In re Vincent Kennedy

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UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 102143 / January 10, 2025 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22391 
 
 
In the Matter of 
 
Vincent Kennedy 
McMahon, 
 
Respondent. 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
 
I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Vincent Kennedy McMahon 
(“Respondent” or “McMahon”). 
 
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”), which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 
these proceedings, which are admitted, and except as provided herein in Section V, Respondent 
consents to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 
21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist 
Order (“Order”), as set forth below.  
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 

 2 
Summary 
1. These proceedings concern violations of the federal securities laws by McMahon, 
the founder, controlling shareholder and former Executive Chairman and CEO of World 
Wrestling Entertainment, Inc. (“WWE” or the “Company”).  From 2018 to 2022 (“Relevant 
Period”), McMahon failed to disclose to WWE two agreements with individuals, one of whom 
had accused him of unlawful conduct (“Settlement Agreements” or “Agreements”).  One of the 
individuals was an employee of WWE, the other formerly under contract with WWE.  These 
Settlement Agreements were negotiated and signed by McMahon individually and by McMahon 
on behalf of WWE.  In addition to obligating McMahon to pay the individuals certain amounts, 
the Agreements included provisions releasing both McMahon and WWE from liability for 
potential claims based on McMahon’s conduct.    
2. Although WWE was a party to the Settlement Agreements—one signed in 2019 
and one signed in 2022—McMahon failed to disclose the agreements to WWE’s Board of 
Directors (“Board”), legal department, accountants, financial reporting personnel, and auditor.  
As a result, WWE’s accountants and auditor did not evaluate how to account for these 
transactions in WWE’s financial statements, and WWE’s legal department and Board could not 
evaluate the disclosure implications or potential risk to the Company of the Agreements. 
3. McMahon’s failure to disclose the Agreements caused material misstatements in 
WWE’s 2018 and 2021 annual reports and certain quarterly reports.  Because the payments 
required by the 2019 agreement were not recorded, even though the amounts were paid or to be 
paid by McMahon, WWE overstated its 2018 net income by approximately 8% for the year and 
approximately 22% for the fourth quarter of 2018.  Similarly, because the payments required by 
the 2022 agreement were not recorded, WWE overstated its 2021 net income and the net income 
for the fourth quarter of 2021 by approximately 1.7% and 4.9%, respectively.  In addition, these 
Agreements should have been disclosed as related party transactions.  The subsequent payments 
were also not reflected in the books and records of the Company. 
4. As a result of this conduct, McMahon violated Section 13(b)(5) of the Exchange 
Act and Rules 13b2-1 and 13b2-2(a)(1) thereunder.  In addition, McMahon caused WWE’s 
violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, and 
13a-13 thereunder.  
5. McMahon received incentive-based compensation and realized profits from the 
sale of WWE common stock during the 12-month period following the filing of financial 
statements that WWE subsequently restated due to the facts described herein.  McMahon has not 
fully reimbursed WWE or its successor in interest for these profits and incentive-based 
compensation and therefore violated Section 304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-
Oxley Act”). 
Respondent 
6. McMahon, age 78, is a resident of Stamford, CT.  McMahon founded WWE and 
served as its Executive Chairman and CEO until he stepped down in June 2022.  In January 
2023, McMahon returned as WWE’s Executive Chairman and spearheaded its merger with 

 3 
Endeavor Group Holdings (“Endeavor”) and Zuffa LLC, the parent company of the Ultimate 
Fighting Competition, in September 2023, becoming Executive Chairman of the newly formed 
entity, TKO Group Holdings, Inc. (“TKO Group”).  In January 2024, McMahon resigned from 
TKO Group.  During the Relevant Period, McMahon was WWE’s controlling shareholder, 
holding approximately 80% of WWE’s voting stock as of July 2022.   
Relevant Entity 
 
