the registration until it is no longer required. We are
obligated to pay all expenses incident to the registration, offering and sale of
the shares, other than underwriting commissions, and to indemnify the
stockholder against certain civil liabilities, including liabilities under the
33 Act.
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<PAGE>
In April 2000, we agreed to enter into a strategic alliance with CBS and
its parent company Viacom Inc. ("Viacom/CBS") which is conditioned upon our
prevailing in certain litigation brought by USA Networks which currently airs
the programming. Under the alliance, effective with the television season
beginning in September 2000 and continuing through September 2005, certain of
our programming will be moved to cable networks owned by Viacom/CBS. In July
2000, Viacom/CBS purchased approximately 2.3 million shares of our Class A
Common Stock and entered into a registration rights agreement with us which is,
in substance, identical to the arrangement with NBC described above.
REPORT AND PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933 or the Securities Act of 1934 that
might incorporate future filings, in whole or in part, including our Annual
Report on Form 10-K for fiscal year ended April 30, 2000 and the Company's
currently effective Registration Statement on Form S-8, the following Report and
Performance Graph shall not be incorporated by reference into any such filings.
Report of the Compensation Committee on Executive Compensation
The primary goal of our Company's compensation program is to enable us to
attract, retain and reward executive officers and other key employees. As an
entertainment company, the talents of our creative and performing personnel are
integral to our success and, by extension, the return on investment of our
stockholders. Mr. McMahon, our Chairman, plays a unique role--he heads the team
that, among other functions, develops story lines, characters, and live events
and televised programming. In addition, Mr. McMahon and Linda McMahon, our Chief
Executive Officer, are performers in our live and televised events. We believe
that our continued growth -- which in Fiscal 2000 included the launch of our new
football league, the XFL; the opening of our New York City WWF themed
entertainment complex; the entering into of new strategic alliances with major
entertainment companies; and our initial public offering -- will result in a
continuing need for talent and managerial skills at the highest level.
With these precepts in mind, prior to the formation of the Committee,
agreements were entered into with Vince and Linda McMahon in connection with the
initial public offering and the conversion of the Company from a Subchapter S
corporation to a Subchapter C corporation. These agreements recognize the
importance of incentive compensation by providing that one-half of the
executive's pay is a bonus based on performance goals and objectives. The
Committee believes that the agreements with Mr. and Mrs. McMahon are appropriate
as to amount and mix of compensation, maintaining a high level of incentive
compensation. Accordingly, we believe that future compensation will be paid
under these employment agreements, and that compensation payable beyond what is
called for by the agreements will be made by the Committee only when we deem it
appropriate
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because of demonstrable changes in the Company's or an individual's performance.
In light of the extraordinary accomplishments of the Company and its management,
both quantitatively and qualitatively, during Fiscal 2000, the Committee
approved special bonuses to Mr. and Mrs. McMahon, in addition to the full bonus
payable under the employment agreements.
The Committee also approves grants of options under the Company's 1999
Long-Term Incentive Plan. This plan was implemented in connection with our
initial public offering and provides for the issuance of options to purchase up
to 10,000,050 shares. We believe that options are an excellent means by which to
align management interests with those of the Company's stockholders.
The Compensation Committee
--------------------------
Lowell P. Weicker, Jr., Chairman
David Kenin
Joseph Perkins
-----------------------------
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Performance Graph
Set forth below is a line graph comparing, for the period commencing
October 19, 1999 (the date our Class A Common Stock began trading) and ending
April 28, 2000, the cumulative total return on the Company's Class A Common
Stock against the cumulative total return of the Russell 2000 Index and the S&P
Entertainment Index, a published industry index. The graph assumes the
investment of $100 at the opening of trading on October 19, 1999 in our Class A
Common Stock, the Russell 2000 Index and the S&P Entertainment Index and the
reinvestment of all dividends.
