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There is some really interesting stuff in a lot of the SEC filings and press releases that came out today. For disclosure, I am a financial journalist so going through these types of documents is my line of work. But a lot of this is more legalese/disclosure stuff and I could easily be interpreting this wrong since this is more for a corporate attorney. 1) Vince ousted three board members, and two more of the independent directors (people who don't work for the company) also resigned. Before the news, there were 11 board seats. Right now, there are 9. There's nothing in the press release indicating whether or not they'll be replaced or when. There's also no explanation why. Vince included some correspondence between him and the board in the SEC filing that came out today - (the SC 13D/A "Amended Statement of Beneficial Ownership" document, I can't link to it for some reason.) One of the correspondence was from the WWE board of directors essentially telling Vince "yeah, you can help us with the media rights/merger but we absolutely do not think it is a good idea for you to be on the board because the SEC is investigating you/us." So, I'm guessing the two board members who stepped down today don't want to be on a board of directors with VInce and what the hell it might mean with the SEC sniffing around. Not a good look. 2) The SC 13D/A is something called a consent action. Vince essentially rewrote a bunch of the governing bylaws of the company this way. I don't have the time to compare what the by-laws said before today. But here is some of what happened In the legalese: A) "memorialize in the A&R By-laws the stockholders’ existing right to take action by written consent pursuant to the procedures set forth in Section 228 of the General Corporation Law of the State of Delaware and prohibit the Board from taking any action that would require any stockholder seeking to take action by written consent to comply with any procedures or other requirements except those expressly set forth in Section 228 of the General Corporation Law of the State of Delaware or in specified provisions in the A&R By-Laws" What this means: The Delaware Court system handles a lot (if not most) of the corporate law decisions in our country. Don't ask why. But Section 228 of the rules about corporations based in Delaware (every corporation is technically based in Delaware pretty much) outlines how consent actions work. Traditionally, shareholders vote on the types of things they can vote on -- new board members, or how the CEO gets compensated, or things like "hey, GE, stop making weapons of war" -- at an annual meeting set in advance by the board of directors. Boards can also call a special meeting for any emergencies or to do something like approve a merger/acquisition, but they have to let shareholders know about this in a few days in advance. If at the annual meetings and special meetings a majority of shareholders decide on certain bylaws or new board directors or etc., then those policies and rules or merger agreements are put in place. Section 228 allows for a majority of shareholders to get together to simply write a letter (the "consent action") to make the board take action on something that would usually happen at an annual or special event at anytime they want. From my understanding, a lot of companies have rules in place to limit what shareholders can do via a consent letter. But the WWE is really unique in that even though it is a publicly held company, Vince has 80% of the voting power. So he wrote a letter dismissing the three board members and replacing them with himself, George Barrios and Michelle Wilson. And even though I do not think it matters, there are now two more open seats where he can put in whoever he handpicks. And he can also replace anyone else he wants if he really wants to stack the board. They made have made some changes to the bylaws to prevent the rest of the board from being able to overturn whatever Vince says via a letter. There are nine board members. There's Vince and two cronies. So a majority of board directors could outvote whatever Vince says on the board, but he can just wag his finger and make it happen this way, I believe. B) provide that special meetings of the Board be called by or at the request of the Chairman, the President or at least two directors (rather than the Chairman, the President or a majority of the Board) This reads as if now Vince can call a special meeting to approve a merger with only two other board members saying yes, as opposed to the majority of the board. He has two loyalists joining the board with him, of course. The "rather than the Chairman..." part of the phrase leads me to believe that this was changed. C) prohibit the Board from amending, altering, repealing or re-adopting any bylaw adopted, amended, altered or repealed by the stockholders of the Issuer; This reads that even if there are a majority of board members who hate the corporate by-law Vince proposes, they cannot get rid of it or change it in any way. D) require approval of the stockholders of the Issuer prior to the Issuer (i) entering into, materially modifying or taking certain other actions with respect to certain media rights contracts or transactions, (ii) issuing stock or other voting securities (subject to certain exemptions) or (iii) entering into, modifying or taking certain other actions with respect to any contract or transaction that includes a “change of control” or similar provision related to the composition of the Board Even if somehow other people in the company (Nick Kahn/Stephanie/etc.) manage to find a deal involving media rights or somebody wanting to buy the company, or if they want to try and game the system by issuing new shares with voting powers to dilute Vince's grip on the company... Vince gets final word. Again: how I am interpreting it and not sure if this is a change from the previous language. This is really fucking wild.