7. WWE, a Delaware corporation with its principal place of business in Stamford, 
Connecticut, is a media and entertainment company.  In September 2023, WWE merged with 
Endeavor and Zuffa LLC to create TKO Group, an SEC registered public company with 
common stock trading on the New York Stock Exchange under the ticker “TKO.”  WWE first 
became a public company in 1999.  Prior to September 2023, WWE had securities registered 
with the Commission pursuant to Section 12 of the Exchange Act and its common stock traded 
on the NYSE under the symbol “WWE.”   
Background 
8. McMahon, the founder and controlling shareholder of WWE, served as WWE’s 
CEO for nearly forty years until his first resignation in June 2022.  In 2019 and 2022, McMahon 
entered into two agreements with individuals, one of whom had accused him of unlawful 
conduct.  While the two Agreements signed in 2019 and 2022 obligated McMahon to pay any 
amounts owed, he signed the agreements both on his own behalf and on behalf of WWE.  
Pursuant to these Agreements, WWE obtained releases from legal liability. 
The Settlement Agreements 
9. In November 2018, an attorney representing both McMahon and WWE 
(“McMahon’s Attorney”) was contacted by an attorney for a former independent contractor with 
WWE (“Individual A”) who alleged, among other things, that in 2005 McMahon assaulted her 
and derailed her career after she refused to engage in a sexual relationship with him.   
10. In December 2018, Individual A’s attorney sent McMahon’s Attorney a demand 
letter, outlining Individual A’s allegations and seeking $18 million to resolve Individual A’s 
claims against McMahon and WWE.  From November 2018 to February 2019, in connection 
with the resolution of these claims, McMahon’s Attorney’s firm billed WWE more than $23,000 
for approximately 29 hours of work on the matter.   
11. On February 13, 2019, the parties signed a confidential settlement agreement, 
whereby McMahon agreed to pay Individual A $7.5 million over five years, and Individual A 
agreed to: (i) waive her rights to sue McMahon and WWE; and (ii) not disclose the existence or 
substance of her claims, the agreement, or the payments because such disclosure would “do 
irreparable harm to McMahon and to WWE.” (“Individual A Agreement”).  McMahon signed 
the Individual A Agreement on his own behalf and, separately, on the behalf of WWE.      
12. From at least 2019 to 2022, McMahon engaged in a personal relationship with a 
WWE employee (“Individual B”).  In January 2022, McMahon told Individual B that she should 
resign from WWE.  On January 28, 2022, Individual B signed a settlement agreement, in which 

 4 
McMahon agreed to pay her $3 million over five years, and Individual B agreed to not disclose 
her relationship with McMahon, the terms of the agreement or the payments, and released 
McMahon and WWE from potential legal claims (“Individual B Agreement”).  As with the 
Individual A Agreement, McMahon signed the Individual B Agreement on his own behalf and, 
separately, on behalf of WWE.  The Individual B Agreement also provided releases for WWE 
and stated that its disclosure would “do irreparable harm to McMahon and to WWE.”    
13. McMahon failed to disclose the Settlement Agreements to WWE’s legal and 
accounting departments, financial reporting personnel, Board, and the Board’s audit committee, 
as well as the Company’s outside auditor.   
14. The Settlement Agreements were not recorded in or otherwise saved with the 
Company’s books and records.  Instead, the Settlement Agreements were only stored at the 
offices of McMahon’s Attorney, where WWE’s legal, financial reporting and accounting 
personnel had neither knowledge of nor access to them.       
15. By not disclosing the Settlement Agreements and related payments, McMahon 
circumvented WWE’s system of internal accounting controls.   
16. For example, during the Relevant Period, as part of WWE’s practice, the legal 
department reviewed and analyzed contracts between WWE and other parties.  The legal 
department also sent those contracts to the financial reporting group to determine the appropriate 
accounting treatment in WWE’s financials.  
17. In addition, by 2021, WWE had documented an internal control (which had been 
in practice for many years) that its legal department provide a summary of all potential legal 
contingencies to the accounting and financial reporting groups to determine the appropriate 
disclosure and accounting in the financial statements.  During the Relevant Period, the summary 
of legal contingencies was also provided to the Board and WWE’s auditor on a quarterly basis. 
18. WWE also had a Code of Business Conduct that stated in the section on “Record 
Keeping”: “WWE Personnel are required to record and report all information accurately and 
honestly.  No undisclosed or unrecorded fund, asset or liability of the Company shall be 
established for any purpose.”   
19. In addition, each year, WWE required all its officers and directors to complete a 
Questionnaire for Directors, Nominees for Director and Executive Officers (“D&O 
Questionnaire”) to collect information for use in preparing WWE’s proxy statements and SEC 
annual filings.  To ensure that all related party transactions were disclosed, the D&O 
Questionnaire asked if there had been any “financial transaction, arrangement or relationship...in 
which the total amount involved did or will exceed $120,000, to which the Company or any 
subsidiary was or is to be a participant, and in which you or any of your immediate family or any 
of your associates had or will have any direct or indirect material interest?”  McMahon 
inaccurately answered “no” to this question on both his 2019 and 2022 D&O Questionnaires.     
20. Because McMahon did not disclose the Settlement Agreements and related 
payments to WWE’s legal, accounting, and financial reporting groups, WWE and its auditor 
were not able to assess or advise as to the appropriate disclosures or accounting treatment for 