[PERFORMANCE GRAPH]
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised of three non-employee Directors:
Messrs. Weicker, Kenin and Perkins. Mr. Perkins provides certain consulting
services to the Company. See "Certain Relationships and Related Transactions".
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information known to us with respect to
beneficial ownership of the Company's Common Stock as of July 28, 2000 by (1)
each stockholder known by the Company to be the beneficial owner of more than
five percent of either class; (2) each of the Directors and named executive
officers and (3) the Directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount of % of Class
Title of Class Name and Address of Beneficial Owner Beneficial Ownership (1)
-------------- ------------------------------------ -------------------- ----------
<S> <C> <C> <C>
Class B (1) Vincent K. McMahon (2) 56,100,330 99%
Class A General Electric Company (3) 2,307,692 14.27%
3135 Easton Turnpike
Fairfield, CT 06431
Class A Viacom Inc. (4) 2,307,692 14.27%
1515 Broadway
New York, New York 10036
Class A Wellington Management Company, LLP (5) 1,223,300 7.56%
75 State Street
Boston, Massachusetts 02109
Class A AXA Financial, Inc. (6) 920,900 5.69%
1290 Avenue of the Americas
New York, New York 10104
Class A Capital Group International, Inc. (7) 879,950 5.44%
Capital Guardian Trust Company
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Class B (1) Linda E. McMahon 566,670 (8) 1%
Class A Lowell P. Weicker, Jr. 2,000 *
Class A and All Executive Officers and Directors as a 56,669,000 77.8%
Class B (9) Group (7 persons)
</TABLE>
*Less than one percent.
-------------------
(1) Class B Common Stock is fully convertible into Class A Common Stock, on a
one-for-one basis, at any time at the option 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, at any time any shares of Class B
Common Stock are beneficially owned by any person other than Vincent
McMahon, Linda McMahon, any descendant of either of them, any entity
12
<PAGE>
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 stockholder would be Mr.
McMahon, who would beneficially own 77.0 percent of the Class A Common
Stock.
(2) Includes 15,385,709 shares of Class B Common Stock owned by The Vincent K.
McMahon Irrevocable Trust, for which Mr. McMahon acts as trustee with right
to vote and dispose of the shares. Excludes 566,670 shares of Class B
Common Stock owned by Mr. McMahon's wife, Linda McMahon, set forth in the
table opposite her name.
(3) The amount shown is derived from a Schedule 13G, dated June 22, 2000, filed
on behalf of General Electric Company and its direct and indirect
subsidiaries, National Broadcasting Company Holding, Inc., National
Broadcasting Company, Inc. and NBC-WWFE Holding, Inc. NBC-WWFE Holding,
Inc. is the record owner of these shares.
(4) The amount shown is derived from a Schedule 13G, dated July 28, 2000, filed
jointly on behalf of Viacom Inc. ("Viacom"), NAIRI, Inc. ("NAIRI"),
National Amusements, Inc. ("NAI") and Sumner M. Redstone. Approximately 68%
of Viacom's voting stock is owned by NAIRI, which in turn is a wholly-owned
subsidiary of NAI. Beneficial ownership is attributed to Mr. Redstone who
is the Chairman of the Board and the beneficial owner of the controlling
interest in NAI.
(5) The amount shown is derived from a Schedule 13G, dated February 10, 2000.
Wellington Management Company, LLP, in its capacity as investment advisor,
has clients who beneficially own 1,223,300 shares.
(6) The amount shown is derived from a Schedule 13G, dated February 10, 2000,
filed jointly on behalf of AXA Financial, Inc. (formerly known as The
Equitable Companies Incorporated); its parent AXA; and four French mutual
insurance companies (AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, AXA Conseil Vie Assurance Mutuelle and AXA Courtage Assurance
Mutuelle) which as a group control AXA. The shares are owned by the
following subsidiaries of AXA Financial, Inc: Alliance Capital Management
L.P., as an investment advisor, and Donaldson, Lufkin & Jenrette Securities
Corporation, as a broker-dealer and investment advisor.
