wwe_def14a.htm
SCHEDULE 14A
 
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INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
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World Wrestling Entertainment, Inc.
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1241 East Main Street
Stamford, Connecticut 06902
 
To our Stockholders: March 17, 2010

     You are invited to attend the 2010 Annual Meeting of Stockholders of World Wrestling Entertainment, Inc., which will be held at 10:00 a.m. local time, on April 30, 2010, at the Company’s headquarters, 1241 East Main Street, Stamford, Connecticut 06902. The business to be conducted is described in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement.
 
     Your vote is important to us. Whether or not you expect to attend, your shares should be represented. Therefore, we urge you to vote. We invite you to utilize the convenience of Internet voting at the website indicated on the enclosed proxy card. While at that site you will be able to enroll in our electronic delivery program, which will insure that you will receive future mailings relating to annual meetings as quickly as possible and will help us to save costs. Alternatively, you can vote by telephone or complete, sign, date and promptly return the enclosed proxy card. If you attend the meeting and wish to vote in person, you will have the opportunity to do so, even if you have already voted.
 
     On behalf of the Board of Directors, we would like to express our appreciation for your continued interest in our Company.
 
Sincerely,
 
 
Vincent K. McMahon
Chairman and Chief Executive Officer

PLEASE NOTE THAT THIS WILL BE A BUSINESS MEETING ONLY AND NOT AN ENTERTAINMENT EVENT. The meeting will be limited to stockholders (or their authorized representatives) having evidence of their stock ownership. If you plan to attend the meeting, please obtain an admission ticket in advance by providing proof of your ownership, such as a bank or brokerage account statement or copy of your stock certificate, to World Wrestling Entertainment, Inc., 1241 E. Main Street, Stamford, CT 06902, Attention: Corporate Secretary. If you do not obtain an admission ticket, you must show proof of your ownership at the registration tables at the door. Registration will begin at 9:00 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. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
 

WORLD WRESTLING ENTERTAINMENT, INC.
__________________
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
To be held April 30, 2010
 
To the Stockholders of World Wrestling Entertainment, Inc.:
 
     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of World Wrestling Entertainment, Inc., a Delaware corporation, will be held at the Company’s headquarters, 1241 East Main Street, Stamford, Connecticut 06902, on April 30, 2010, at 10:00 a.m. local time, for the following purposes, as described in the attached Proxy Statement:
 
        1.         to elect ten Directors to serve until the Company’s next Annual Meeting and until their successors are elected;
 
2. to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2010; and
 
3. to transact such other business as may properly come before the meeting.
 
     We have fixed the close of business on March 5, 2010 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
 
Jared F. Bartie
Executive Vice President, General Counsel
and Secretary


Stamford, Connecticut
March 17, 2010
 
IMPORTANT
Whether or not you plan to attend the meeting in person, you are urged to vote via the Internet, by phone or by signing, dating and returning a proxy card so that your stock may be represented at the meeting.
 

WORLD WRESTLING ENTERTAINMENT, INC.
PROXY STATEMENT
Annual Meeting of Stockholders
Friday, April 30, 2010
 
     The enclosed proxy is solicited on behalf of the Board of Directors of World Wrestling Entertainment, Inc. in connection with our Annual Meeting of Stockholders to be held on Friday, April 30, 2010, 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 the Company’s headquarters, 1241 East Main Street, Stamford, Connecticut 06902. Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to its proxy materials over the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials electronically by email on an ongoing basis. The Company encourages you to take advantage of the availability of the proxy materials on the Internet in order to help reduce costs. We intend to mail the Notice on or about March 17, 2010, to each stockholder entitled to vote at our Annual Meeting.
 
     We will pay all costs of this proxy solicitation. Directors or 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 March 5, 2010 (the “record date”), will be entitled to notice of and to vote at our Annual Meeting. At the close of business on the record date, 25,733,125 shares of Class A common stock and 47,713,563 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.”
 
     A majority of the collective voting power represented by our Common Stock, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Nominees for election to the Board are elected by plurality vote. The affirmative majority of the shares present and entitled to vote at the meeting is required to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Under New York Stock Exchange rules, if your broker holds your shares in its name as a nominee, and does not receive voting instructions from you, the broker is permitted to vote your shares only on the ratification of the appointment of the independent auditors (Proposal 2). When a broker is entitled to vote your shares but does not, the missing votes are referred to as “broker non-votes.” Other unvoted shares in returned proxies are considered abstentions. Both abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum at the meeting. Broker non-votes are not, however, considered present and entitled to vote. The Board of Directors recommends that you vote FOR each of the proposals.
 
     If you vote via any of the following methods, you have the power to revoke your vote 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 timely executing and delivering, by mail, Internet or telephone, a later-dated proxy or by attending our Annual Meeting and voting in person. While the Company does not plan to disseminate information concerning your vote, proxies given by stockholders of record will not be confidential. The voting instructions of beneficial owners will only be available to the beneficial owner’s nominee and will not be disclosed to us unless required by law or requested by you. If you are a stockholder of record and write comments on your proxy card, your comments will be provided to us.
 

Vote by Internet:
 
     The Company strongly prefers that you utilize our convenient Internet voting system which you can access and use whether you live in the United States or elsewhere. The website for Internet voting is printed on both the Notice and the proxy card. Internet voting is available 24 hours a day until 11:59 P.M. on April 29, 2010. You will be given the opportunity to confirm that your instructions have been properly recorded. While at the site you will be able to enroll in our electronic delivery program, which will insure that you will receive future mailings relating to annual meetings as quickly as possible and will help us to save costs. If you vote via the Internet, please do NOT return your proxy card.
 
Vote by Telephone:
 
     You can also vote your shares by calling the toll-free number printed on your proxy card. Telephone voting is available 24 hours a day until 11:59 P.M. on April 29, 2010. The voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, please do NOT return your proxy card.
 
Vote by Mail:
 
     If you choose to vote by mail, please mark your proxy, date and sign it, and return it in the postage-paid envelope provided.
 
PROPOSAL 1—ELECTION OF DIRECTORS
 
     Stockholders will elect ten 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 ten nominees listed below, unless otherwise instructed in the proxy. Each nominee is currently 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.
 
Director/Nominee       Age       Current Position with Company       Committee       Director Since
Vincent K. McMahon 64 Chairman of the Board and Executive 1980
Chief Executive Officer
Donna N. Goldsmith 50 Chief Operating Officer — 2008
Kevin Dunn 49 EVP, Television Production — 2008
Basil V. DeVito, Jr. 55 Sr. Advisor, Business Strategies — 2010
David Kenin 68 — Audit, Compensation 1999
Joseph H. Perkins 74 — — 1999
Frank A. Riddick, III 53 — Audit (Chair) 2008
Michael B. Solomon 62 — Audit, Compensation 2001
Jeffrey R. Speed 47 — Audit 2008
Lowell P. Weicker, Jr. 78 — Compensation (Chair) 1999

     Vincent K. McMahon, co-founder of our Company, is Chairman of the Board of Directors and Chief Executive Officer and a member of the Executive Committee.
 
     Donna N. Goldsmith has served as our Chief Operating Officer since January 2009, and before that she was our Executive Vice President, Consumer Products, since June 2006. Before that, Ms. Goldsmith was our Senior Vice President, Consumer Products, since July 2000.
 
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     Kevin Dunn has served as Executive Vice President, Television Production, since July 2003, and, before that, served as our Executive Producer for 11 years.
 
     Basil V. DeVito, Jr. has served as our Senior Advisor, Business Strategies since 2003, in which role he has obtained placement for WWE television programming in North America. Prior thereto, he managed several WWE departments and served as our Chief Operating Officer and as President of XFL, LLC, the Company’s former professional football league (the “XFL”). Mr. DeVito has been with the Company in various capacities over the past twenty-five years.
 
     David Kenin is a member of the Audit and Compensation Committees. From January 2002 until May 2009, Mr. Kenin was Executive Vice President of Programming, Crown Media United States, LLC where he was in charge of programming for the Hallmark Channel. Mr. Kenin is a former President of CBS Sports. Until 1994, he was Executive Vice President of USA Networks and after that he was the general partner of Kenin Partners, a consulting firm.
 
     Joseph H. Perkins was a pioneer in the television syndication of our industry starting more than 50 years ago. He was President of Communications Consultants, Inc., which provided television syndication consulting services.
 
     Frank A. Riddick, III is Chair of our Audit Committee. Since August 2009, he has been Chief Operating Officer of John Maneely Company, a leading manufacturer of welded steel pipe. Prior to that, he was a consultant to TowerBrook Capital Partners L.P. (“TowerBrook”), a New York and London – based private equity firm. Prior to joining TowerBrook, he served as President and Chief Executive Officer of Formica Corporation, a manufacturer of surfacing materials, from January 2002 to April 2008. Mr. Riddick was instrumental in assisting Formica to emerge from Chapter 11 bankruptcy proceedings in June 2004. He served as President and Chief Operating Officer of Armstrong Holdings, Inc. from February 2000 to November 2001 and as Chief Financial Officer at Armstrong and its subsidiaries from 1995 to 2000. In December 2000, Armstrong’s principal operating subsidiary filed for Chapter 11 bankruptcy protection as a result of legacy asbestos liabilities. Mr. Riddick is a director of GrafTech International Ltd, a manufacturer of graphite and carbon products, as well as related technical services, for several industries.
 
     Michael B. Solomon is a member of the Audit and Compensation Committees. Mr. Solomon is Managing Principal of Gladwyne Partners, LLC, a private partnership fund manager (“Gladwyne”). Prior to founding Gladwyne in July 1998, Mr. Solomon was affiliated with Lazard Freres & Co. LLC. Mr. Solomon joined Lazard Freres in 1981 and became a Partner in 1983.
 