 5 
those claims, and WWE’s legal department and Board could not evaluate the disclosure 
implications or potential risk to the Company of the Agreements. 
21. In connection with the WWE 2018 Form 10-K, filed on February 7, 2019, and in 
connection with the WWE 2021 Form 10-K, filed on February 3, 2022, McMahon executed 
management representation letters to WWE’s auditor in connection with its audit of WWE’s 
financial statements.   
22. At the time he signed the February 7, 2019 management representation letter, 
McMahon knew that the Individual A Agreement would require him to pay Individual A $7.5 
million and release any claims against him and against WWE.  McMahon knew, or was reckless 
in not knowing, that the Individual A Agreement and related payments and releases had not been 
evaluated by WWE’s legal, accounting, and financial reporting groups, or by the Board, audit 
committee or auditor, to assess whether either disclosure or accrual was needed in WWE’s 
financial statements.  
23. Similarly, at the time McMahon signed the February 3, 2022 management 
representation letter, he knew that the Individual B Agreement required him to pay Individual B 
$3 million and released any potential claims against him and against WWE.  McMahon knew, or 
was reckless in not knowing, that the Individual B Agreement and related payments and releases 
had not been evaluated by WWE’s legal, accounting, and financial reporting groups, or by the 
Board, audit committee or auditor to assess whether either disclosure or accrual was needed in 
WWE’s financial statements.   
24. Nevertheless, McMahon signed these management representation letters, 
representing that:  
(i) there are no “unasserted claims or assessments”; 
(ii) all deficiencies in the design or operation of internal control over financial reporting 
have been disclosed; 
(iii) “relevant information regarding financial interests and contractual arrangements, if 
any, with related parties” have been made available; 
(iv) “there are no transactions that have not been properly recorded and reflected in the 
financial statements;” 
(v) there were no known actual or possible litigation and claims whose effects should be 
considered when preparing the financial statements that have not been disclosed and 
accounted for in accordance with Generally Accepted Accounting Principles 
(“GAAP”); 
(vi) “no events have occurred after December 31, 2018, but before February 7, 2019, the 
date the financial statements were issued that require consideration as adjustments to, 
or disclosures in, the financial statements”  [2019 management representation letter]; 
and 
(vii) “no events have occurred after December 31, 2021, but before February 3, 2022, the 
date the financial statements were issued that require consideration as adjustments to, 
or disclosures in, the financial statements.”  [2022 management representation letter] 

 6 
25. Although McMahon was obligated to pay all amounts owed, the payments under 
the Settlement Agreements should have been recognized as expenses by the Company as of 
December 31, 2018 and as of December 31, 2021.  WWE was a party to the Agreements, as 
evidenced by McMahon signing on behalf of the Company.  In addition, WWE benefitted from 
the Settlement Agreements, receiving releases and avoiding reputational harm caused by 
allegations of misconduct by its CEO being made public.    
26. The $7.5 million was probable and estimable and pertained to the year ended 
December 31, 2018, and the $3 million was probable and estimable and pertained to the year 
ended December 31, 2021.  See Accounting Standards Codification 450-20-25-2.  Therefore, the 
$7.5 million that McMahon was obligated to pay pursuant to the Individual A Agreement and the 
$3 million that McMahon was obligated to pay pursuant to the Individual B Agreement were 
WWE expenses and should have been recorded as such in the Company’s financial statements.  
27. Because the expense arising from the Individual A Agreement was not recorded, 
WWE overstated its net income for the fourth quarter of 2018 by approximately 22%, and its 
annual net income for 2018 by approximately 8%.   
28. Because the expenses arising from the Individual B Agreement were not recorded 
in WWE’s financial statements, WWE overstated its fourth quarter 2021 net income by 4.9% and 
its full year 2021 net income by 1.7%.    
29. All the Forms 10-Q filed by WWE for the periods ended March 31, 2019 to 
March 31, 2022 also misstated liabilities, paid in capital, and accumulated deficits in those 
periods and failed to make related party disclosures. 
30. Because the CEO, Chairman and principal stockholder agreed to make the 
payments on behalf of the Company, in addition to recording the expense, WWE was also 
required to disclose the transactions and the subsequent payments when made as related party 
transactions under GAAP.   
31. GAAP defines related party transactions to include those between an entity and its 
principal owners, management, or members of their immediate families [ASC 850-10-05-3] and 
requires that financial statements include disclosures of material related party transactions 
including, among other things, the nature of the relationships involved, a description of the 
transactions, and the dollar amounts of the transactions [ASC 850-10-50-1].   
32. Because WWE’s Board, legal and accounting groups, and auditor were not 
informed of the Settlement Agreements, the Company did not record the Agreements and 
expenses in its financial statements, and it did not disclose the Agreements and payments as 
related party transactions in its SEC filings.   
33. In addition, because these expenses were not recorded, WWE’s books and 
records, such as its general ledger and trial balance, were inaccurate. 
 