I still think its crazy that after all the stuff Vince has been accused of Rape, Murder cover up, drugs paying off his secretary is what did him in. It's like Al Capone being sent to Alcatraz for tax evasion

You're right. This is exactly as potentially damaging to WWE's business as HHH contract tampering could've been for AEW. 100% equal.

I fucking love the Hangman/Mox feud. I think it might be my favorite AEW feud since Eddie and Punk. It's such a great twist. Why wouldn't over time two fan favorites hate each other but still remain fan favorites? These guys are all competitors and they should even still have rivalries and jealousies and personality clashes. Mox also teased a long time ago in a promo his disdain of Hangman when he called him emo. What I like about this feud is that it's a feud based on the injury in the match but is a broader story about two guys from different walks of life -- and they aren't spelling out the broader story for us. They are so similar. Both are at the top of their craft. Both are devoted family guys. Both have their struggles and demons. Mox is the cool-as-hell street dude badass who runs into every challenge and does not apologize for his actions, which makes him sort of a dick. He's the old-school version of what we considered "manhood" but that's not a bad thing. There's something to be said about putting your head down and grinding through struggles. I have a few people in my life who struggle with addiction issues and get through it by doing their work and committing to their families but they don't talk about what they deal with outside of a very limited group but still go to meetings. That's a certain type of toughness. Mox is a modern day John Wayne. Hangman's "Cowboy Shit" is about what "manhood" has started to mean over the past few years. We've seen pro athletes (and Eddie Kingston) who you'd think be in the Mox camp be open about their struggles. It's now brave to be open and talk about mental health issues and anxieties and fears honestly. Hangman's promo about how he couldn't remember his daughter's name for a few minutes after his bell was rung really hit. Cowboys used to be John Wayne. But now cowboys can be real people, too. I'm in the Hangman camp and am open about my struggles. But there's part of me that wishes I could be Mox and deal with my shit quietly. Those two guys are going to have a banger of a brawl.

All they need to do is spend a few shows insulting Elon Musk and they'll be able to sell to him for more than value

Guess there's no pic thread anymore but thought this was cool. Bayley/Naomi/Mercedes at w/ the famous Ribera

Here's where I'm at with all of this. There's already been a ton of discussion about the potential ramifications an SEC investigation could have and how Vince's vanity and narcissism is essentially inviting that and I'm on board with thinking that's a big Twinkie. The other side to this is the threat that not even a new TV deal would be approved unless Vince was back. That's fucked. So ok, Vince is now back. Who is even out there to buy WWE or would want to buy WWE? Disney has been mentioned a lot, but they just brought back Bob Iger because things were getting fucked over there and I don't think they're in a position to make another multi-billion dollar purchase. If the rumors were true, they could have purchased EA and didn't and that would be cheaper than this. WBD is in no position to make any purchases as they attempt to set their existing pile of money on fire in utterly bizarre ways. Fox just went through their own ordeal and Peacock is a sieve for NBC Universal. Why would either of them want to spend the amount of money Vince is looking for and why would they want to spend it on WWE when buying the whole company just invites a whole new mountain of headaches for each company. They're both better off offering TV deals and not, raking in their cash, and letting WWE put out their own fires. Owning a wrestling company like WWE would be completely unlike owning any other company I could think of. It's entirely unique in it's function, structure, purpose, etc. And so you say fine to all of that and suggest that whoever would purchase WWE would likely have smart people employed that could run the company, but again, there's just a whole world of a difference between what WWE looks like on paper and trying to move numbers around and running the actual company. I just don't see any media company wanting that headache and while you could sell to a group of buyers who will just continue looking for TV deals, you still have the Vince problem to deal with. I don't have any skin in this game. I don't own WWE stock and I watch maybe 1% of what WWE is putting out there so when I say WWE was better off without Vince, it's coming from a place of that for the first time in years, decades even, there was stability with that company and they were trending up. Only someone that's a bigger narcissist than Donald Trump would want to fuck up the good thing they had going.