     Jeffrey R. Speed is a member of our Audit Committee. He has served as Executive Vice President and Chief Financial Officer of Six Flags, Inc., the world’s largest regional theme park operator, since April 2006. On June 13, 2009, Six Flags, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Prior to joining Six Flags, Mr. Speed spent approximately 13 years with The Walt Disney Company, serving from 2003 until 2006 as Senior Vice President and Chief Financial Officer of Euro Disney SAS, the publicly-traded operator of the Disneyland Resort Paris, which is the number one tourist destination in Europe.
 
     Lowell P. Weicker, Jr. is Chair of our Compensation Committee. Gov. 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. Gov. Weicker also serves as a director of Medallion Financial Corp., a specialty finance and advertising company. Gov. Weicker served as a director of Compuware Corporation and Phoenix Mutual Funds until 2006.
 
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Other Executive Officers
 
     Each of the following executive officers will serve in such capacity until the next Annual Meeting of Stockholders or until earlier termination or removal from office. No understandings or arrangements exist between the officers and any other person pursuant to which he or she was selected as an officer.
 
Name       Age       Position with Company       With Company Since
George A. Barrios 44 Chief Financial Officer 2008
Jared F. Bartie 41 EVP, General Counsel & Secretary 2008
James Connelly 56 SVP, Consumer Products 2009
Brian Kalinowski 43 EVP, Digital Media 2007
John Laurinaitis 47 EVP, Talent Relations 2001
Stephanie McMahon 33 EVP, Creative Development & 1998
Operations
Michael Pavone 57 EVP, WWE Studios 2008
Andrew Whitaker 48 EVP, WWE International 1987
Michelle D. Wilson 44 EVP, Marketing 2009

     George A. Barrios has served as Chief Financial Officer since March 2008. Before that, Mr. Barrios was Vice President and Treasurer of The New York Times Company since January 2007. Mr. Barrios joined The New York Times Company in 2002 as Chief Financial Officer of a subsidiary which published, among other things, The Boston Globe. Prior to that, he was President and Chief Operating Officer of Netsilicon, Inc., a publicly-held software development company, where he helped to stabilize the business prior to its merger. From 1994 to 2000, Mr. Barrios served in several senior capacities for Praxair, Inc., a large supplier of industrial gasses.
 
     Jared F. Bartie has served as Executive Vice President, General Counsel and Secretary, since November 2008. Before that and since January 2007, Mr. Bartie was Chief Administrative Officer & General Counsel of Bobcats Sports & Entertainment, the owner of the National Basketball Association (“NBA”) franchise the Charlotte Bobcats. From 2005 to 2007, he was a Vice President of Team Business Development for the NBA, where he assisted various franchises in analyzing their business operations. From 2002-2005, Mr. Bartie was Chief Legal Officer at the United States Tennis Association. In 2000, Mr. Bartie was Vice President, Legal Affairs for the XFL and thereafter through 2002 was Vice President, Business & Legal Affairs for the Company.
 
     James Connelly has served as Senior Vice President, Consumer Products, since July 2009. Before that, Mr. Connelly spent nearly 25 years with the National Football League (“NFL”). Most recently he was Managing Director of NFL Europe/NFL Europe League where his responsibilities included all NFL business initiatives in Europe including the launch of two Europe League franchises. Before that he was the NFL’s Senior Vice President of Consumer Products.
 
     Brian Kalinowski has served as Executive Vice President, Digital Media, since March 2009 and as General Manager, Digital Media, since May 2007. Before that, Mr. Kalinowski was Chief Operating Officer of Lycos Inc., a leading internet destination, from May 2005. From January 2002 through May 2005, he was Vice President, Products Development at Ziggs Inc. which developed on line services for subscribing companies. Mr. Kalinowski is a twenty-year veteran of digital product development and marketing.
 
     John Laurinaitis has served as Executive Vice President, Talent Relations, since March 2009, and as Senior Vice President, Talent Relations, since February 2007. Prior to that, Mr. Laurinaitis was Vice President, Talent Relations, since June 2004, and Director of Talent Relations from June 2001.
 
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     Stephanie McMahon has served as Executive Vice President, Creative Development & Operations, since May 2007. Prior to that, she was Senior Vice President, Creative Writing, since June 2005, and before that, Vice President, Creative Writing. Ms. McMahon began with the Company in 1998. Ms. McMahon writes, produces and directs for our television programming and at times performs as an on-air personality. She is the daughter of Vincent McMahon.
 
     Mike Pavone has served as Executive Vice President of WWE Studios since June 2009. Before that, since 2008, Mr. Pavone has been a strategic consultant to WWE’s Creative Writing Department, collaborating on Monday Night Raw® and Friday Night SmackDown®. Mr. Pavone has more than 18 years’ experience in the film and television industry as writer, producer, director and actor.
 
     Andrew Whitaker has served as Executive Vice President, International, since January 2010, when he was promoted from his previous role as President, International Operations, since January 2009. Prior to that, Mr. Whitaker was Senior Vice President, International Television and Marketing, since September 1999. Mr. Whitaker joined the Company’s international division in 1991; his tenure with the Company began in May 1989. Mr. Whitaker has overseen negotiations of the Company’s largest international television contracts.
 
     Michelle D. Wilson has served as Executive Vice President, Marketing, since February 2009. Before that, Ms. Wilson was Chief Marketing Officer of the United States Tennis Association since 2001. From 2000 to 2001, she was Vice President of Marketing for the XFL. Before that, Ms. Wilson held positions at the NBA in its domestic and international consumer products groups.
 
The Board and Committees
 
     Our Board has standing Audit, Compensation and Executive Committees. During the year ended December 31, 2009, there were seven (7) meetings of the Board of Directors, eight (8) meetings of the Audit Committee, seven (7) meetings of the Compensation Committee and no meetings of the Executive Committee. Under our Corporate Governance Guidelines, Directors are expected to prepare for and attend meetings of the Board and committees on which they sit. All Directors attended more than 75% of the aggregate number of meetings of the Board and committees on which he or she served. Directors are also expected to attend the Company’s Annual Meeting of Stockholders, and all members except one attended last year’s meeting.
 
     Independent Directors. Each year our Board conducts a review to determine which of our Directors qualifies as independent. Based on its most recent review, a majority of our Board (Messrs. Kenin, Perkins, Riddick, Solomon, Speed and Weicker) qualify as independent under the New York Stock Exchange and SEC regulations for Board members as well as those regulations, as applicable, relating to their role on the Audit and/or Compensation Committee(s). These are the standards we use to determine independence. None of these independent Directors has any relationship with the Company other than their Director/Committee memberships. Our Audit and Compensation Committees consist solely of independent Directors. The Company does not have a lead independent director.
 
     Since Mr. McMahon beneficially owns approximately 59% of the Company’s outstanding equity, and controls approximately 86% of the combined vote of our voting stock, we are a “controlled company” under New York Stock Exchange listing standards. During 2009, we utilized the provision in the NYSE listing standards that exempts us, as a “controlled company,” from the requirement of having a nominating/corporate governance committee; however, in the interest of improved corporate governance, a nominating/corporate governance committee consisting solely of independent directors is currently being established by the Company.
 
     Board Structure and Risk Management. Since the resignation of Linda McMahon as our Chief Executive Officer in September 2009, to pursue her campaign for the United States Senate, Mr. McMahon has served as both our Chairman and Chief Executive Officer. The Board believes that the unique blend of creativity, entrepreneurship and management skills required to act as Chief Executive Officer at the Company would make filling this position extremely difficult. As a practical matter, Mr. McMahon’s combined role
 
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as Chairman and Chief Executive Officer reflects the larger reality that as the owner of the overwhelming majority of the Company’s voting stock, management of the Company is within his ultimate control. This notwithstanding, the Board recognizes the very important role it plays in risk oversight and believes that it works well with management to understand and give clear guidance on matters that it considers to pose possible risks to the Company such as entering into new business ventures and other matters disclosed as risk factors in the Company’s Annual Report on Form 10-K. In addition, as described elsewhere in this proxy, certain committees of the Board have primary oversight responsibility for specific risk factors. Examples include (i) Audit Committee oversight of, among other things, SEC filings, internal and external audit functions and related party transactions; and (ii) Compensation Committee oversight of compensation matters including limiting instances where compensation could be tied to excessive risk taking by management. The Board is currently constituting a Nominating/Corporate Governance Committee to recommend appropriate Board and Committee members and oversee corporate governance. The Board believes that it is appropriately structured to address risk factors facing the Company.
 
     Executive Sessions. Under our Corporate Governance Guidelines, the non-management/independent members of the Board meet at least quarterly in executive sessions (i.e. without the presence of management). In practice, most Board, Audit Committee and Compensation Committee meetings include an executive session. Executive sessions are presided over by the chair of the Audit or Compensation Committee, as the case may be, if the principal item to be considered is within the scope of that Committee and, if not, such chairs alternate meetings.
 
     Communications with Directors. Interested parties who wish to communicate with a member or members of the Board of Directors, including the chairs of the Audit and Compensation Committees and the non-management/ independent Directors as a group, may do so by addressing their correspondence to such members or group c/o World Wrestling Entertainment, Inc., 1241 East Main Street, Stamford, CT 06902, Attn: Corporate Secretary, and all such communications, which are not solicitations, bulk mail or communications unrelated to Company issues, will be duly forwarded.
 
     Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website (corporate.wwe.com/governance/guidelines.jsp).
 
     Code of Business Conduct. We have adopted a Code of Business Conduct (the “Code”) which applies to all of our Directors, officers and employees, including our Chairman and Chief Executive Officer, our Chief Operating Officer and senior financial and accounting officers. Our Code requires, among other things, that all of our Directors, officers and employees comply with all laws, avoid conflicts of interest, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. In addition, our Code imposes obligations on all of our Directors, officers and employees to maintain books, records, accounts and financial statements that are accurate and comply with applicable laws and with our internal controls. A copy of our Code is posted on our website (corporate.wwe.com/governance/conduct.jsp). We also plan to disclose any amendments to, and waivers from, the Code on this website.
 