 

 7 
The Settlement Agreements Come to Light 
34. Certain allegations against McMahon came to the attention of the Board in April 
2022.  On April 15, 2022, the Board held a special meeting to discuss the allegations against 
McMahon.  During that meeting, McMahon denied the allegations.  Subsequently, WWE’s 
Board undertook an investigation.  On June 17, 2022, WWE announced that it was investigating 
alleged misconduct by McMahon.   
35. On July 22, 2022, McMahon resigned as CEO and Chairman of the Board of 
WWE.   
36. On July 25, 2022, WWE filed a report with the Commission, disclosing that it had 
made a preliminary determination that approximately $14.6 million of unrecorded expenses paid 
or to be paid by McMahon from 2006 to 2022 should have been recorded as expenses in WWE’s 
consolidated financial statements in the quarters in which those agreements were made 
(“Unrecorded Expenses”).  The Unrecorded Expenses related to settlement agreements with five 
women, all of which released WWE from claims or potential claims against it.  WWE concluded 
that the expenses associated with the Individual A Agreement and Individual B Agreement 
should have been recorded in 2018 and 2021, respectively. 
37. On August 16, 2022, WWE filed an amended Form 10-K for the year ended 
December 31, 2021 (“Form 10-K/A”) and restated its consolidated financial statements for the 
years 2019, 2020, and 2021 and the unaudited financial statements for the first quarter of 2022.  
In WWE’s 2022 Form 10-K, filed on February 2, 2023, WWE disclosed the payments made by 
McMahon within the Related Party Note to the Financial Statements.     
38. During the 12-month periods following filings containing financial results that 
WWE was required to restate, McMahon received incentive-based compensation and realized 
profits from the sale of WWE common stock.   
39. Following its internal investigation, WWE required McMahon to reimburse the 
Company for $64,497 related to his incentive-based compensation.   
40. WWE did not claw back any profits from McMahon’s stock sales during the 
applicable periods.     
Violations 
41. As a result of the conduct described above, McMahon violated Section 13(b)(5) 
of the Exchange Act, which prohibits a person from knowingly circumventing or knowingly 
failing to implement a system of internal accounting controls.   
42. As a result of the conduct described above, McMahon violated Exchange Act 
Rule 13b2-2(a)(1), which prohibits officers or directors of an issuer from, directly or indirectly, 
making or causing to be made, a materially false or misleading statement to an accountant in 
connection with an audit of the issuer’s financial statements or the preparation or filing of any 
document or report required to be filed with the Commission.   

 8 
43. As a result of the conduct described above, McMahon caused WWE’s violation of 
Section 13(b)(2)(A) of the Exchange Act, which requires issuers with a class of securities 
registered pursuant to Section 12 of the Exchange Act to make and keep books, records, and 
accounts which, in reasonable detail, accurately and fairly reflect the issuer’s transactions and 
disposition of assets.   
44. As a result of the conduct described above, McMahon violated Exchange Act 
Rule 13b2-1, which prohibits any person from directly or indirectly falsifying, or causing the 
falsification of, any book, record, or account subject to Section 13(b)(2)(A) of the Exchange Act.   
45. As a result of the conduct described above, McMahon caused WWE’s violations 
of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder, which 
require issuers with securities registered under Section 12 of the Exchange Act to file annual and 
quarterly reports with the Commission containing such information as the Commission’s rules 
may require, and mandate that those reports contain such further material information as may be 
necessary to make the required statements not misleading.  
46. As a result of the conduct described above, McMahon violated Section 304 of the 
Sarbanes-Oxley Act, which requires the chief executive officer or chief financial officer of any 
issuer required to prepare an accounting restatement due to material noncompliance with the 
securities laws as a result of misconduct to reimburse the issuer for (1) any bonus or other 
incentive-based or equity-based compensation received by that person from the issuer during the 
12-month period following the first public issuance or filing with the Commission of the 
financial document embodying such financial reporting requirement, and (2) any profits realized 
from the sale of securities of the issuer during that 12-month period. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offer.  
 
Accordingly, it is hereby ORDERED that:  
 
A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violation and any future violations of Sections 13(a), 13(b)(2)(A), and 
13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13b2-1, and 13b2-2(a)(1) 
thereunder, and Section 304 of the Sarbanes-Oxley Act. 
B. Respondent shall within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $400,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.  
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon request;  

 9 
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Vincent Kennedy McMahon as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Thomas P. 
Smith, Jr., Associate Director, New York Regional Office, Securities and Exchange 
Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004-2616. 
 
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
D. Respondent shall, within 14 days of the entry of the Order, reimburse WWE or its 
successor in interest for a total of $1,330,915.90 pursuant to Section 304(a) of the Sarbanes-
Oxley Act.  Respondent shall simultaneously deliver proof of satisfying this reimbursement 
obligation to Thomas P. Smith, Jr., Associate Director, New York Regional Office, Securities 
and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004-2616. 
  