Enjoying breakfast in his hotel room, Max Caster takes pen to paper as he finds his lead subject for tonight's rap.

I appreciate the compliments! If you really want to “pay me a tip” as it is — drop some of your money and subscribe to your local newspaper. And especially do this if you do not live in a major metropolitan area with a big daily newspaper. i really have a passion for financial news and finance talk. But one thing I believe — this stuff is complicated, and it is complicated in many ways because the “smartest people in the room” want it to be so complicated that it feels like they are the only ones who know what is happening and you should give them your money. I work really hard at learning about these things and I have a decent ability at explaining them in a way for people without the background can understand. I am really lucky that I get to do this for my career. I want as many people as possible to learn about how money works in our economy. The reason why is because I think the more people understand complicated topics in finance makes for a better financial system that is more fair for everyone. I think people should invest and save and build wealth. But people don’t always see how the game is played and because of that they lose out. And I also am the first to admit that I do not know nearly all of the rules of the game. It is really awesome that the WWE is in a scandal like this because it is a company that people understand. Something like FTX? Not as easy. I also owe the WWE a bit of gratitude for being able to make this my career. I worked for crappy small town newspapers when I was right out of college covering town council and school board meetings. I was living in Massachusetts for a few years and a small newspaper there hired be to be their business reporter. At first, it meant I wrote about real estate development and new stores opening downtown (since it was a tourist trap) and things like that. Arizona State University’s journalism school has a business journalism program. They offered seminars at different newspapers around the country where they trained you in the nuances of business journalism and offered a certificate. One of the things they discussed was how to look at the documents publicly traded companies have to file - quarterly reports and annual reports - and how to write about them them. I had no idea any of that existed or what it meant. But I loved the seminar and took the materials they handed out and used all of the WWE’s documents (like the ones I broke down today) to sharpen my skills. I picked the WWE because obviously I am a huge wrestling fan and I know the business. And it id also a pretty simple business in terms of how it makes money. I also was trying to get my MBA (didn’t finish) and had a class that was the basics in how to analyze a company — all of the ratios and metrics Wall Street types use. I used the WWE for my final presentation, in which I had to come up with a predicted stock price for the company in a year and justify why using the basic models financial professionals use. But the newspaper part was the key for me. And subscribing to the local paper helps democratize information, will hopefully help keep a younger journalist able to get experienced with explaining complicated material, and makes us all better for it. Sorry for the long-winded emo post!

I'm afraid not, company bylaws clearly state it must be decided in a traditional 5v5 Survivor Series elimination match.

Looking at the quarter hours, it seems people didn't buy into the AR Fox vs Swerve Strickland match. I think the "no one knows who X is" argument is overblown in the age of the internet and all that but there's also a difference between able to learn who someone is and absorbing and understanding why you should care about them. It was a match that I thought could have been a draw six months down the line. It's a match that probably could have mattered more now if they gave a bit of time to a promo or two. It's one thing when they put out a cold match and it's a match for the sake of a match (which is sometimes ok!) but realistically, there's a reason to care about every match no matter the opponents or stakes and they don't always maximize that. There's overselling and that can be a problem but there's also not highlighting the elements that are there. They need some way to express to the audience that.. "On Rampage we're going to have Britt Baker and Jamie Hayter vs the Renegade Twins. Britt and Jamie seem like they're on the same page coming into the big tag match next week but this will be a chance to really see if that's the case. The Renegade Twins know that this is their big opportunity to make a mark so they're going to come out swinging and Britt and Jamie may have to fend off Twin Magic when they're usually the ones that resort to dirty tactics." This is a match happening tonight. There are potentially interesting things about it! Find a way to highlight those for an audience before the fact. It's a sales/promotion issue.

If Vince McMahon comes back, I'm out. I don't want to see the improvements under Triple H undone especially the secondary championships importance again for the first time in many years. Fuck Vince McMahon for what he's done.