     Audit Committee. We have an Audit Committee meeting the definition of “audit committee” under Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee consists of its Chair, Mr. Riddick, and Messrs. Kenin, Solomon and Speed, each of whom satisfies the independence requirements of applicable New York Stock Exchange and SEC rules relating to independence generally and to audit committees specifically, and is financially literate, with a working familiarity with basic finance and accounting practices within the meaning of the listing standards of the New York Stock Exchange. Mr. Riddick has accounting and related financial management expertise and is qualified as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC. Mr. Riddick serves on the audit committee of one other public company. No Audit Committee member may simultaneously serve on the audit committee of more than three public companies.
 
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     The primary purpose of our Audit Committee is to provide assistance to the Board in fulfilling its responsibilities to our stockholders and the investment community relating to our corporate accounting and reporting practices and the quality and integrity of our financial reports. The Audit Committee’s charter is posted on our website (corporate.wwe.com/documents/audit_committee_charter.pdf). The Audit Committee charter states that the Committee will, among other things, fulfill the following obligations:
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     Compensation Committee. Our Compensation Committee consists of its Chair, Gov. Weicker, and Messrs. Kenin and Solomon, each of whom satisfies the independence requirements of applicable New York Stock Exchange and SEC rules relating to independence generally and compensation committees specifically. The primary purpose of the Compensation Committee is to provide assistance to the Board in evaluating and approving the structure, operation and effectiveness of the Company’s compensation plans, policies and programs. The Compensation Committee’s charter is posted on our website (corporate.wwe.com/documents/ compensation_committee_charter.pdf). The Compensation Committee Charter states that the Committee will, among other things, fulfill the following obligations:
     Beyond what is required by its Charter, the Compensation Committee generally meets two to four times per year to review recommendations developed by the Company’s Senior Vice President of Human Resources and approved by the Company’s Chairman and Chief Executive Officer and its Chief Operating Officer. The Compensation Committee has authority to hire professional consultants.
 
     Compensation Committee Interlocks and Insider Participation. Gov. Weicker and Messrs. Kenin and Solomon are the only members of our Compensation Committee. No member of the Compensation Committee was at any time during 2009 an officer or employee of the Company or any of our subsidiaries nor is any such person a former officer of the Company or any of our subsidiaries. In addition, no “compensation committee interlocks,” as described under SEC rules, existed during 2009.
 
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     Nominees for Director. In February 2010, Basil DeVito was elected to the Board to fill the vacancy created when Linda McMahon resigned to pursue her campaign for United States Senate, representing the State of Connecticut. The Board currently believes that its size is appropriate and that its members comprise an appropriate mix of independence, background and expertise. In particular, the management directors, Messrs. McMahon, Dunn and DeVito and Ms. Goldsmith are seasoned managers at the Company, representing a combined tenure here of approximately eighty years. This lengthy tenure reflects the fact that these managers understand what is necessary for the Company to thrive in the dynamic and competitive markets in which we compete. In particular, these management directors have among them significant expertise in creative matters, television, talent development, live events and consumer goods, each of which is a critical aspect of our business. Of the independent directors, Messrs. Kenin and Perkins bring unique substantial experience in the areas of television and filmed entertainment -- in particular, Mr. Perkins has over 50 years experience in the television syndication industry and Mr. Kenin has held major roles as past president of CBS Sports and Executive Vice President of USA Networks. Messrs. Riddick, Speed and Solomon bring financial and auditing acumen -- Mr. Riddick has been a chief financial officer; Mr. Speed is currently Chief Financial Officer of the world’s largest regional theme park operator; and Mr. Solomon has approximately 40 years experience on Wall Street. Gov. Weicker adds perspective and wisdom based upon his many years in public office. The foregoing experience, qualifications and skills led the Board to conclude that each of these members should serve and be nominated for re-election at this year’s annual meeting.
 
     If it were decided that the Board needed additional members, the Board could consider candidates suggested by its members or by management. The Board also could retain a third party executive search firm to identify candidates and consider potential nominees recommended by stockholders. In such event, stockholder recommendations would be submitted to the Board at our principal address in care of the Corporate Secretary. Each stockholder recommendation would need to include a personal biography of the proposed nominee, a description of the background or experience that qualifies such person for consideration and a statement that such person has agreed to serve if nominated and elected. Stockholders who themselves wish to nominate a person for election to the Board, as contrasted with recommending a potential nominee to the Board for its consideration, would be required to comply with the requirements detailed under “Stockholder Proposals for 2011 Annual Meeting.”
 
     If the Board were to identify the need for additional members to fill vacancies or expand its size, the Board will review potential nominees and decide whether to conduct a full evaluation of any one or more candidates. If additional consideration of one or more nominees was deemed by the Board to be warranted, the Board would gather, or request a third party search firm to gather, additional information about the prospective nominee’s background and experience. The Board would then evaluate the prospective nominee taking into account whether the prospective nominee is independent within the meaning of the listing standards of the New York Stock Exchange and applicable regulations of the SEC and such other factors as it deems relevant, including the current composition of the Board, the balance of management and independent Directors, the need for Audit Committee or Compensation Committee expertise, and the evaluations of other prospective nominees. Beyond this need for balance, the Board does not have any specific policies relating to diversity. The Board would also determine whether to interview the prospective nominee. Each Director would have the opportunity to participate in the consideration of the prospective nominee. After completing this process, the Board would determine the nominee(s). The Board would follow the same process and use the same criteria for evaluating candidates proposed by stockholders, members of the Board or members of management. The Board anticipates that, once its new Nominating/Corporate Governance Committee is fully constituted, that Committee will oversee the foregoing procedures and then recommend nominees to the full Board.
 
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EXECUTIVE COMPENSATION
 
Compensation Discussion and Analysis
 
     Introduction. The Compensation Committee of the Board has responsibility for evaluating and approving the Company’s compensation programs including reviewing and approving corporate goals and objectives relative to compensation, evaluating performance in light of those goals and determining compensation levels based on this evaluation. Management and, in particular, the Chairman and Chief Executive Officer, Chief Operating Officer and Senior Vice President, Human Resources are instrumental in developing recommendations relating to the compensation program for submission to the Compensation Committee.
 
     In general, the compensation package provided to senior management of the Company consists of three major components:
     The Compensation Committee believes that this package constitutes the appropriate mix of short-term and longer-term compensation, a significant portion of which is tied to Company performance, aligning the interests of management with those of stockholders. We believe that our compensation program is consistent with the entertainment industry, recognizes that the Company does not provide a defined benefit plan or other similar retiree benefits and generally does not provide its executive officers perquisites such as cars, club memberships or personal services. Therefore, these three components, when added together, reflect an accurate picture of the total compensation we provide our senior executives.
 
     The Compensation Committee also believes that the compensation package is properly designed not to encourage unnecessary and excessive risk taking. Two of the Company’s three compensation components (annual incentive bonus and equity incentive compensation) are tied to the Company’s performance measured by EBITDA, as more fully described below. The Compensation Committee believes this structure to be appropriate from a risk perspective -- EBITDA as a performance target is calculated for the Company as a whole rather than any specific department. Moreover, the three components are appropriately balanced such that the incentive-based components are not outsized in comparison with executives’ salaries. It is important to note in this regard that Vincent and Linda McMahon did not participate in recent years in the Company’s annual incentive bonus or equity incentive compensation.
 
     Overall, the Committee believes that management performed well in 2009 despite a difficult economic environment (revenues were down approximately 10% while EBITDA, which we use as our performance measure as further described below, increased by 9%). In our view compensation for the period appropriately aligns with this good Company performance -- management received payments under the management incentive bonus plan at levels significantly above target levels. In addition, management’s stock compensation was favorably impacted due to its 2009 target number of shares achieving 142% payout (subject to further service vesting conditions) as a result of the Company’s high level of EBITDA performance.
 
     Management’s Role in the Compensation-Setting Process. The Chairman and Chief Executive Officer, Chief Operating Officer and Senior Vice President, Human Resources review the performance of each officer with a level of Vice President or higher each year shortly after the financial results for a fiscal year are known (the “Annual Performance Review”). The conclusions reached and recommendations based on this review, including proposed salary, incentive bonuses and performance stock unit grants, are presented to the Compensation Committee.
 
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     Role of Compensation Consultant and Use of Market Data. During 2009, the Committee consulted with Frederic W. Cook & Co. (the “Compensation Consultant”). The Compensation Consultant is paid by the Company and has access to management, but importantly is hired by and reports directly to the Compensation Committee. To date, design aspects of compensation have been proposed by management, with the Compensation Consultant advising on the appropriateness of the design and market competitive levels of compensation. The Compensation Committee, however, does not specify limits either on the scope of the Compensation Consultant’s inquiry or on areas on which the Compensation Consultant is allowed to comment, other than to prohibit the Compensation Consultant from undertaking work on behalf of management without the Committee’s consent. Such consent has never been asked or given, and the Compensation Consultant has never provided consulting services to the Company other than for executive and Director compensation. In general, total compensation for the Company’s executive officers is reviewed vis-à-vis broad-based published market data to determine whether we are generally competitive in the market. It should be noted that this market data does not come from a specified peer group, is not industry specific and is not related to the groups used for comparison in the Cumulative Total Return Chart included in the Company’s Annual Report on Form 10-K. We do not attempt to maintain a certain target percentile within a peer group.
 
     Compensation Components.
 
     Salary. Mr. McMahon (and Linda McMahon, who was our CEO until September 2009) waived all compensation from November 2004 through December 31, 2006. In 2007, they began receiving salary at an annual rate of $850,000, in the case of Mr. McMahon, and $500,000, in the case of Mrs. McMahon, as recommended by the Compensation Committee and approved by the Board. Mr. McMahon will continue to waive all other compensation (Mrs. McMahon’s compensation ended with her resignation in September 2009). Mr. McMahon’s salary is well below the compensation to which he is entitled under his agreements with the Company and, we believe, also considerably below market rates. As to other senior executives, we have attempted to limit raises to fairly moderate percentage increases except in instances of promotions or extraordinary contributions to the Company’s performance, which are the only instances where the Company would anticipate increasing compensation materially. We expect to continue this practice. In the most recent Annual Performance Review, which occurred in February 2010, salaries were set for 2010. For the named executive officers (other than the McMahons) recent annual base salaries were as follows:
 
Name       Calendar 2007       Calendar 2008       Calendar 2009       Calendar 2010
George A. Barrios    N/A    $ 500,000 $ 500,000 $517,500
Donna N. Goldsmith $ 350,000 $ 370,000 $ 500,000 (1) $525,000
Kevin Dunn $ 650,000 $ 725,000 $ 725,000 $750,000
John Laurinaitis $ 382,500 $ 397,800 (2) $ 410,000 $420,100
____________________
 
(1)       In January 2009, Ms. Goldsmith became our Chief Operating Officer.
 