 10 
 
V. 
 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 
debt for the violation by Respondent of the federal securities laws or any regulation or order 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§523(a)(19). 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 102143 / January 10, 2025 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22391 

 

 

In the Matter of 

 

Vincent Kennedy 

McMahon, 

 

Respondent. 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

 

I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Vincent Kennedy McMahon 

(“Respondent” or “McMahon”). 

 

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”), which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over him and the subject matter of 

these proceedings, which are admitted, and except as provided herein in Section V, Respondent 

consents to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 

21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist 

Order (“Order”), as set forth below.  

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

 
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 

person or entity in this or any other proceeding. 



 2 

Summary 

1. These proceedings concern violations of the federal securities laws by McMahon, 

the founder, controlling shareholder and former Executive Chairman and CEO of World 

Wrestling Entertainment, Inc. (“WWE” or the “Company”).  From 2018 to 2022 (“Relevant 

Period”), McMahon failed to disclose to WWE two agreements with individuals, one of whom 

had accused him of unlawful conduct (“Settlement Agreements” or “Agreements”).  One of the 

individuals was an employee of WWE, the other formerly under contract with WWE.  These 

Settlement Agreements were negotiated and signed by McMahon individually and by McMahon 

on behalf of WWE.  In addition to obligating McMahon to pay the individuals certain amounts, 

the Agreements included provisions releasing both McMahon and WWE from liability for 

potential claims based on McMahon’s conduct.    

2. Although WWE was a party to the Settlement Agreements—one signed in 2019 

and one signed in 2022—McMahon failed to disclose the agreements to WWE’s Board of 

Directors (“Board”), legal department, accountants, financial reporting personnel, and auditor.  

As a result, WWE’s accountants and auditor did not evaluate how to account for these 

transactions in WWE’s financial statements, and WWE’s legal department and Board could not 

evaluate the disclosure implications or potential risk to the Company of the Agreements. 

3. McMahon’s failure to disclose the Agreements caused material misstatements in 

WWE’s 2018 and 2021 annual reports and certain quarterly reports.  Because the payments 

required by the 2019 agreement were not recorded, even though the amounts were paid or to be 

paid by McMahon, WWE overstated its 2018 net income by approximately 8% for the year and 

approximately 22% for the fourth quarter of 2018.  Similarly, because the payments required by 

the 2022 agreement were not recorded, WWE overstated its 2021 net income and the net income 

for the fourth quarter of 2021 by approximately 1.7% and 4.9%, respectively.  In addition, these 

Agreements should have been disclosed as related party transactions.  The subsequent payments 

were also not reflected in the books and records of the Company. 

4. As a result of this conduct, McMahon violated Section 13(b)(5) of the Exchange 

Act and Rules 13b2-1 and 13b2-2(a)(1) thereunder.  In addition, McMahon caused WWE’s 

violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, and 

13a-13 thereunder.  

5. McMahon received incentive-based compensation and realized profits from the 

sale of WWE common stock during the 12-month period following the filing of financial 

statements that WWE subsequently restated due to the facts described herein.  McMahon has not 

fully reimbursed WWE or its successor in interest for these profits and incentive-based 

compensation and therefore violated Section 304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-

Oxley Act”). 

Respondent 

6. McMahon, age 78, is a resident of Stamford, CT.  McMahon founded WWE and 

served as its Executive Chairman and CEO until he stepped down in June 2022.  In January 

2023, McMahon returned as WWE’s Executive Chairman and spearheaded its merger with 



 3 

Endeavor Group Holdings (“Endeavor”) and Zuffa LLC, the parent company of the Ultimate 

Fighting Competition, in September 2023, becoming Executive Chairman of the newly formed 

entity, TKO Group Holdings, Inc. (“TKO Group”).  In January 2024, McMahon resigned from 

TKO Group.  During the Relevant Period, McMahon was WWE’s controlling shareholder, 

holding approximately 80% of WWE’s voting stock as of July 2022.   

Relevant Entity 

 

7. WWE, a Delaware corporation with its principal place of business in Stamford, 

Connecticut, is a media and entertainment company.  In September 2023, WWE merged with 

Endeavor and Zuffa LLC to create TKO Group, an SEC registered public company with 

common stock trading on the New York Stock Exchange under the ticker “TKO.”  WWE first 

became a public company in 1999.  Prior to September 2023, WWE had securities registered 

with the Commission pursuant to Section 12 of the Exchange Act and its common stock traded 

on the NYSE under the symbol “WWE.”   

Background 

8. McMahon, the founder and controlling shareholder of WWE, served as WWE’s 

CEO for nearly forty years until his first resignation in June 2022.  In 2019 and 2022, McMahon 

entered into two agreements with individuals, one of whom had accused him of unlawful 

conduct.  While the two Agreements signed in 2019 and 2022 obligated McMahon to pay any 

amounts owed, he signed the agreements both on his own behalf and on behalf of WWE.  

Pursuant to these Agreements, WWE obtained releases from legal liability. 