(7) The amount shown is derived from a Schedule 13G dated February 10, 2000.
Capital Group International, Inc., is the parent holding company of a group
of investment management companies that hold investment power and, in some
cases, voting power over the securities. The investment management
companies include a bank and several investment advisors.
(8) Excludes 40,714,621 shares of Class B Common Stock owned by Mrs. McMahon's
husband, Vincent McMahon, and 15,385,709 shares of Class B Common Stock
owned by The Vincent K. McMahon Irrevocable Trust, set forth in the table
opposite Mr. McMahon's name.
(9) Assumes hypothetically that all shares of Class B Common Stock have been
converted into Class A Common Stock.
13
<PAGE>
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has recommended that the stockholders ratify its
appointment of Deloitte & Touche LLP as our independent auditors for the fiscal
year ending April 30, 2001. Deloitte & Touche LLP has audited our financial
statements since 1984. 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.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
We must receive stockholder proposals for the 2001 Annual Meeting on or
before May 25, 2001 in order to consider them for inclusion in the proxy
statement for the 2001 Annual Meeting. Under our By-laws, any stockholder
proposal received after that date will be considered timely for purposes of the
2001 Annual Meeting only if the stockholder provides our Secretary notice of the
proposal not earlier than June 24, 2001, and not later than July 24, 2001;
provided, that if the 2001 Annual Meeting is held on or before September 7,
2001, our Secretary must receive a stockholder's 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.
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 meeting, we will
vote it in accordance with our best judgment. A copy of the 2000 Annual Report
is being mailed with this Proxy Statement. A copy of our Annual Report on Form
10-K for the fiscal year ended April 30, 2000, including our consolidated
financial statements and a financial statement schedule, is available 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: Investor
Relations Department.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Linda E. McMahon
Linda E. McMahon
Chief Executive Officer and Secretary
August 21, 2000
<PAGE>
PROXY/VOTING INSTRUCTION CARD
This proxy is solicited on behalf of the Board of Directors of
World Wrestling Federation Entertainment, Inc.
for the Annual Meeting on September 22, 2000
By signing this card, I (we) hereby authorize AUGUST J. LIGUORI and EDWARD L.
KAUFMAN, or either of them each with full power to appoint his or her
substitute, to vote as Proxy for me (us) at the Annual Meeting of Stockholders
of World Wrestling Federation Entertainment, Inc. to be held at the WWF New
York, 1501 Broadway, New York, New York on Friday, September 22, 2000 at 10:00
a.m., or at any adjournment thereof, the number of shares which I (we) would be
entitled to vote if personally present. The proxies shall vote subject to
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.
(To Be Signed on Reverse Side)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
September 22, 2000
Please Detach and Mail in the Envelope provided
<TABLE>
<CAPTION>
A [X] Please mark your
votes as in this
example
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as indicated to vote for all nominees
to the contrary below) listed at right
<S> <C>
1. ELECTION OF
DIRECTORS [_] [_] Nominees:
Vincent K. McMahon
(INSTRUCTION: To withhold authority to vote for any Linda E. McMahon
individual nominee, write each such nominee's name in Lowell P. Weicker, Jr.
the space provided below) David Kenin
Joseph Perkins
Stuart C. Snyder
----------------------------------------------------- August J. Liguori
FOR AGAINST ABSTAIN
2. Ratification of Deloitte & Touche LLP as [_] [_] [_]
the independent accountants for World
Wrestling Federation Entertainment Inc.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S).
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THE PROXY
CARD USING THE ENCLOSED ENVELOPE.
PLEASE MARK THIS BOX IF YOU PLAN
TO ATTEND THE ANNUAL MEETING [_]
SIGNATURE SIGNATURE DATE ,2000
------------------------ ------------------------ ----------
NOTE: 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.
</TABLE>