(2) In March 2009, John Laurinaitis was promoted to the position of Executive Vice President, Talent Relations.
 
     Annual Incentive Bonuses. We believe that a reasonable annual bonus plan that is based on personal and company-wide performance is an excellent means of incentivizing executives to focus on critical financial and strategic
short and longer term goals, tying their interests to those of stockholders without the structural cost increases inherent in salary escalation and without encouraging unnecessary and excessive risk-taking. Our management incentive plan is administered under our 2007 Omnibus Incentive Plan and is structured to meet the performance-based criteria of, and is therefore deductible for federal income tax purposes under, Section 162(m) of the Internal Revenue Code. Additional information on our management incentive plan is set forth in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.
 
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     Our management incentive bonus program has an objective component and a subjective component. Over the past several years, we have used EBITDA as our objective performance target measurement, generally tying our target for bonus purposes to the same EBITDA number as is in the budget we use to run our business. EBITDA for these purposes is defined as net income from continuing operations before interest and other income, income taxes, depreciation and amortization. The individual performance component is based on many factors, such as competency, creativity, leadership and communication, with scores in each area and a final score, summarizing such factors. We have maintained 85% of target, and an individual rating of 3.0 out of 5.0, as the threshold tests. Performance below either of the Company or the individual performance thresholds precludes the payment of a bonus. Assuming both thresholds are met, bonuses are established based on percentages of the individual’s salary in effect on the December 31 preceding the payment date. In 2009, bonus targets ranged from 15% (for those at the Director level) to 60% (for the Chief Operating Officer and EVP, Television Production). For additional information on the ranges of bonuses for the named executive officers, see “Executive Compensation – Grants of Plan-Based Awards.” The following shows the EBITDA target, threshold percentage, percentage of target we achieved and the aggregate funding of the incentive pool as a percentage of the aggregate target level for each of the past few years:
 
            Threshold       Percentage of Target       Aggregate Funding
Year EBITDA Target Percentage Achieved of Incentive Pool
Calendar 2007   $84 million 85% 93% 88%
Calendar 2008 $93.5 million   85%   89%   82%
Calendar 2009 $75.4 million* 85% 121% 142%
____________________
 
*       While the 2009 EBITDA target was lower than the prior year’s, at the time it was set, there was ample indication (including poor economic and business results during the fourth quarter of 2008) that the worldwide economy was weak. The target was set at what the Company considered to be an appropriately aggressive number.
 
     Payments of annual incentive bonuses under the management incentive plan to the named executive officers are set forth in column (g) of the Summary Compensation Table.
 
     While the Compensation Committee has been generally satisfied with the operation of the management incentive plan, it also recognizes that at times the exercise of either positive or negative discretion is necessary to reflect accurately the true performance of the individual. Such discretion has never been exercised to lower or waive company performance targets generally. In limited cases, modest bonuses beyond those required by the plan have been paid. No such additional bonuses have been paid to named executives for the past three years. The Committee also retains the right to exercise negative discretion over bonuses under the plan and at times has exercised such discretion. The Company has not been faced with the situation of, and has no formal policies governing what would happen in the event of, a restatement or adjustment of financial statements on which prior bonuses or stock performance decisions have been made.
 
     We believe that our EBITDA targets are set at appropriately aggressive numbers, reflecting projected growth of our business. For calendar 2010, we have established an EBITDA goal of $108.5 million, and again we will use a threshold of 85% of this EBITDA target. We believe this target appropriately aligns management’s interests with those of stockholders. The 2010 EBITDA target is consistent with the growth for the Company we have forecasted as part of our long-term plan. The range of percentage payments by level and other structural aspects of the plan will remain the same as in 2009. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.
 
     Performance and Restricted Stock Units. Our annual compensation program includes a longer-term component consisting of a grant of stock units with a performance requirement under the 2007 Omnibus Incentive Plan, which allows such grants to be deductible under Internal Revenue Code Section 162(m). These stock units
 
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have both a performance requirement and a vesting requirement. If the performance level is below the minimum, all stock units are forfeited. If at least the minimum performance criteria are satisfied, the stock units will begin to accrue dividends and will vest in three equal annual installments with the first such vesting on or about the July 20th following the determination that the performance target has been met. The performance requirement utilizes the same EBITDA target as our management plan, with a sliding scale of 75% of target units earned for meeting the 85% of EBITDA target minimum up to 100% of target units for 100% of EBITDA target. Above 100% of EBITDA target, the units increase 2% for each 1% EBITDA. This overage is subject to a maximum cap of 150% of target units (for EBITDA of 125% or more of target), which cap is a potential risk mitigator. This is illustrated in the following table, with interpolation between the percentages shown:
 
EBITDA Compared to Target
      Below 85%       85%       95%       100%       105%       115%       125%       Above 125%
Shares that meet Performance              
Test and are not Forfeited: 0%   75%   92%   100%   110%   130%   150%   150%

     New hire and promotion grants are still made on a case-by-case basis in restricted stock units, which have no performance test but are subject to vesting, generally over three years. All share awards are approved by the Compensation Committee.
 
     The Committee views equity compensation as intermediate to longer-term in nature and an integral part of the total compensation opportunity at the Company. A description of our stock units is set forth in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.
 
     Stock units are granted annually as a part of the Annual Performance Review. While these grants are generally tied to individual performance, no numerical equations are used in setting the size of the grants. Rather, such grants have been based on recommendations from the Senior Vice President, Human Resources with the approval of the Chairman and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and then reviewed and approved by the Compensation Committee. The Committee closely monitors the aggregate number of shares granted each year and holds management to an annual pool of shares that is approved by the Committee separately from its approval of individual grants. In February 2010, we made our annual stock unit grant for the year. The following table shows the aggregate number of performance stock units granted to all eligible employees in the normal annual grant for the past few years and the current year. These numbers do not include grants for new hires/promotions:
 
Aggregate target units in Annual
      Aggregate target units in Annual       Grant (adjusted to reflect       Aggregate units earned in
Year Grant (unadjusted)   forfeitures) respect of such year
Calendar 2007 471,750 466,750 578,770
Calendar 2008 471,500 379,000   310,780
Calendar 2009   586,500 538,500 764,670
Calendar 2010 420,750 Not known Not known

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     The following table reflects grants made in 2010 to our named executive officers calculated in the same manner as described in footnote 2 to “Grants of Plan-Based Awards” Table:
 
Estimated Future Payouts Under Equity Incentive
Plan Awards (2010)
      Threshold (#)       Target (#)       Maximum (#)
Vincent K. McMahon     0         0         0    
Linda E. McMahon 0 0 0
George A. Barrios 24,375 32,500 48,750
Donna N. Goldsmith 26,625 35,500 53,250
Kevin Dunn 30,000 40,000 60,000
John Laurinaitis 13,125 17,500 26,250

     In the future, we expect to continue to make annual grants of performance stock units during the first quarter of the new year consistent with the requirements of Code Section 162(m). We plan to continue our practice of making these performance stock grants (assuming we meet performance criteria in the year of the grant) vest over three years on the same date in the summer each year. We will also make grants of restricted stock units for new hires and promotions on a case-by-case basis. We do not plan grants or vesting dates of stock units around news releases in order to provide any special benefits to our employees. To date, we have only taken into consideration the value of grants generally when setting other components of compensation. We do not have an equation for calculating total compensation whereby equity decreases other components of compensation (or vice versa) based on a formula.
 
     We believe that equity compensation is different from salary and bonus in that, due to its performance and vesting requirements, stock units serve both a retention and compensation purpose. Equity compensation (especially where it has a performance test as ours generally does and a vesting requirement which ours does) aligns interests of management with stockholders. In addition, as with any stock, there are inherent risks of ownership of stock units. Lastly, it is hoped that stock units, together with our 401(k) Plan, will be utilized by our employees for retirement planning, as we do not provide a defined benefits retirement plan.
 
     Stock Ownership Guidelines. While we believe that it is in the best interests of stockholders for management to own a significant amount of our Common Stock, to date we have not imposed specific stock ownership requirements on our executive officers. We believe members of the McMahon family own stock far in excess of any normal ownership guidelines. As to other executive officers, we believe their performance requirements and vesting periods sufficiently align their interests with those of stockholders such that formal stock ownership requirements are not necessary.
 
     Employment and Other Agreements. We have an employment agreement and a booking agreement with Vincent McMahon that were entered into several years ago and under which he is waiving all compensation other than salary at an annual rate of $850,000. In addition, we had an employment agreement with Linda McMahon until she resigned as Chief Executive Officer in September 2009. Mrs. McMahon waived all compensation under that agreement other than a salary of $500,000. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” While we generally attempt to avoid entering into employment agreements with our other executives, we have severance arrangements with most of our executive officers including our named executive officers as described in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” These agreements generally provide for a specified period of severance (and, in certain instances, the vesting of equity beyond what is required by the plan) in the event of an involuntary termination of employment without cause. The Company believes that these negotiated severance provisions are necessary for the Company to hire high calibre executives.
 
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     Summary. We believe that we have the appropriate mix of compensation components and that the levels of compensation incentivize management and serve our retention goals while remaining fiscally prudent and not encouraging excessive risks. Going forward, while we may adjust certain aspects of the compensation program, we believe that it is fundamentally sound.
 