The Settlement Agreements 

9. In November 2018, an attorney representing both McMahon and WWE 

(“McMahon’s Attorney”) was contacted by an attorney for a former independent contractor with 

WWE (“Individual A”) who alleged, among other things, that in 2005 McMahon assaulted her 

and derailed her career after she refused to engage in a sexual relationship with him.   

10. In December 2018, Individual A’s attorney sent McMahon’s Attorney a demand 

letter, outlining Individual A’s allegations and seeking $18 million to resolve Individual A’s 

claims against McMahon and WWE.  From November 2018 to February 2019, in connection 

with the resolution of these claims, McMahon’s Attorney’s firm billed WWE more than $23,000 

for approximately 29 hours of work on the matter.   

11. On February 13, 2019, the parties signed a confidential settlement agreement, 

whereby McMahon agreed to pay Individual A $7.5 million over five years, and Individual A 

agreed to: (i) waive her rights to sue McMahon and WWE; and (ii) not disclose the existence or 

substance of her claims, the agreement, or the payments because such disclosure would “do 

irreparable harm to McMahon and to WWE.” (“Individual A Agreement”).  McMahon signed 

the Individual A Agreement on his own behalf and, separately, on the behalf of WWE.      

12. From at least 2019 to 2022, McMahon engaged in a personal relationship with a 

WWE employee (“Individual B”).  In January 2022, McMahon told Individual B that she should 

resign from WWE.  On January 28, 2022, Individual B signed a settlement agreement, in which 



 4 

McMahon agreed to pay her $3 million over five years, and Individual B agreed to not disclose 

her relationship with McMahon, the terms of the agreement or the payments, and released 

McMahon and WWE from potential legal claims (“Individual B Agreement”).  As with the 

Individual A Agreement, McMahon signed the Individual B Agreement on his own behalf and, 

separately, on behalf of WWE.  The Individual B Agreement also provided releases for WWE 

and stated that its disclosure would “do irreparable harm to McMahon and to WWE.”    

13. McMahon failed to disclose the Settlement Agreements to WWE’s legal and 

accounting departments, financial reporting personnel, Board, and the Board’s audit committee, 

as well as the Company’s outside auditor.   

14. The Settlement Agreements were not recorded in or otherwise saved with the 

Company’s books and records.  Instead, the Settlement Agreements were only stored at the 

offices of McMahon’s Attorney, where WWE’s legal, financial reporting and accounting 

personnel had neither knowledge of nor access to them.       

15. By not disclosing the Settlement Agreements and related payments, McMahon 

circumvented WWE’s system of internal accounting controls.   

16. For example, during the Relevant Period, as part of WWE’s practice, the legal 

department reviewed and analyzed contracts between WWE and other parties.  The legal 

department also sent those contracts to the financial reporting group to determine the appropriate 

accounting treatment in WWE’s financials.  

17. In addition, by 2021, WWE had documented an internal control (which had been 

in practice for many years) that its legal department provide a summary of all potential legal 

contingencies to the accounting and financial reporting groups to determine the appropriate 

disclosure and accounting in the financial statements.  During the Relevant Period, the summary 

of legal contingencies was also provided to the Board and WWE’s auditor on a quarterly basis. 

18. WWE also had a Code of Business Conduct that stated in the section on “Record 

Keeping”: “WWE Personnel are required to record and report all information accurately and 

honestly.  No undisclosed or unrecorded fund, asset or liability of the Company shall be 

established for any purpose.”   

19. In addition, each year, WWE required all its officers and directors to complete a 

Questionnaire for Directors, Nominees for Director and Executive Officers (“D&O 

Questionnaire”) to collect information for use in preparing WWE’s proxy statements and SEC 

annual filings.  To ensure that all related party transactions were disclosed, the D&O 

Questionnaire asked if there had been any “financial transaction, arrangement or relationship…in 

which the total amount involved did or will exceed $120,000, to which the Company or any 

subsidiary was or is to be a participant, and in which you or any of your immediate family or any 

of your associates had or will have any direct or indirect material interest?”  McMahon 

inaccurately answered “no” to this question on both his 2019 and 2022 D&O Questionnaires.     

20. Because McMahon did not disclose the Settlement Agreements and related 

payments to WWE’s legal, accounting, and financial reporting groups, WWE and its auditor 

were not able to assess or advise as to the appropriate disclosures or accounting treatment for 



 5 

those claims, and WWE’s legal department and Board could not evaluate the disclosure 

implications or potential risk to the Company of the Agreements. 

21. In connection with the WWE 2018 Form 10-K, filed on February 7, 2019, and in 

connection with the WWE 2021 Form 10-K, filed on February 3, 2022, McMahon executed 

management representation letters to WWE’s auditor in connection with its audit of WWE’s 

financial statements.   