This financial talk is fascinating to me. And Gregg is doing a phenomenal job breaking down all the ins and outs of the stock market related components. But I'm baffled so many people are missing the mark of what's actualy happening here. WWE isn't for sale. Vince will NEVER sell. He was gone 6 months and HATED it. He's not going to sell the company to cash in and be a weird rich billionaire. He's already got more money than he could spend in 50 life times. This has nothing to do with money. Running WWE is his only passion / hobby / obsession / purpose in life. He pulled the nuclear option to get back in and make sure they *can't* sell. This was a strategic move to get back into his old spot. He knew dropping lines about the media deals & sales would drum up tons of stock market enthusiasm. Meaning if the board publicly rebuffed him shareholders would be furious. They would argue the board is preventing WWE from making the most profitable decisions by not allowing Vince in to make those sales. These aren't wrestling people. They don't understand Vince is an unhinged maniac. They think he's this brilliant businessman. And he is. But he's also got a death grip on this thing til the day he dies. WWE will not sell while Vince is alive. I'm 4,000% sure of it.

Wait, did Vince really take over WWE on January 6th?

I have procured from this what I felt I needed. Thank you.

It's all moot now. He and he alone will make the decision. He more or less had that power already. He stepped down from the board. But if Disney came to the board and said "Hey, we want to buy your company for $100 a share" and they agreed, they still need to ask the shareholders how they feel about this. In a normal company, there are more (a lot more) independent and institutional shareholders (hedge funds and people like that) than one or two people with an overwhelming amount of voting power. I cannot stress enough how singular the WWE's set-up is with one person having 80% of the voting power of a company. Facebook is set up similarly because Mark Zuckerberg has 55% of the voting shares from what I just looked up. But this type of ownership is really rare. It's probably easier for a person who started a company that was privately held and decided to go public and have shares of the company able to be bought/sold (that process is an IPO for those not familiar) to own an outsized and controlling size of the company. And I am sure there are other examples. But the WWE is like really fucking crazy with how it is set up.

I don't know, I get the sense that Mox really enjoys working with the Martins at the moment. I'd expect something in the same realm as the Top Flight-Mox/Claudio match from last week.

Now from a stock price perspective - The difference in opinion that wrestling fans have of Vince and the creative end of WWE and how the world of investors view Vince could not possibly be more different. Investors (and I mean major investors who buy/sell hundreds of thousand shares, not people with Robinhood accounts) think Vince is going to be able to get a good acquisition done. For those of us who think nobody is going to watch Raw because Vince is back and booking the show... maybe it will impact ratings. Maybe it won't. But none of that changes the fact that the WWE has an incredible amount of intellectual property and a very strong track record of turning that intellectual property into cash because it's a profitable. Through September of 2022, the company made over $156 million in profit. The year before, they made $116 million in profit. The WWE is not like Netflix or any number of companies where they are growing revenue but rarely, if ever, turn that into positive cash flow by having its revenue outpace its expenses. (Revenue is not profit.) The WWE is not saddled with any significant amount of debt. There is an absolutely huge value right now in any company with a track record of profitability and a business model that works. I know a lot better than to try and predict the valuation of a company. But I write about this shit every day, and I can absolutely buy the argument that many different entities want to buy the WWE. Cash is king, and the WWE makes cash. Through the end of September, it made over $202 million in cash through its operations -- through its television, live shows, merchandise, licensing and etc. The people who make decisions on how much things are worth do not give one shit about how we as wrestling fans care about Finn Balor. Now, I see a major downside with having Vince on the board with the whole looming SEC look into the company. The company had to go back to federal regulators and tell the public: "Hey, we didn't make as much money as we thought we did because the CEO and controlling shareholder used company funds to keep women he creeped on quiet." That's a major fucking no-no and is usually really bad news for a company's share price. Like "send the company into a death spiral" level bad. The amount of money the WWE had to restate was not a lot as a percentage of the company's revenues. And there have been way bigger cases of restatements over the years. Enron's restatements were billions. But it's still a big deal. Vince would not go to jail for this. He would pay a fine. Or, more accurately, his insurance company would pay a fine. I have no idea how investors could have confidence that this will all work out.

Not enough ROH lately.

Show us on the doll where Tony Khan hurt you…

In unrelated news, Tony Khan did not expect to receive this lovely fruit basket from Andrade today.