Compensation Committee Report
 
     Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act or the Securities Exchange Act of 1934 that might incorporate future filings, in whole or in part, including our Annual Report on Form 10-K for the year ended December 31, 2009 and the Company’s currently effective Registration Statements on Forms S-3 and S-8, the following Report, and the Audit Committee Report set forth under Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm, shall not be incorporated by reference into any such filings.
 
     The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
 
The Compensation Committee
Lowell P. Weicker, Jr., Chair
David Kenin
Michael B. Solomon

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Summary Compensation Table
 
     The following table sets forth certain information about the compensation of our Principal Executive Officer, our former Co-Principal Executive Officer, our Chief Financial Officer and our three next most highly compensated executive officers who were serving as executive officers at December 31, 2009. These individuals are referred to as the “named executive officers.”
 
Non-Equity
Stock Incentive Plan All Other
          Salary Bonus Awards Compensation Compensation Total
Name and Principal Position (a) Year (b) ($)(c)      ($)(d)      ($)(e)      ($)(g)      ($)(i)      ($)(j)
Vincent K. McMahon(1) 2009 882,692 0 0 0 9,406 (2) 892,098
Chairman 2008 850,000 0 0 0 8,880 (2) 858,880
(Principal Executive Officer) 2007 833,654 0 0 0 8,425 (2) 842,079
 
Linda E. McMahon(3) 2009 371,154 0 0 0 8,858 (2) 380,012
(Former Co-Principal Executive Officer) 2008 500,000 0 0 0 8,880 (2) 508,880
2007 490,385 0 0 0 7,842 (2) 498,227
 
George A. Barrios(4) 2009 519,231 0 346,850 (5) 355,000 7,662 (2) 1,228,743
Chief Financial Officer 2008 365,385 0 470,750 (5) 205,000 7,119 (2) 1,048,254
 
Donna N. Goldsmith(6) 2009 519,231 0 297,300 (5) 450,000 7,817 (2) 1,274,348
Chief Operating Officer 2008 376,923 0 589,000 (5) 250,000 7,350 (2) 1,223,273
2007 347,126 0 400,250 (5) 175,000 7,217 (2) 929,593
 
Kevin Dunn 2009 752,885 0 594,600 (5) 625,000 7,817 (2) 1,980,302
EVP, Television Production 2008 713,462 0 847,350 (5) 360,000 7,350 (2) 1,928,162
2007 647,115 0 880,550 (5) 350,000 8,699 (2) 1,886,364
 
John Laurinaitis 2009 423,423 0 247,750 (5) 291,000 7,817 (2) 969,990
EVP, Talent Relations 2008 395,446 0 282,450 (5) 115,000 7,350 (2) 800,246
2007 381,635 0 320,200 (5) 118,000 6,163 (2) 825,998
____________________

(1)      Since 2007, Mr. McMahon has received a salary at an annual rate of $850,000 (due to timing of salary cycles, all Company employees received twenty-seven pay periods in 2009 compared with the normal twenty-six) and waived all other compensation. See “Compensation Discussion and Analysis.”
 
(2) Consists of matching contributions under our 401(k) plan and certain life insurance payments.
 
(3) Mrs. McMahon resigned as Chief Executive Officer in September 2009. Prior to that, since 2007, Mrs. McMahon received a $500,000 annual salary and waived all other compensation. See “Compensation Discussion and Analysis.”
 
(4) Mr. Barrios became our Chief Financial Officer in March 2008.
 
(5) Represents the aggregate grant date fair value of awards of restricted and performance stock units pursuant to our 2007 Omnibus Incentive Plan consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For these purposes, performance stock units are assumed to have been granted in amounts that would occur if the Company meets its performance criteria at 100% of target. Assuming the highest level of performance conditions will be achieved, numbers of performance shares would be 150% of the numbers included in the table. For disclosure on assumptions made in the valuation of these awards, see “Note 16 -- Share Based Compensation” to our Consolidated Financial Statements. The Company achieved one hundred twenty-one percent (121%) of its EBITDA target for 2009, and as a result, 142% of the target stock awards were earned (subject to continued service vesting). To the named executives, this was Mr. Barrios – 49,700 units; Ms. Goldsmith – 42,600 units; Mr. Dunn – 85,200 units; and Mr. Laurinaitis – 35,500 units.
 
(6) Ms. Goldsmith was promoted to Chief Operating Officer effective January 1, 2009. Prior thereto, she was EVP, Consumer Products.
 
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Grants of Plan-Based Awards
 
Estimated Future Payouts Under Estimated Future Payouts Under Grant Date Fair
Non-Equity Incentive Plan Awards(1) Equity Incentive Plan Awards(2) Value of Stock
Grant Date Threshold Target Maximum Threshold Target Maximum Awards
Name (a)      (b)      ($)(c)      ($)(d)      ($)(e)      (#)(f)      (#)(g)      (#)(h)      ($)(l)(3)(4)
Vincent K. McMahon N/A — — — — — — —
Linda E. McMahon N/A — — — — — — —
George A. Barrios 2/26/09 64,687 258,750 452,812 26,250 35,000 52,500 346,850
Donna N. Goldsmith 2/26/09 78,750 315,000 551,250 22,500 30,000 45,000 297,300
Kevin Dunn 2/26/09 112,500 450,000 787,500 45,000 60,000 90,000 594,600
John Laurinaitis 2/26/09 51,250 205,000 358,750 18,750 25,000 37,500 247,750
____________________
 
(1)      The amounts shown in column (c) reflect the generally applicable minimum payment level under the Company’s annual management incentive plan administered under the 2007 Omnibus Incentive Plan which is one-quarter of the target amount shown in column (d). Actual minimums may be lower due to a restricted bonus pool available to the Company as a whole or due to the exercise of negative discretion. The amount shown in column (e) is the sum of (x) 150% of the target individual component, which is the maximum payment for this component of the bonus; plus (y) 100% of the total target for the Company performance component, which is the maximum payment for this component of the bonus provided the Company meets 100% of its EBITDA target. Although the Company performance component is technically not capped if the Company exceeds 100% of EBITDA target (other than at the maximum payable to an employee under the Plan), any such additional payment must be approved by the Chairman and Chief Executive Officer and Compensation Committee. While the payment of bonuses at theoretical maximum levels would be highly unlikely, they are 4% of EBITDA for a named executive officer, 3% for any other employee and a total of 20% of EBITDA for all participants in the aggregate. For actual payments made under this plan for 2009, see column (g) of “Summary Compensation Table.”
 
(2) The amounts shown in column (f) reflect the number of units that are not forfeited if the Company meets the minimum level of its performance criteria (85% of the EBITDA target) which is seventy-five percent (75%) of the target number of shares shown in column (g). If the Company exceeds 85% of its EBITDA target, there is a sliding scale up to 100% of the target units for 100% of EBITDA target. Above 100% of EBITDA target, the units increase 2% for each 1% EBITDA is over target up to a maximum of 150% of target units for 125% of EBITDA target. This is the maximum number of units that may be granted under the plan as shown in column (h). All units that are not forfeited due to the Company hitting its EBITDA target remain subject to vesting in three equal annual installments with the first such vesting on July 20, 2010.
 
(3) Reflects the full grant date fair value under FASB ASC Topic 718 (column (l)) of grants of performance stock units and is based upon the probable outcome of such conditions. The amounts are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures, and correspond with the 2009 stock award values in the Summary Compensation Table. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” for more information about our restricted and performance stock units. For additional disclosure on assumptions made in the valuation of these awards, see “Note 16 – Share Based Compensation” to our Consolidated Financial Statements.
 
(4) The Company achieved one hundred twenty-one percent (121%) of its EBITDA target for 2009, and as a result, 142% of the target stock awards were earned (subject to continued service vesting). To the named executives, this was Mr. Barrios – 49,700 units; Ms. Goldsmith – 42,600 units; Mr. Dunn – 85,200 units; and Mr. Laurinaitis – 35,500 units.
 
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
 
     The Summary Compensation Table and Grants of Plan-Based Awards Table above provide certain information regarding compensation of our named executive officers. This narrative provides additional and explanatory information regarding compensation of our named executive officers and should be read in conjunction with those tables.
 
     Employment Agreements. Certain of our named executive officers have employment agreements that affect the compensation reported for them. We currently have an employment agreement with Vincent McMahon having a term ending on October 14, 2011. Mr. McMahon also has a booking contract that is coterminous with his employment agreement. From November 2004 through January 1, 2007, Mr. and Mrs. McMahon (while she was our Chief Executive Officer) waived all compensation, consisting of salary, bonuses and booking fees, under their agreements. Since the beginning of 2007, they began receiving salary at an annual rate of $850,000, in the case of Mr. McMahon, and $500,000, in the case of Mrs. McMahon (her compensation ended with her resignation in September 2009). Mr. McMahon continues to waive all other compensation. His employment agreement automatically extends 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.
 
     Under his employment agreement, in the event we terminate Mr. McMahon’s employment other than for cause, death or disability, or if he terminates his employment for good reason, or if he terminates his 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 Mr. McMahon 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 two years and to continue his or her benefit plan participation for such period. If Mr. McMahon dies during the term of his agreement, we are obligated to pay to his estate compensation and benefits that are accrued but unpaid as of the date of death, plus a lump sum amount equal to his base salary and bonus for two years. If we terminate Mr. McMahon’s employment for cause, if he resigns without good reason, or if his employment is terminated due the executive’s disability, we are obligated to pay compensation and benefits accrued but unpaid as of the date of termination. Amounts that have been waived by Mr. McMahon will not be deemed accrued but unpaid for the foregoing purposes. If Mr. McMahon becomes subject to any change in control excise taxes, we will be obligated to provide him a “gross-up” payment sufficient, on an after-tax basis, to cover any such excise taxes. Mr. McMahon’s employment agreement also contains confidentiality covenants and covenants that, among other things, prohibit him 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. The employment agreement for Mr. McMahon allows personal travel on the Company’s aircraft when it is not being used for business purposes. Personal use is paid for by the McMahon family so that no incremental cost is incurred by the Company.
 