22. At the time he signed the February 7, 2019 management representation letter, 

McMahon knew that the Individual A Agreement would require him to pay Individual A $7.5 

million and release any claims against him and against WWE.  McMahon knew, or was reckless 

in not knowing, that the Individual A Agreement and related payments and releases had not been 

evaluated by WWE’s legal, accounting, and financial reporting groups, or by the Board, audit 

committee or auditor, to assess whether either disclosure or accrual was needed in WWE’s 

financial statements.  

23. Similarly, at the time McMahon signed the February 3, 2022 management 

representation letter, he knew that the Individual B Agreement required him to pay Individual B 

$3 million and released any potential claims against him and against WWE.  McMahon knew, or 

was reckless in not knowing, that the Individual B Agreement and related payments and releases 

had not been evaluated by WWE’s legal, accounting, and financial reporting groups, or by the 

Board, audit committee or auditor to assess whether either disclosure or accrual was needed in 

WWE’s financial statements.   

24. Nevertheless, McMahon signed these management representation letters, 

representing that:  

(i) there are no “unasserted claims or assessments”; 

(ii) all deficiencies in the design or operation of internal control over financial reporting 

have been disclosed; 

(iii) “relevant information regarding financial interests and contractual arrangements, if 

any, with related parties” have been made available; 

(iv) “there are no transactions that have not been properly recorded and reflected in the 

financial statements;” 

(v) there were no known actual or possible litigation and claims whose effects should be 

considered when preparing the financial statements that have not been disclosed and 

accounted for in accordance with Generally Accepted Accounting Principles 

(“GAAP”); 

(vi) “no events have occurred after December 31, 2018, but before February 7, 2019, the 

date the financial statements were issued that require consideration as adjustments to, 

or disclosures in, the financial statements”  [2019 management representation letter]; 

and 

(vii) “no events have occurred after December 31, 2021, but before February 3, 2022, the 

date the financial statements were issued that require consideration as adjustments to, 

or disclosures in, the financial statements.”  [2022 management representation letter] 



 6 

25. Although McMahon was obligated to pay all amounts owed, the payments under 

the Settlement Agreements should have been recognized as expenses by the Company as of 

December 31, 2018 and as of December 31, 2021.  WWE was a party to the Agreements, as 

evidenced by McMahon signing on behalf of the Company.  In addition, WWE benefitted from 

the Settlement Agreements, receiving releases and avoiding reputational harm caused by 

allegations of misconduct by its CEO being made public.    

26. The $7.5 million was probable and estimable and pertained to the year ended 

December 31, 2018, and the $3 million was probable and estimable and pertained to the year 

ended December 31, 2021.  See Accounting Standards Codification 450-20-25-2.  Therefore, the 

$7.5 million that McMahon was obligated to pay pursuant to the Individual A Agreement and the 

$3 million that McMahon was obligated to pay pursuant to the Individual B Agreement were 

WWE expenses and should have been recorded as such in the Company’s financial statements.  

27. Because the expense arising from the Individual A Agreement was not recorded, 

WWE overstated its net income for the fourth quarter of 2018 by approximately 22%, and its 

annual net income for 2018 by approximately 8%.   

28. Because the expenses arising from the Individual B Agreement were not recorded 

in WWE’s financial statements, WWE overstated its fourth quarter 2021 net income by 4.9% and 

its full year 2021 net income by 1.7%.    

29. All the Forms 10-Q filed by WWE for the periods ended March 31, 2019 to 

March 31, 2022 also misstated liabilities, paid in capital, and accumulated deficits in those 

periods and failed to make related party disclosures. 

30. Because the CEO, Chairman and principal stockholder agreed to make the 

payments on behalf of the Company, in addition to recording the expense, WWE was also 

required to disclose the transactions and the subsequent payments when made as related party 

transactions under GAAP.   

31. GAAP defines related party transactions to include those between an entity and its 

principal owners, management, or members of their immediate families [ASC 850-10-05-3] and 

requires that financial statements include disclosures of material related party transactions 

including, among other things, the nature of the relationships involved, a description of the 

transactions, and the dollar amounts of the transactions [ASC 850-10-50-1].   

32. Because WWE’s Board, legal and accounting groups, and auditor were not 

informed of the Settlement Agreements, the Company did not record the Agreements and 

expenses in its financial statements, and it did not disclose the Agreements and payments as 

related party transactions in its SEC filings.   

33. In addition, because these expenses were not recorded, WWE’s books and 

records, such as its general ledger and trial balance, were inaccurate. 

 

 



 7 

The Settlement Agreements Come to Light 

34. Certain allegations against McMahon came to the attention of the Board in April 

2022.  On April 15, 2022, the Board held a special meeting to discuss the allegations against 

McMahon.  During that meeting, McMahon denied the allegations.  Subsequently, WWE’s 

Board undertook an investigation.  On June 17, 2022, WWE announced that it was investigating 

alleged misconduct by McMahon.   

