Specialized Disclosure Report (sd)
31 Mai 2023 - 10:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
SD
Specialized
Disclosure Report
World
Wrestling Entertainment, Inc. |
(Exact
name of the registrant as specified in its
charter) |
Delaware |
001-16131 |
04-2693383 |
(State or
other jurisdiction
of
incorporation or organization))
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1241
East Main Street, Stamford, CT |
06902 |
(Address
of principal executive offices) |
(Zip
Code) |
|
|
James W.
Langham, Senior Vice President, Deputy General Counsel &
Assistant Secretary;
(203)
352-8600
|
(Name
and telephone number, including area code, of the person to contact
in connection with this report.) |
Check the
appropriate box to indicate the rule pursuant to which this form is
being filed, and provide the period to which the information in
this form applies:
☒
Rule 13p-1
under the Securities Exchange Act (17 CFR 240.13p-1) for the
reporting period from January 1 to December 31,
2022
Section 1- Conflict Minerals Disclosure
ITEM 1.01. Conflict Minerals Disclosure and Report
This
Form SD (the “Report”) of World Wrestling Entertainment, Inc.
("WWE") has been prepared pursuant to Rule 13p-1 and Item 1.01 of
Form SD promulgated under the Securities Exchange Act of 1934, as
amended (collectively, the “Rule”), for the reporting period
January 1, 2022 to December 31, 2022 (the “Reporting Year”). Unless
the context indicates otherwise, “WWE,” “we,” “us,” and “our” refer
to World Wrestling Entertainment, Inc. and its consolidated
subsidiaries.
The
Rule requires disclosure of certain information when a company
manufactures or contracts to manufacture products and the minerals
specified in the Rule are necessary to the functionality or
production of those products. The specified minerals, which we
collectively refer to in this Report as the "3TG Minerals", are
gold, columbite-tantalite (coltan), cassiterite and wolframite,
including their derivatives, which are limited to tantalum, tin and
tungsten. The "Covered Countries" for the purposes of the Rules and
this Report are the Democratic Republic of Congo, the Republic of
Congo, the Central African Republic, South Sudan, Uganda, Rwanda,
Burundi, Tanzania, Zambia and Angola. "Conflict Minerals" are 3TG
Minerals that originate from a conflict zone in one or more of the
Covered Countries.
During 2022, we contracted to manufacture one product, lapel pins,
for which 3TG Minerals are necessary to its functionality or
production (the “Covered Product”). We contract with a single third
party supplier, who is also the product manufacturer, for the
manufacture of the Covered Product. The manufacture is done to meet
the specifications required by us for sale under the brand names
that are owned or licensed by us. WWE does not directly manufacture
any products, including the Covered Product. WWE does not directly
purchase components or other supplies used to manufacture the
Covered Product, nor do we directly purchase 3TG Minerals from
mines, smelters or refiners. WWE is dependent on its supplier to
provide information regarding the origin of 3TG Minerals contained
in the Covered Product, and our efforts to work with our supplier
to ensure compliance with regulations around conflict minerals are
discussed in detail below.
Conflict Minerals Disclosure
For
the Reporting Year, we identified one Covered Product, lapel pins,
which contain 3TG Minerals. We have developed an internal procedure
to enable us to identify products that may be Covered Products
pursuant to the Rule and suppliers for such Covered Products, to
conduct a reasonable country of origin inquiry (“RCOI”) (described
further below), and if required by the Rule, to conduct due
diligence on the source and chain of custody of any 3TG Minerals
that originated from, or that we have reason to believe may have
originated from, a Covered Country. (For the avoidance of doubt,
WWE provides the RCOI supplier questionnaire to all suppliers
contracted for the supply and manufacture of any and all of its
products, and the results of our diligence efforts confirm that
during the Reporting Year there was only one Covered Product
subject to reporting under this Form SD.) Our internal procedures
include the following: a team of employees in the Consumer Products
Division and dedicated supervisor that are responsible for
engagement with WWE’s manufacturers; a specific policy related to
conflict minerals that is included in all manufacturer agreements;
annual review of, and as appropriate updates to, the supplier
questionnaire used to conduct the RCOI,
prepared with consultation of outside legal counsel; and finally,
oversight of the RCOI process and analysis of the annual
questionnaire by WWE’s Deputy General Counsel.
Reasonable Country of Origin Inquiry
We
conducted in good faith a RCOI designed to reasonably determine
whether any of the 3TG minerals deemed necessary to the
functionality or production of the Covered Product originated in a
Covered Country or, instead, are from recycled or scrap sources, as
defined in the Rule. Our RCOI focused on a supplier survey process
that sought information about the sources of 3TG Minerals contained
in the Covered Product. Our supplier (and manufacturer) for the
lapel pins was asked to complete a survey, and we reasonably relied
on the representations and certifications provided in the survey.
We have reason to believe the representations and certifications
from the Covered Product supplier were sufficiently accurate.
We
reviewed the results of the surveys and other inquiries to
reasonably determine the following: (1) there had been no
significant changes respecting the Covered Product and its
manufacture over the past year; (2) we continue to contract with
the same supplier for the manufacture of the lapel pins, and this
supplier continues to source its materials from the same source(s);
(3) the manufacturer of the Covered Product did not source the 3TG
Minerals from a Covered Country; and (4) the manufacturer of the
Covered Product sourced the 3TG Minerals from recycled or scrap
sources.
The
information obtained by us as part of the RCOI was sufficiently
robust and detailed that we have a reasonable, good faith belief
that the 3TG minerals used to manufacture our Covered Product came
from recycled or scrap sources, and not from a Covered Country.
The Report
is publicly available on our Investor Relations site available
through https://corporate.wwe.com/investors/sec-and-other-documents/sec-filings,
as well as the SEC’s EDGAR database at www.sec.gov.
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the duly authorized undersigned.
|
World
Wrestling Entertainment, Inc. |
|
|
|
|
|
|
|
|
|
|
|
Date:
May 31, 2023 |
By: |
/s/
Lauren A. Dienes-Middlen |
|
|
|
Name: |
Lauren
A. Dienes-Middlen |
|
|
|
Title: |
SVP,
Deputy General Counsel |
|
|
|
|
|
|
World Wrestling Entertai... (NYSE:WWE)
Historical Stock Chart
Von Sep 2023 bis Okt 2023
World Wrestling Entertai... (NYSE:WWE)
Historical Stock Chart
Von Okt 2022 bis Okt 2023