     Since the agreement with Mr. McMahon was entered into several years ago, the Compensation Committee plans to review the agreement and potentially replace it during 2010.
 
     We have an agreement with Donna Goldsmith under which, if she is terminated without cause or resigns for good reason, she will be entitled to receive her base salary and health benefits for a two-year period. Ms. Goldsmith would be subject to non-compete, confidentiality and non-disparagement covenants.
 
     We have an agreement with George Barrios under which, if he is terminated without cause, he will be entitled to receive his base salary for a one-year severance period and the vesting of any unvested portion of the 25,000 restricted stock units granted to him on his hiring.
 
     For additional information regarding our agreements with our named executive officers, see “Potential Payments Upon Termination or Change in Control.”
 
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     Performance and Restricted Stock Units. Under the terms of our Restricted Stock Unit Agreements, dividends accrue at the same rate as are paid on our shares of Class A common stock, which is currently $0.36 per share per quarter. In the case of performance stock units, dividends begin to accrue after the performance test is met. Dividend accruals vest at the same time as the vesting of the restricted or performance stock units on which they accrue. Stock units generally vest over three years (assuming, in the case of performance units, that the performance test has been met), however, in the event that following a change of control an employee is terminated without cause or terminates his or her employment as a result of a decrease in base salary, a change in responsibility or reporting structure or a change in employment location of more than twenty-five miles, such vesting is accelerated. One grant, made in 2004, provides for seven-year vesting with acceleration if the Company achieves EBITDA of $100 million in any year.
 
     Management Incentive Plan. Our management incentive plan is administered under the 2007 Omnibus Incentive Plan and provides for incentive cash bonuses to be made annually based upon Company-wide and individual performance. The plan provides guidelines for the calculation of bonuses subject to Compensation Committee oversight and approval. For 2009, participants’ bonuses were based on two components, individual performance and Company performance. The participant had to meet threshold targets for both components in order to receive any bonus. Individual performance is based on many factors, such as competency, creativity, leadership and communication, with scores in each area and a final score, summarizing such factors, of between 0 and 5. An executive had to receive at least a 3.0 rating to receive a bonus. At the beginning of 2009, the Compensation Committee set a Company-wide performance target of $75.4 million of EBITDA, of which the Company had to achieve 85% in order for any bonus to be paid. Bonuses were established based on percentages of the individual’s salary in effect on the December 31 preceding the payment date, with such targets ranging from 15% (for those at the Director level) to 60% (for the Chief Operating Officer and Executive Vice President, Television Production). The Company had EBITDA for these purposes of $91.2 million and accordingly paid bonuses. Payments of these bonuses to the named executive officers are set forth in column (g) of the Summary Compensation Table. For additional information concerning the operation of our annual management incentive plan, see the Compensation Discussion and Analysis.
 
     The management incentive plan put into place for 2010 largely follows the 2009 plan. In respect of 2010, the Company must reach 85% of its EBITDA target of $108.5 million in order for bonuses to be paid. If this target is met, and the individual’s performance rating is at or above 3.0, the executive is entitled to participate. The Company-wide performance portion is based upon the individual’s contribution to such success and other subjective factors as senior management recommends and the Compensation Committee approves. The component relating to personal performance increases linearly from a performance rating of 3.0 to a maximum level of 5.0. Assuming the Company achieves 100 percent of its target, (i) the maximum payment of the Company-wide performance portion is 100% of the individual’s overall target; and (ii) the maximum payment of the individual performance component (a score of 5.0) is 150% of the individual component target. In the event that the Company’s performance exceeds 100% of its EBITDA target, the allocation of the pool arising as a result of such excess is allocated through the exercise of negative discretion by the Compensation Committee, on the recommendation of the Company’s Chairman and Chief Executive Officer, below maximums allowed under the Plan.
 
     Assuming the Company achieves 100 percent of its target, the combination of the Company performance and individual performance ratings will translate into bonuses equal to a percentage of the individual’s salary in effect on the December 31 preceding the payment date, ranging as follows:
 
2010 Bonus as % of Annual Salary
Level      Minimum Threshold      Target      Maximum
Vice President 6.25 25.0 43.75
Senior Vice President 8.75 35.0 61.25
Executive Vice President & Chief Financial Officer 12.50 50.0 87.50
Chief Operating Officer and Executive Vice President,
       Television Production 15.0 60.0 105.0

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     For the named executives, this would result in the following payouts in respect of 2010:
 
Estimated Future Payments (2010)
     Threshold($)      Target($)      Maximum($)
Vincent K. McMahon 0 0 0
George A. Barrios 64,687 258,750 452,812
Donna N. Goldsmith 78,750 315,000 551,250
Kevin Dunn 112,500 450,000 787,500
John Laurinaitis 51,250 205,000 358,750

Outstanding Equity Awards At Fiscal Period-End
 
Option Awards Stock Awards
Number of Number of
Securities Securities Market Value
Underlying Underlying Number of of Shares or
Unexercised Unexercised Option Option Shares or Units of Units of Stock
Options (#) Options (#) Exercise Expiration Stock That Have That Have
     Exercisable      Unexercisable      Price      Date      Not Vested      Not Vested
Name(a) (b) (c) ($)(e) (f) (#)(g) ($)(h)
Vincent K. McMahon 0 0 N/A N/A 0 0
Linda E. McMahon 0 0 N/A N/A 0 0
George A. Barrios 0 0 N/A N/A 69,786 (1) 1,069,819 (1)(2)
Donna N. Goldsmith 0 0 N/A N/A 91,395 (1) 1,401,085 (1)(2)
Kevin Dunn 0 0 N/A N/A 143,853 (1) 2,205,266 (1)(2)
John Laurinaitis 675 0 13.45 6/5/12 56,456 (1) 865,470 (1)(2)
____________________
 
(1)      Includes dividends that have accrued (at a non-preferential rate) as additional restricted units but were not vested at December 31, 2009. These stock units vest in three equal annual installments with the first such vesting on or about July 20th following the determination that the performance target has been met.
 
(2) These amounts are calculated by multiplying the closing price of $15.33 on December 31, 2009, the last trading day in 2009, by the number of unvested restricted or performance stock units, as the case may be, on that day.
 
(3) These stock units vest in three equal annual installments (with the first such vesting on July 20, 2010) and accrue dividends at a non-preferential rate from the end of the fiscal period for which the performance test has been met (December 31, 2009).
 
20
 

Option Exercises and Stock Vested
 
Stock Awards
Number
of Shares Value
Acquired on Realized
Vesting on Vesting
Name (a)      (#)(d)(1)      ($)(e)
Vincent K. McMahon 0 0
Linda E. McMahon 0 0
George A. Barrios 9,296 101,698 (2)
Donna N. Goldsmith 27,207 366,206 (3)
Kevin Dunn 60,412 813,146 (3)
John Laurinaitis 23,342 314,183 (3)
____________________
 
(1) The number of shares acquired on vesting includes the gross number of shares that vested, including shares withheld by the Company to cover the withholding tax payable upon such vesting.
 
(2) These amounts are calculated by multiplying the number of shares vested by $10.94, the closing price on the date of vesting (April 24, 2009).
 
(3)      These amounts are calculated by multiplying the number of shares vested by $13.46, the closing price on the date of vesting (July 20, 2009).
 
Potential Payments Upon Termination or Change in Control.
 
     Certain agreements with our named executive officers provide for pay or accelerated vesting of equity in the event of an involuntary termination without cause or a termination following a change in control or in the event of death of the named executive officer. In addition, under the terms of our Performance and Restricted Stock Unit Agreements, in the event that, within 24 months after a change of control, as defined in the agreement, an employee is terminated without cause or terminates his or her employment as a result of a decrease in base salary, a change in responsibility or reporting structure or a change in employment location of more than twenty-five miles, such stock units and accrued dividend units will vest at the target level. For a qualitative description of these agreements for named executive officers, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”. The following is a quantification of such provisions, assuming hypothetically that the triggering event took place on the last business day of 2009 with the closing price per share of the Company’s Common Stock on that date of $15.33. The Company’s unvested options do not accelerate vesting upon termination, death or a change in control, so no information is included in respect of any intrinsic value realizable through any accelerated vesting. All amounts are in dollars payable in a lump sum, except where noted.
 
21
 

Termination
Involuntary Following
Executive Benefit Not For Cause Change in
and Payments Termination Control Death
Name      Upon Separation      ($)      ($)      ($)
Vincent K. McMahon Compensation:
       Salary 2,170,000 (1) 2,170,000 (1) 2,170,000 (1)
       Bonus 2,170,000 (1) 2,170,000 (1) 2,170,000 (1)
       Excise Tax Gross Up(2)      0 1,830,052 (2) 0
 
Long-Term Incentive
Compensation:
       Accelerated Vesting of
       Stock Units 0 0 0
              Total: 4,340,000 6,170,052 4,340,000
 
George A. Barrios Compensation:
       Salary 517,500 (3) 0 0
       Bonus 0 0 0
 
Long-Term Incentive
Compensation:
       Accelerated Vesting of
       Stock Units 307,918 1,069,819 0
              Total: 825,418 1,069,819 0
 
Donna N. Goldsmith Compensation:
       Salary 1,050,000 (4) 0 0
       Bonus 0 0 0
 
Long-Term Incentive
Compensation:
       Accelerated Vesting of
       Stock Units 0 1,401,085 0
              Total: 1,050,000 (3) 1,401,085 0
 
Kevin Dunn Compensation:
       Salary 0 0 0
       Bonus 0 0 0
 
Long-Term Incentive
Compensation:
       Accelerated Vesting of
       Stock Units 0 2,205,266 0
              Total: 0 2,205,266 0
 

22
 

Termination
Involuntary Following
Executive Benefit Not For Cause Change in
and Payments Termination Control Death
Name         Upon Separation         ($)         ($)         ($)
John Laurinaitis   Compensation:
       Salary 0 0 0
       Bonus 0 0 0
 
Long-Term Incentive
Compensation:
       Accelerated Vesting of
       Stock Units 0 865,470 0
              Total: 0 865,470 0
____________________
 
(1) Includes voluntary resignation for good reason. Under his employment agreements, Mr. McMahon is required to maintain the confidentiality of Company information indefinitely after his termination and has a one-year non-compete covenant.
     