35. On July 22, 2022, McMahon resigned as CEO and Chairman of the Board of 

WWE.   

36. On July 25, 2022, WWE filed a report with the Commission, disclosing that it had 

made a preliminary determination that approximately $14.6 million of unrecorded expenses paid 

or to be paid by McMahon from 2006 to 2022 should have been recorded as expenses in WWE’s 

consolidated financial statements in the quarters in which those agreements were made 

(“Unrecorded Expenses”).  The Unrecorded Expenses related to settlement agreements with five 

women, all of which released WWE from claims or potential claims against it.  WWE concluded 

that the expenses associated with the Individual A Agreement and Individual B Agreement 

should have been recorded in 2018 and 2021, respectively. 

37. On August 16, 2022, WWE filed an amended Form 10-K for the year ended 

December 31, 2021 (“Form 10-K/A”) and restated its consolidated financial statements for the 

years 2019, 2020, and 2021 and the unaudited financial statements for the first quarter of 2022.  

In WWE’s 2022 Form 10-K, filed on February 2, 2023, WWE disclosed the payments made by 

McMahon within the Related Party Note to the Financial Statements.     

38. During the 12-month periods following filings containing financial results that 

WWE was required to restate, McMahon received incentive-based compensation and realized 

profits from the sale of WWE common stock.   

39. Following its internal investigation, WWE required McMahon to reimburse the 

Company for $64,497 related to his incentive-based compensation.   

40. WWE did not claw back any profits from McMahon’s stock sales during the 

applicable periods.     

Violations 

41. As a result of the conduct described above, McMahon violated Section 13(b)(5) 

of the Exchange Act, which prohibits a person from knowingly circumventing or knowingly 

failing to implement a system of internal accounting controls.   

42. As a result of the conduct described above, McMahon violated Exchange Act 

Rule 13b2-2(a)(1), which prohibits officers or directors of an issuer from, directly or indirectly, 

making or causing to be made, a materially false or misleading statement to an accountant in 

connection with an audit of the issuer’s financial statements or the preparation or filing of any 

document or report required to be filed with the Commission.   



 8 

43. As a result of the conduct described above, McMahon caused WWE’s violation of 

Section 13(b)(2)(A) of the Exchange Act, which requires issuers with a class of securities 

registered pursuant to Section 12 of the Exchange Act to make and keep books, records, and 

accounts which, in reasonable detail, accurately and fairly reflect the issuer’s transactions and 

disposition of assets.   

44. As a result of the conduct described above, McMahon violated Exchange Act 

Rule 13b2-1, which prohibits any person from directly or indirectly falsifying, or causing the 

falsification of, any book, record, or account subject to Section 13(b)(2)(A) of the Exchange Act.   

45. As a result of the conduct described above, McMahon caused WWE’s violations 

of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder, which 

require issuers with securities registered under Section 12 of the Exchange Act to file annual and 

quarterly reports with the Commission containing such information as the Commission’s rules 

may require, and mandate that those reports contain such further material information as may be 

necessary to make the required statements not misleading.  

46. As a result of the conduct described above, McMahon violated Section 304 of the 

Sarbanes-Oxley Act, which requires the chief executive officer or chief financial officer of any 

issuer required to prepare an accounting restatement due to material noncompliance with the 

securities laws as a result of misconduct to reimburse the issuer for (1) any bonus or other 

incentive-based or equity-based compensation received by that person from the issuer during the 

12-month period following the first public issuance or filing with the Commission of the 

financial document embodying such financial reporting requirement, and (2) any profits realized 

from the sale of securities of the issuer during that 12-month period. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondents’ Offer.  

 

Accordingly, it is hereby ORDERED that:  

 

A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violation and any future violations of Sections 13(a), 13(b)(2)(A), and 

13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13b2-1, and 13b2-2(a)(1) 

thereunder, and Section 304 of the Sarbanes-Oxley Act. 

B. Respondent shall within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $400,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.  

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon request;  



 9 

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Vincent Kennedy McMahon as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Thomas P. 

Smith, Jr., Associate Director, New York Regional Office, Securities and Exchange 

Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004-2616. 

 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

D. Respondent shall, within 14 days of the entry of the Order, reimburse WWE or its 

successor in interest for a total of $1,330,915.90 pursuant to Section 304(a) of the Sarbanes-

Oxley Act.  Respondent shall simultaneously deliver proof of satisfying this reimbursement 

obligation to Thomas P. Smith, Jr., Associate Director, New York Regional Office, Securities 

and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004-2616. 

  

http://www.sec.gov/about/offices/ofm.htm


 10 

 

V. 

 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 

debt for the violation by Respondent of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§523(a)(19). 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary