Code of Business Conduct


WWE CODE OF BUSINESS CONDUCT


October 2013

WWE is committed to conducting its business fairly, honestly and in accordance with law.

All officers, directors and other employees (collectively, including outside directors in their capacity as WWE directors, referred to herein as “employees”) should read this Code of Business Conduct carefully. This Code is not meant to be all inclusive, and in many cases, employees will be required to sign additional acknowledgement forms that they have read and understand various Company policies.

Equal Opportunity Employment and Non-Harassment

It is the policy of WWE to provide equal employment opportunity to all employees and applicants for employment without regard to race, color, creed, religion, sex, age, marital status, national origin, disability, or status as a Vietnam -era or special disabled veteran in accordance with applicable Federal law. In addition, WWE complies with applicable State and Local laws prohibiting discrimination in employment in each locality in which it maintains offices or facilities. This policy applies to all terms and conditions of employment including, but not limited to, hiring, placement, promotion, termination, transfer, leave of absence, compensation and training. WWE is committed to maintaining a work environment that furthers the development of all its employees, encourages cooperation and teamwork, provides a pleasant work environment and provides fair and ethical treatment of all employment issues.

As part of this commitment, WWE is dedicated to providing a work environment that is free from harassment, whether that harassment is premised on sex, race, sexual orientation, age, religion, national origin or any other legally protected basis. Harassment creates working conditions that are wholly inconsistent with WWE's commitment to its personnel.

Examples of prohibited conduct include, without limitation:

● Interfering with a person’s ability to perform his/her job, or creating an offensive work environment through insulting or degrading remarks, gestures, propositions, jokes, tricks, displays of sexually suggestive or other offensive symbols, objects or pictures or similar conduct related to a legally protected basis, including sex, race or sexual orientation.
● Inappropriate physical touching.
● Any threat of, or actual, retaliation against any person for reporting or filing claims of unlawful harassment.

Immigration Law Compliance

To be in compliance with the Immigration Reform and Control Act of 1986, WWE is committed to employing only individuals permitted or authorized to work in the United States, and WWE will not unlawfully discriminate on the basis of citizenship or national origin.

Each new employee, as a condition of employment, must present WWE original documentation establishing his or her identity and eligibility to work in the United States, as well as provide WWE a photocopy of, or the opportunity for WWE to photocopy, this original documentation. In addition, each new employee must complete the Employment Eligibility Verification Form I-9. Former employees who are rehired must also complete the form if they have not completed an I-9 with WWE within three years, or if their previous I-9 is no longer retained or valid.

Prohibition Against Insider Trading

The term “insider trading” refers to the practice of trading in securities while in possession of material non-public information, a practice which is prohibited under federal law. Any person trading while in possession of significant information which he or she has reason to believe is not publicly available is acting contrary to Company policy and may be held liable for insider trading. Directly or indirectly “tipping” this information to another person who trades is also a violation of this policy. Information will be deemed “material” if it would be likely to influence a reasonable investor’s decision to buy, sell or hold WWE securities. Any information about the advances, set-backs or over-all business plan of WWE should be considered material. “Non-public” information includes any information that has not been made available to the public through a press release or a filing with the Securities and Exchange Commission. Individuals with information about WWE should consider the information “non-public” until the second full trading day following WWE’s wide-spread disclosure of that information.

Compliance With Laws and Company Policy

As a condition of employment with WWE, each employee must comply with all laws and all Company policies, whether or not required by law. Violations will be grounds for termination. When in doubt, employees have the responsibility of seeking clarification from their supervisors or, if necessary, the Business and Legal Affairs Department.

Any violations of law or any of the Company’s other policies must be reported, and it is a violation of Company policy not to make such reports. Reports may be written or oral; they should be clear and concise, but as detailed as is helpful to understand the issues. Reports may be made anonymously, if necessary. However, please bear in mind that anonymous reports are often more difficult to verify, and therefore may be less useful to the Company.

Reports of violations may be made (i) to the employee’s direct or indirect supervisor; (ii) to any officer(s) of the Company; (iii) to the Company’s Controller; or (iv) to the Company’s Audit Committee (see Annual Stockholders’ Report for current members of the committee). Reports of violations may also be made by calling 1-866-737-6815. These reports will be monitored by Human Resources as well as the Chairs of our Governance and Nominating and Audit Committees. Employees may report concerns regarding questionable accounting or auditing matters to our independent Audit Committee at 1-866-737-6815. If specifically requested, disclosure will be kept confidential to the full extent allowed by law.