(2) If payment of the foregoing amounts would result in an excise tax imposed by Internal Revenue Code Section 4999, the Company is required to gross up the payment in an amount such that, after payment of all taxes on such gross up, Mr. McMahon retains an amount equal to the excise tax imposed. This number is an estimate of this gross up payment.
 
(3) Payable over one-year severance period.
 
(4) Payable over two-year severance period. Ms. Goldsmith will also be paid in the event of voluntary resignation for good reason. Under this agreement, Ms. Goldsmith has agreed to non-compete, confidentiality and non-disparagement covenants.
 
     Linda McMahon did not receive any additional compensation by reason of her resignation as Chief Executive Officer in September 2009.
 
Director Compensation
 
     The following table sets forth the components of total compensation earned during 2009 by our non-management Directors.
 
Fees Earned or Stock Option
Paid in Cash Awards Awards Total
Name (a)         ($)(b)         ($)(c)         ($)(d)         ($)(h)
David Kenin(1)   0 (3) 92,500 (2) 0 (3) 92,500
Joseph H. Perkins(1) 46,000 (3) 37,500 (2) 0 (3) 83,500
Frank A. Riddick, III(1) 63,000 (3) 37,500 (2) 0 (3) 100,500
Michel B. Solomon(1) 0 (3) 97,000 (2) 0 (3) 97,000
Jeffrey R. Speed(1) 52,000 (3) 37,500 (2) 0 (3) 89,500
Lowell P. Weicker, Jr.(1) 64,500 (3) 37,500 (2) 0 (3) 102,000
____________________
 
(1)       During 2009 we paid our non-management Directors a retainer at an annual rate of $75,000 (this was increased to $80,000 effective January 1, 2010), payable in equal quarterly installments in arrears. In addition, we pay our Audit and Compensation Committee Chairs an annual fee of $12,000, payable in equal quarterly installments in arrears, and non-management Directors also receive a fee of $1,500 for each Board meeting that they attend in person and a fee of $500 for each Board meeting in which they
 
23
 

participate by telephone. They receive a fee of $1,500 for each Committee meeting they attend, whether in person or telephonically. They only receive one meeting fee if multiple meetings occur on the same day. Fifty percent of a Director’s retainer is paid in unrestricted shares of our Class A common stock and, at the election of the Director, the remaining 50% of such retainer, together with all chair and meeting fees, may be paid either in such shares or in cash. All Directors receive reimbursement of expenses incurred in connection with participation in our Board and Committee meetings. Management Directors do not receive additional compensation for their services as a Director.
 
(2) Grant date fair value under FASB ASC Topic 718. In the case of Messrs. Kenin and Solomon, they have made the election described in footnote 1 above to take all of their fees in shares of stock. See “Security Ownership of Certain Beneficial Owners and Management” for a description of the number of shares of our Common Stock owned by each of our Directors.
     
(3) No options were granted to Directors in 2009. At December 31, 2009, the Directors had the following numbers of shares and options under awards from the Company: Mr. Kenin – 17,611 shares and 15,000 options; Mr. Perkins – 6,034 shares and 15,000 options; Mr. Riddick 4,086 shares and no options; Mr. Solomon – 31,053 shares and no options; Mr. Speed – 4,086 shares and no options; Gov. Weicker – 3,442 shares and no options.
 
Certain Relationships and Related Transactions
 
     As provided in its Charter, the Audit Committee is responsible for reviewing and approving related party transactions, which the Company defines as those required to be disclosed by applicable SEC regulations. While no written policies exist, the Audit Committee believes it will apply a standard of reasonable business practices to any such related party transactions.
 
     In August 2001, The Vincent K. McMahon Irrevocable Trust sold to Invemed Catalyst Fund, L.P. (“Invemed”) shares of Common Stock and in connection with such sale, we entered into a registration rights agreement under which we registered all shares held by Invemed, will maintain such effectiveness until no longer needed and will pay certain expenses incident to the registration, excluding underwriting commissions, and will indemnify the stockholder against certain civil liabilities, including certain liabilities under the Securities Act.
 
     Stephanie McMahon and Paul Levesque are the daughter and son-in-law of Vincent and Linda McMahon. Stephanie McMahon is an executive officer of the Company; Paul Levesque is a key performer for, and independent contractor of, the Company. Shane McMahon is the son of Vincent and Linda McMahon who, until December 31, 2009, was an executive officer of the Company. During 2009, Shane McMahon and Stephanie McMahon received compensation for their services as executive officers, and Stephanie McMahon continues to do so. In addition, both Shane and Stephanie McMahon participate in talent royalties for certain Company products bearing their names and/or likenesses. Calculated in a manner consistent with the Total column (j) of the Summary Compensation Table (and including royalties), Shane McMahon’s total compensation was approximately $524,488, $745,076 and $708,229 in 2009, 2008 and 2007, respectively; and Stephanie McMahon’s compensation was approximately $813,961, $733,141 and $677,125, in 2009, 2008 and 2007, respectively. Mr. Levesque receives talent pay and royalties, subject to a guaranteed minimum. We believe his pay is generally consistent with that of our other top stars. The employment of Shane McMahon and Stephanie McMahon predated the Company’s initial public offering in 1999 and the formation of the Audit Committee. The importance of Paul Levesque as one of the Company’s top superstars predated both the Company’s initial public offering and his marriage to Stephanie McMahon which resulted in his becoming a related party. The Audit Committee does not review the retention of these individuals each year nor does it approve their levels of compensation. Instead, as to levels of compensation, the Audit Committee relied on the
 
24
 

approval procedures of the Compensation Committee in the case of Shane McMahon and Stephanie McMahon. In the case of Paul Levesque, his pay is set by a multi-year agreement that was last negotiated by the Company’s Chairman/Chief Executive Officer and the Company’s Talent Relations Department in 2006. The Audit Committee believes that this oversight of employee pay by the Compensation Committee, and talent pay by Mr. McMahon and the Talent Relations Department, is consistent with relevant expertise and good business practice.
 
     In February 2008, the Company announced an increase in its quarterly dividend from $.24 to $.36 per share. At that time, the McMahon family and their trusts entered into an agreement with the Company to waive the increased portion of the dividend for all shares of Class A and Class B common stock beneficially held by the family for a period of three years subject to early termination, in the event of Mr. McMahon’s death. Instead, they continue to receive a quarterly cash dividend of $.24 per share. Any new dividend waiver is subject to the agreement of members of the McMahon family and their receipt of the approval of the Internal Revenue Service. No assurances can be given that any similar dividend waiver will be in place after the current dividend waiver expires.
 
     In September 2009, Linda McMahon resigned as Chief Executive Office of the Company and announced her candidacy for the United States Senate, representing the State of Connecticut. In November 2009, Mrs. McMahon resigned as a Director of the Company. Mrs. McMahon’s election team engaged the Company to produce certain television advertisements during the initial months of the campaign. The Company performed these services and charged the campaign (indirectly through its outside media consultant) the fair market value for the provided television production services, approximately $162,000. In addition, Mrs. McMahon rented personal office space from the Company for a period of two and one half months for which the Company received approximately $23,000, which represented the fair market value of the office space utilized.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
     Section 16(a) of the Securities Exchange Act of 1934 requires our Directors, executive officers, and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. Based on information available to us during 2009, we believe that all Section 16(a) filings were made timely.
 
25
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The following table sets forth certain information known to us with respect to beneficial ownership of our Common Stock as of March 15, 2010 by (1) each stockholder known by us to be the beneficial owner of more than five percent of either Class A common stock or Class B common stock; (2) each of the Directors and named executive officers; and (3) the Directors and executive officers as a group. Unless otherwise indicated, the address of each stockholder listed in the table below is 1241 East Main Street, Stamford, Connecticut 06902.
 
Amount and Nature
of Beneficial
Title of Class         Name and Address of Beneficial Owner         Ownership         % of Class
Class B(1) Vincent K. McMahon 43,421,427 (2) 91.0
Class B(1) Linda E. McMahon 566,770 (3) 1.9
Class B(1) Stephanie McMahon 1,930,130 (4) 4.0
Class B(1) Shane B. McMahon 1,906,221 (5) 4.0
Class A Royce & Associates LLC (6) 2,126,544 8.3
745 Fifth Avenue
New York, New York 10151
Class A Renaissance Technologies LLC (7) 1,871,700 7.3
James H. Simons
800 Third Avenue
New York, NY 10022
Class A BlackRock, Inc. (8) 1,319,964 5.1
40 East 52nd Street
New York, NY 10022
Class A George A. Barrios 8,973 *
Class A Donna N. Goldsmith 55,435 *
Class A Kevin Dunn 20,959 *
Class A John Laurinaitis 675 (9) *
Class A Basil V. DeVito, Jr. 790 *
Class A David Kenin 17,611 (10) *
Class A Joseph H. Perkins 6,034 (10) *
Class A Frank A. Riddick, III 7,211 *
Class A Michael B. Solomon 119,003 *
Class A Jeffrey R. Speed 4,086 *
Class A Lowell P. Weicker, Jr. 3,642 (10) *
Class A and Class B(11) All Executive Officers and Directors as a 45,600,463 62.1
Group (19 persons)
____________________
 
*
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 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 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.
 
26
 

Assuming hypothetically that all shares of Class B were converted into Class A, the only five percent stockholder would be Mr. McMahon, who would have the right to vote and dispose of 59 percent of the Class A common stock.
         
(2) Includes 13,048,526 shares of Class B common stock owned by Vincent K. McMahon 2008 Irrevocable Trust, for which Mr. McMahon acts as trustee with rights to vote and dispose of the shares. Excludes 566,670 shares of Class B common stock and 100 Shares of Class A common stock owned by Linda E. McMahon.
 
