WWE World Wrestling Entertainment

Item 8.01Other Events.

On October 29, 2021, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the preliminary approval of a previously disclosed settlement of certain shareholder derivative and other actions. The proposed settlement includes no financial obligation on the part of the Company.

On October 20, 2021, the United States District Court for the District of Connecticut (the “Court”) entered an order (the “Order”) preliminarily approving the proposed settlement of the shareholder derivative actions titled (i) Merholz et al. v. McMahon et al., No. 3:20-cv-00557-VAB; (ii) Kooi v. McMahon et al., No. 3:20-cv-00743-VAB; (iii) Nordstrom v. McMahon et al., No. 3:20-cv-00904-VAB; (iv) Merholz/Jimenez v. McMahon et al., No. 3:21-cv-00789-VAB; (v) Rezendes v. McMahon et al., No. 3:21-cv-00793-VAB; and (vi) City of Pontiac Police and Fire Retirement System v. McMahon et al., No. 3:21-cv-00930-VAB, currently pending before the Court (collectively, the “Derivative Actions”), as well as related shareholder litigation demands (the “Demands”) and lawsuits filed in the Court of Chancery of the State of Delaware titled (i) Leavy v. World Wrestling Entertainment, Inc., No. 2020-0907-KSJM; (ii) Dastgir v. McMahon et al., No. 2021-0513-LWW; and (iii) Lowinger v. McMahon et al., No. 2021-0656-LWW (together with the Derivative Actions and Demands, the “Claims”). Pursuant to the Order, the Court set a hearing (the “Settlement Hearing”) for December 22, 2021 at 11:00 a.m. to determine, among other things, whether the proposed settlement should be finally approved and to consider an award of attorneys’ fees and expenses to the shareholders’ counsel. The Court also directed that notice be given to the Company’s shareholders concerning the proposed settlement and their right to be heard in connection with the Settlement Hearing.

Pursuant to the Order, additional information concerning the Claims, the proposed settlement, the Settlement Hearing and the requirements for objections to the proposed settlement can be found in the (a) Notice of (i) Pendency and Proposed Settlement of Stockholder Derivative Actions and Litigation Demands; (ii) Settlement Hearing; and (iii) Motion for an Award of Attorneys’ Fees and Litigation Expenses, and (b) Stipulation and Agreement of Settlement, filed herewith as Exhibits 99.2 and 99.3, respectively.