Me and my partner watched a bunch of these matches during my just day with them. Thanks for posting

Best Rib …’ Linda buys the company and fires Vince on camera.

A lot of this is also pointing to a deal in the works. Vince made the first official approach to get back on the board in late December. I am sure he had a more infirmal approach earlier. But he had an official response signed off, and then the board said no thanks, and he did his consent letter a few weeks later. It’s not like Vince drafted the consent letter and rewritten rules. He used a law firm, and not some rinky dink one, but someone with knowledge of how to pull off a boardroom coup like that. So something took a while. You can’t just do something like this impulsively. The stock price jumping that high is also a tip. Smart money may have heard of something brewing. My hunch: The Saudis and Vince have been talking about this for a while and other people on the inside were hoping someone else made an offer instead because it is the Saudis. My reasoning: An actual company or private equity fund can only pay up to a certain amount for the WWE with cash or some kind of equity component. No one is going to write a $7 billion check. It will be a certain sum of cash or equity, with the rest financed by taking loans. (This is common.) But interest rates have risen a lot this year (A LOT), so that becomes an extra long-term cost. And while the WWE has a lot going for it as a company, it is an expensive purchase. So you have to pay a steep price for the company and now also have more expensive debt repayments to make going forward. And these loans are not like a fixed-rate mortgage. They are really complex with different structures. This is driving Elon Musk nuts with Twitter right now because he used a lot of debt to buy a crappy company at a really high price. But the Saudis? They have like $600 billion in their investment fund. They are paying insane amounts of money for their stupid golf tour. They will pay for this in cash all at once and do not care about the price.

I'm less than half his age and its sad how true this feels.

Also, I know everyone dreads Vince "getting the book" or whatever. But I seriously doubt that will happen. I know I might be delusional but I think he really wants to sell the company and fast, and he was worried that the convoluted structure of co-CEOs and without his expertise in negotiating big deals (and, yes, he has that expertise) was not going to result in a deal getting done. My theory with this: Vince is 77-years-old. Who knows how much time he has left. As of yesterday, the WWE was valued at $6.3 billion dollars. (That's called market cap - you multiply the price of each share by the number of shares.) When someone or a company goes to buy another company, it has to pay a premium to entire shareholders to agree to the sale. This is what happened with Elon Musk and Twitter. Elon Musk and his cohorts bought Twitter for $54.20 a share. It was selling around $40. WWE shares are at about $85 right now. And as I said earlier - this is a company with a lot of intellectual property it turns into profitability. It generates cash. Companies like that are really valuable right now. And like I said - I know enough about this to understand that any guess I have on valuating a company is outside of anything I can do. But if you were to tell me that Disney or Fox is going to buy the WWE for $100 a share - again, somebody is going to have to pay Vince a lot of money to sell the company - I would not bat an eye. So Vince could go to the grave knowing he turned a wrestling promotion into an $8 billion corporation bought by one of the legendary media enterprises in history. The dude of course has an insanely big ego. That's a lot more gratifying to an ego then booking WrestleMania.

Gonna be at this one live. Let me tell you, Jeff Jarrett and Kip Sabian both having title matches at the first AEW show I'm attending is some monkey's paw bullshit. But it's impossible not to have fun at live wrestling and hyped to get to see Mox/Dragon and Hayter wrestle even if I'm predicting two squashes.

Holy shit, I'm just catching up on all of this because I took the day off to sleep in and do some of my own house reorganizing. Two more board members resigned today, one of which was the guy leading the investigation of Vince. The other thing I keep going back to is thinking about how there were a bunch of us who believed Vince would find a way back because he's Vince and he's insane. I think what bugs me are the people who thought we were being ridiculous and insisting that Vince was gone for good. Like, how could anyone think that? And no matter how this plays out, Vince is never, EVER, going to be gone for good until he's dead. Even if the company is sold, his shadow will always be cast over that company and you can't think he'll just go quietly into the night.

No. I'm here forever pal.