Subject to any lawful condition of anonymity requested by the discloser, (x) any supervisor receiving a report pursuant to clause (i) above should notify an appropriate officer of the Company who is not a subject of the disclosure; and (y) if any such policy violation constitutes or could result in a violation of law, the Business and Legal Affairs Department should be notified immediately. Any complaints regarding accounting, internal accounting controls or auditing matters must be immediately referred to the independent Audit Committee at 1-866-737-6815.

Please note that no disciplinary action will be taken by the Company against any employee based solely upon such employee’s reporting violations of laws or Company policies in good faith. This shield, however, does not protect any employee (including any reporting employee) who has violated the law or the Company’s policies. The Company also prohibits discrimination, harassment and/or retaliation against any employee who provides information or otherwise assists in an investigation or proceeding regarding any conduct which he or she believes in good faith to be in violation of laws or Company policies. It is a violation of Company policy for any employee to misuse this compliance program by knowingly or recklessly making a false report.

Conflict Of Interest

WWE employees should not engage in any activities, have any personal or financial interests, or have any other relationships which conflict or appear to conflict with their duty to be loyal to WWE or which might impair their exercise of independent judgment. It is not possible to describe in this Code all those situations that might create conflicts of interest. However, the following are a few guidelines within which WWE expects its employees to work:

● Employees shall not use their business position for personal gain or take advantage of any business opportunities that might be of interest to WWE.
● Employees shall not provide any outside service or work for, or receive outside work or service from, any WWE vendor, service provider, licensee or other individuals or enterprises with whom the Company does or may do business, in each case, without full disclosure to, and approval by, the Chairman and CEO or his designee.
● Employees shall not use information obtained through their employment with WWE for personal profit, nor shall they disclose confidential information to outsiders.
● Employees shall not borrow from or otherwise transact business with individuals or enterprises with whom the Company does or may do business, except if such enterprise is a bank or an established financial institution and the WWE employee’s business with it is in the normal course of its business.
● Employees shall not have any business dealings with outside firms that result in unusual gains for the employee or those firms. "Unusual gains" refers to bribes, inappropriate gifts, unusual price breaks and other windfalls designed to benefit the employee, directly or indirectly.
● Employees must report any conflicts of interest or potential conflicts of interest to the Human Resources or Business and Legal Affairs Departments.

Confidentiality/Non-Solicitation

The protection of confidential business information and trade secrets is vital to the interests and success of WWE. Confidential information includes all non-public information that might be of use to competitors or harmful to WWE if disclosed. Examples of confidential information include, but are not limited to, the following:

● Information concerning WWE talent; or story lines, ideas or other creative materials;
● Financial information;
● Marketing strategies;
● Potential acquisitions;
● Pending projects and proposals; and
● Pending business partnerships.

All employees are required to sign a Confidentiality/Non-Solicitation Agreement as a condition of employment. Employees should maintain the confidentiality of information entrusted to them, except when disclosure is duly authorized by appropriate officers of the Company or is legally mandated. Employees who improperly use or disclose trade secrets or confidential business information will be subject to disciplinary action, up to and including termination of employment, and possibly even legal action, regardless of whether they actually benefit from the disclosure.

Fair Dealing

All employees should endeavor to deal fairly with the Company’s customers, suppliers and competitors and with other employees. Employees should avoid taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Record Keeping

Improper or fraudulent accounting documentation or financial reporting are contrary to Company policy and may also be in violation of applicable laws. Intentional accounting misclassifications (e.g., capitalizing something that should be expensed or improperly accelerating or deferring expenses or revenues) are unacceptable reporting practices and could result in criminal and civil sanctions.

Employees 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. No false or artificial entries shall be made in the Company books or records for any reason, and no employee shall engage in any arrangement that results in such prohibited acts. Every employee records information of some kind and submits it to the Company. An example is expense accounts. Employees are entitled to reimbursement for reasonable expenses to the extent provided by Company policy – but only if those expenses are actually incurred. To submit an expense account for meals not eaten, miles not driven, airline tickets not used, or for any other expense not incurred is dishonest reporting and is prohibited.

Dishonest reporting of information to organizations and people outside the Company also is strictly prohibited. It could lead to civil or criminal liability for you and WWE.

Bribes and Improper Influence

Employees may not give money or any gift to any official or employee of any governmental or quasi-governmental organization if doing so could reasonably be construed as having any connection with the Company's business. In addition, U.S. law prohibits the offering or acceptance of "kickbacks," that is, anything of value offered or accepted for the purpose of obtaining favorable business treatment. What is acceptable practice in the commercial business environment, described below, may be entirely unacceptable, and may even violate certain Federal, State or Local laws and regulations, in dealings with U.S. and foreign federal or regional government employees or those who act on a government's behalf. Therefore, although the Company generally does not do business with governmental agencies, in those circumstances where employees are dealing with federal or regional governments and/or quasi-governmental organizations including any lobbying efforts, employees must be aware of and adhere to all relevant laws and regulations.