(3) Excludes 43,421,427 shares of Class B common stock beneficially owned by Vincent McMahon and set forth opposite his name in the table. Includes 100 shares of Class A common stock owned by Mrs. McMahon.
 
(4) This amount shown is derived from an Amendment No. 2 to Schedule 13G, dated February 4, 2010, and includes 44,897 shares of Class A common stock held by Ms. McMahon, and an additional 22,500 shares of Class A common stock which may be purchased within 60 days through the exercise of options. Includes 1,862,733 shares of Class B common stock held by the Stephanie McMahon Levesque Trust U/A Vincent K. McMahon Irrevocable Trust dated June 24, 2004, of which Ms. McMahon is the sole beneficiary and for which she, as investment director, has sole voting and investment power over the shares.
   
(5) This amount shown is derived from an Amendment No. 2 to Schedule 13G, dated February 9, 2010, and includes 43,488 shares of Class A common stock held by Mr. Shane McMahon and 1,862,733 shares of Class B common stock held by the Shane McMahon Trust U/A Vincent K. McMahon Irrevocable Trust dated June 24, 2004, of which Shane McMahon is the sole beneficiary and for which he, as investment director, has sole voting and investment power over the shares.
 
(6) The amount shown is derived from an Amendment No. 1 to Schedule 13G, dated January 26, 2010. Royce & Associates, LLC is an investment advisor with sole power to vote and dispose of these shares.
 
(7) The amount shown is derived from an Amendment No. 3 to Schedule 13G, dated February 12, 2010, jointly filed on behalf of Renaissance Technologies LLC (“RTC”) and James H. Simons. RTC is an investment adviser having sole voting and dispositive power over the shares. Dr. Simons is the control person of RTC.
 
(8) The amount shown is derived from a Schedule 13G, dated January 29, 2010. BlackRock, Inc. is the parent holding company or control person of BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Australia Limited, and BlackRock Investment Management, LLC, each of which holds shares of Class A common stock. BlackRock, Inc. has sole power to vote and dispose of these shares.
 
(9) Consists of shares of Class A common stock which may be purchased within 60 days through his exercise of options.
 
(10) Includes shares of Class A common stock owned directly and the following shares which may be purchased within 60 days through the exercise of options: Mr. Kenin – 15,000 shares; and Mr. Perkins – 15,000 shares. In the case of Gov. Weicker, includes 200 shares owned by his wife.
 
(11) Assumes hypothetically that all shares of Class B common stock have been converted into Class A common stock.
 
27
 

PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
 
     The Board of Directors has recommended that the stockholders ratify the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2010. Deloitte & Touche LLP has audited our consolidated financial statements since 1984. Although ratification of this selection is not legally required, the Board of Directors believes that it is appropriate for the stockholders to ratify such action as a matter of good corporate governance. If the stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider their appointment as our independent registered public accounting firm. 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.
 
Independent Auditors Fees
 
     The following table presents fees for professional audit services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”) for the audit of our financial statements for calendar years 2009 and 2008, and fees for other services rendered by Deloitte & Touche during those periods.
 
        2009         2008
Audit Fees (a) $ 1,051,100 $ 1,158,350
Audit-Related Fees (b) 43,430 40,075
Tax Fees (c) 12,000 26,580
All Other Fees (d) — —
       Total $ 1,106,530 $ 1,225,005
 
____________________
 
(a) Fees for audit services consisted of the audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements, statutory audits, United Kingdom audits and other services related to SEC matters including fees related to attestation of management’s assessment of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002.
     
(b) Fees for audit-related services consisted of the audit of the Company’s employee benefit plans.
 
(c) Tax fees consisted of fees for tax planning and advice services. Tax planning and advice are services rendered with respect to proposed and prior year transactions. Such services consisted primarily of assistance with Federal and state tax audits, refund claims and appeals.
 
(d) No other services were rendered by Deloitte & Touche during 2009 or 2008.
 
     The Audit Committee has adopted policies and procedures for pre-approving all non-audit work performed by Deloitte & Touche. In general, the provision of such services must be compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee annually reviews and pre-approves services on a list of generally pre-approved services, subject to projected dollar fees, and the Committee is updated from time to time at regularly scheduled meetings as to the actual fees vis-à-vis these projections. All of the services provided by Deloitte & Touche in the table above were pre-approved by the Audit Committee. If additional services are identified throughout the year, they are taken to the Audit Committee’s Chair for pre-approval. The Audit Committee Chair is designated to pre-approve them, reporting such pre-approval to the entire Audit Committee at its next meeting, unless such services have projected fees in excess of $25,000, in which case they are to be pre-approved by the entire Audit Committee.
 
28
 

Audit Committee Report
 
     The primary purpose of the Audit Committee is to assist the Board in monitoring the integrity of our financial statements, our independent auditor’s qualifications and independence, the performance of our independent auditors and our compliance with legal and regulatory requirements. The Board, in its business judgment, has determined that all members of the Committee are “independent,” as required by applicable listing standards of the New York Stock Exchange and applicable regulations of the SEC. The Audit Committee operates pursuant to a charter, a copy of which is available on the Company’s website (corporate.wwe.com/documents/audit_committee_charter.pdf).
 
     Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors were responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards.
 
     In performing its oversight role, the Audit Committee has, among other things covered in its charter, reviewed and discussed the audited financial statements with management and the independent auditors. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee has also considered whether the provision of non-audit services by the independent auditors is compatible with maintaining the auditors’ independence and has discussed with the auditors their independence.
 
     Based on the reports and discussions described in this Report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in this Report and in the charter, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
 
     While the members of the Audit Committee meet the independence, financial experience and other qualification requirements of the New York Stock Exchange and applicable securities laws, they are not professionally engaged in the practice of auditing or accounting. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations, efforts and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that Deloitte and Touche LLP is in fact independent.
 
The Audit Committee
Frank A. Riddick, III, Chair
David Kenin
Michael B. Solomon
Jeffrey R. Speed

29
 

STOCKHOLDER PROPOSALS FOR 2011 ANNUAL MEETING
 
     Stockholder proposals for inclusion in our proxy materials for at our 2011 Annual Meeting must be received at the Company’s principal executive offices, 1241 East Main Street, Stamford, CT 06902 Attn: Corporate Secretary on or before November 18, 2010. Under our By-laws, any stockholder proposal received after that date will be considered timely for purposes of the 2011 Annual Meeting only if the stockholder provides our Secretary notice of the proposal no earlier than February 1, 2011, and not later than March 1, 2011; provided that if the 2011 Annual Meeting is held on or before April 14, 2011, 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.
 
“HOUSEHOLDING” OF PROXY MATERIALS
 
     The Securities and Exchange Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement or Notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials or if you are receiving multiple copies of the proxy materials and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to World Wrestling Entertainment, Inc., 1241 East Main Street, Stamford, CT 06902, Attn: Corporate Secretary or by telephoning a request to our Corporate Secretary at (203) 352-8600.
 
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, the persons named as proxies will exercise their discretionary authority to vote on such matters in accordance with their best judgment. A copy of the 2009 Annual Report (which includes our Form 10-K for the year) is available on the website accessed as provided in the Notice. A copy is being sent with this Proxy Statement to all stockholders who requested them as provided in the Notice. Our Annual Report on Form 10-K for the year ended December 31, 2009 is also available on our website at corporate.wwe.com/documents/200910-K.pdf. We will also mail a copy of the Form 10-K 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: Corporate Secretary. To register for electronic delivery for future mailings, you can go to proxyvote.com.
 
 
BY ORDER OF THE BOARD OF DIRECTORS,
Jared F. Bartie
Executive Vice President, General Counsel
and Secretary

30
 

 
WORLD WRESTLING ENTERTAINMENT, INC.
Attn: Investor Relations
1241 EAST MAIN STREET
STAMFORD, CT 06902
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
 
 
 
 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
  DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
        For 
 All		   Withhold 
All		   For All  
Except		   To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.    
 
The Board of Directors recommends that you vote FOR the following:
  
 o		   
o		   
o		        
1.  
Election of Directors
Nominees
      
 
 
                   
01 Vincent K. McMahon 02 David Kenin        03 Joseph H. Perkins    04 Frank A. Riddick, III 05 Michael B. Solomon
06 Jeffrey R. Speed 07 Lowell P. Weicker, Jr. 08 Donna N. Goldsmith 09 Kevin Dunn 10 Basil V. DeVito, Jr.
     
The Board of Directors recommends you vote FOR the following proposal(s):      For Against Abstain
  
2.  
Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.
 o o o
   
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
 
 
 
 
 
 
 
 
For address change/comments, mark here.
(see reverse for instructions)		 Yes  No  o
           
Please indicate if you plan to attend this meeting  o   o   
       
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.
 

   
Signature [PLEASE SIGN WITHIN BOX] Date
     
Signature (Joint Owners) Date  



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/are available at www.proxyvote.com.
 
 
 
 
PROXY/VOTING INSTRUCTION CARD
WORLD WRESTLING ENTERTAINMENT, INC.
ANNUAL MEETING TO BE HELD ON APRIL 30, 2010 AT 10:00 A.M.
FOR HOLDERS AS OF 3/5/2010
 
This proxy is solicited on behalf of the Board of Directors
 
By signing this card, I (we) hereby authorize GEORGE A. BARRIOS and JARED F. BARTIE, or either of them each with full power to appoint his substitute, to vote as Proxy for me (us) at the Annual Meeting of Stockholders of World Wrestling Entertainment, Inc. to be held at the Company's headquarters, 1241 East Main Street, Stamford Connecticut 06902 on Friday, April 30, 2010 at 10:00 a.m. Eastern Time, or any adjournment thereof, the number of shares which I (we) would be entitled to vote if personally present. The proxies shall vote subject to the 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.
 

 
Address Changes/Comments:
       
   
 
     
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
 
Continued and to be signed on reverse side