Two things: 1) Keep the memes to a minimum, or better yet, not at all. The whole point to shutting down the pic thread was to NOT have a thread that takes forever to load and/or puts a strain on the servers. 2) This sounds fine:

This whole time I thought Vince’s Frank and Karl were Johnny Ace and Bruce. Turns out it’s Barrios and Wilson. Count me in the group that thinks the inner workings of WWE are infinitely more interesting and fascinating than what’s on screen.

Oh it definitely sucks, and I imagine TK got some very tasteful fruit baskets today from one "M. Black Shymalan" and one "Sr. Idolo" on account of Uncle Tony not granting them their releases. I can't imagine Dragon Lee, given that he just got the largest nXt contract ever, feels very good today. I should stop. This kind of conjecture doesn't do anything.

What would worry me if I worked there, more than anything, is that there's a long and storied tradition of sports teams shedding big contracts before a sale. Ownership often issues directives to trade or cut big contracts to increase the attractiveness of the property to prospective buyers. I can't imagine Vince wants a monstrous payroll on the books while shopping the company.

Two old fossils.

I'm legitimately baffled by that rating, as I thought this week's show was one of the best Dynamites they've ever done. There wasn't a weak segment on it.

Winnipeg. Keep the extra 10 yards on the field and everything. They'll probably still each score 40.

Happy for all three of them to reach this pinnacle, but Bayley with a Ribera jacket is just so perfect.

That's a good question. It might be in some SEC documentation from way back but nothing is popping up about it quickly. There's something in today's SEC filing that is interesting. The WWE (and other companies dome things similar) has two classes of stock. They have a Class A stock, which is the WWE share that anyone not named Vince McMahon can go out and buy. Vince owns Class B stock, which are the ones that give him the voting power. Linda McMahon has a tiny amount still. But the document (and I doubt this has changed at all) says the Vince and Linda can convert the Class B stock into Class A stock, which loses the voting power. What I am guessing (and could really be wrong) is that whenever Vince sells shares, he technically converts the Class B stock into Class A stock. He's not selling the voting power to anyone. When someone dies, the investments they own go into their estate. Wealthy people almost always put together estate planning documents. Even regular people do this - that's a will. So I'm guessing Vince has set up some kind of estate planning thing to decide who the shares go to, and there's also a chance that they will turn into Class A shares like a normal company where whoever has the shares just owns a large chunk of the company but without the voting power.

Kind of ironic all of this happens on January 6th none the less too... Vince really does wanna be the Don.

If they do try to sell, it's going to be: 1) NBC Universal 2) An ownership group made up of parties that couldn't buy majority interest of their own 3) They will fall flat on their face and won't be able to give away anywhere close to their asking price. We can rule out WBD and Disney just for all the reasons that have been stated the last few weeks. Plus, WWE wouldn't be that hot of a property. If WWE was doing I dunno.... early 2000s pre brand extension PPV business and in the same ballpark TV ratings for both Raw & SD (minus XFL and the WWF New York), they would be in a much better position.

I imagine that lawsuit that the Board said they weren't going to bring on behalf of the Shareholders if Vince left of his own accord and didn't come back is probably back on the table and will be the next step.

So some thoughts on this: 1) There's no tug-of-war over control of the company. Vince has control of the company. He owns 40% of the shares. He owns 80% of the voting power. There's nothing that anyone can do about any of that. If the Board of Directors was to get approached by Disney about buying the company, literally the only person who matters is Vince. 2) But a huge sticking point -- and this is a huge one -- is that the Securities and Exchange Commission is looking into Vince's hush money payments and how he slushed around company money to make that happen. The WWE had to go back in its disclosures to the investing universe and say "Hey, because of what Vince did, we made less money then we initially said we did." I can't stress enough how fucking bad a look that is. The number one responsibility of any company's board of directors is to make sure they're acting in the best interests of shareholders. Not doing so opens you up to a lot of liability. I can't see how anyone can say with a straight face that bringing back the dude who perved on employees and used company money to keep them quiet and opening the entire company up to an investigation from federal regulators is in the best interests of shareholders.

Perhaps he is leaving the board altogether? It can’t be as much fun for him, now there’s no photo thread and nobody clicks like on his “Random unnamed Japanese woman who seems nice” photo posts.

Just like the last time you said it was your last time? God. Where ever will we get ratings from?

What many of you have been waiting for... the Renfield trailer