As a general guideline, employees should not try to improperly influence the decisions of, or obtain restricted information from, government officials or those who act on a government’s behalf. Specifically, employees should not undertake directly or indirectly any of the following activities:

● Discuss or offer employment or business opportunities that could personally benefit governmental officials;
● Offer or provide gratuities; and/or
● Solicit or obtain proprietary or source selection information.

In dealing with its customers and suppliers, WWE does not seek to gain any unfair advantage through the improper use of business courtesies or other inducements.

Good judgment and moderation must be exercised to avoid misinterpretation and adverse effect on the reputation of the Company. Gifts, favors and entertainment may be given only if they:

● are consistent with customary business practices;
● are not excessive in value and cannot be construed as a bribe or payoff;
● do not violate applicable law or ethical standards; and
● will not embarrass the Company or the employee if publicly disclosed.

If you have any questions about the legality and/or appropriateness of any gifts, favors or entertainment, you should consult with the Business and Legal Affairs Department.

Fraud and False Statements

In the course of conducting business on the Company’s behalf, employees shall not make any false or misleading statement that the employee knows to be false or misleading or that with reasonable diligence the employee should have known to be false or misleading. If an employee finds that any statement made was unintentionally false or misleading or if an employee believes any misunderstanding has occurred, he or she should promptly correct any such statement or misunderstanding. The resulting trustworthiness is essential to good business relationships.

Use of Company Assets

Employees should endeavor to protect the Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes and should never be used for personal gain. The use of Company funds or assets for any unlawful or unethical purpose is prohibited.

Electronic Systems Usage

WWE provides a variety of computer and network resources to its employees, allowing them to perform their duties efficiently and effectively. These resources are administered by the Information Technology Department (IT) and are subject to usage policies outlined as follows:

● The resources provided, including computer hardware and software, files, Email, Internet, telephones, and fax machines, are the property of WWE and are intended for business use only.
● Access to these systems imposes certain responsibilities and obligations and is granted subject to the Company’s Electronic Systems Usage Policy.

To ensure compliance with this policy, WWE reserves the right to monitor and/or retrieve any information sent to or by, stored or otherwise contained in, those systems.

Drug and Alcohol Policy

It is WWE's desire to provide a drug-free, healthy and safe workplace. While on WWE premises and while conducting business-related activities off premises, no employee may use, possess, distribute, sell or be under the influence of illegal drugs or alcohol (unless the use of alcohol is appropriate for the situation, such as in the case of a business dinner or cocktail party, in which case alcohol may be used only in moderation). The legal use of prescribed drugs is permitted on the job if it does not impair an employee’s ability to perform the essential functions of the job and in a safe manner that does not endanger other individuals.

Employee Conduct

In an effort to further explain what is expected of WWE employees, we have provided below a summary of behaviors that are not permitted in the WWE workplace. While many of these items may not seem new, it is not possible for us to list all forms of behavior that are considered unacceptable in the workplace. Therefore, the following are some examples of infractions of rules of conduct that may result in disciplinary action, up to and including termination:

● Theft or inappropriate use, removal, possession, or misuse of Company or others’ property;
● Unauthorized use of Company identification cards, discounts, credit cards, computer passwords, or permitting their use by unauthorized users;
● Tampering with an employee’s own or another employee’s time records;
● Attempting to enter or assisting any person in entering the facility or restricted areas without proper authorization;
● Possession of dangerous or unauthorized materials in the workplace (i.e. explosives or firearms);
● Fighting or threatening violence in the workplace;
● Insubordination or other disrespectful conduct;
● Excessive absenteeism, tardiness, or any absences without proper notice;
● Working under the influence of alcohol or illegal drugs or possessing/engaging in the sale, distribution, or transportation of illegal drugs;
● Falsification of records, including pre-employment records;
● Unauthorized use or disclosure of confidential business information;
● Unauthorized solicitation on Company premises;
● Spreading malicious gossip or making false accusations regarding fellow employees or the Company or which in any way hinder its operation; and
● Offering or accepting bribes.

Waivers for Directors and Executive Officers

Any waiver of this Code for an executive officer or a director may be made only by the Audit Committee and must be promptly disclosed to stockholders.

Further Information

If an employee has any questions regarding this Code of Business Conduct or is unsure about a particular situation, please consult the Human Resources or Business and Legal Affairs Department. This Code of Business Conduct should not be construed as, and is not, a contract of employment. The Company may terminate employment at any time, for any reason, with or without cause or notice.