It says he has 84% of the voting shares. Is there any possible way that the board could have been successful? Regardless of Mullenberg, (and I know he's controversial) a coup that is pre-ordained to fail seems like value destroying negligence.
> Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
California law specifically allows for a meeting called by stockholders with 10% of the vote, but for Deleware, a large holder would need authorization in the bylaws. If there was no such provision, a board could plausibly control the company until the next annual meeting, or until court action. Annual meetings can be delayed a bit, but any stockholder can force one once they're a little late.
If you were concerned about the judgement of the CEO/majority holder, and you were optimistic that it was a temporary issue, it might make sense to remove said person for as long as possible; be it a few months or a day and a half.
Fireship pointed out that the board members gave themselves a generous severance package in the very brief interim, so that was very possibly the whole plan.
Yeah, if Mullenweg really did control a majority of the voting shares, the previous board are the villains in this story no matter what you think of Mullenweg.
If they can see that Mullenweg has lost it completely and beyond their ability to influence, and they also know that he’s a tyrant who would happily screw them, this seems like a fairly rational exit.
Obviously that may not be the case, but when the captain is steering the ship into rocks over and over the crew is going to take what they can and hit the lifeboats.
What were they supposed to do? If you’ve been following Mullenweg’s behavior, he’s clearly unstable, and while this is admittedly armchair diagnosis, a lot of his recent writing gives me strong stimulant psychosis vibes. Granted maybe you shouldn’t take a job as a board member at a company where the CEO has 83% of voting shares to begin with, but once you’re there, you still have a fiduciary duty to do what’s best for the company, so IMO they were obligated to at least try and eject him.
Then they could be sued by a minority shareholder for knowing they should take action, but then failing to, and resigning instead. Failing to take an action is still breach of fiduciary duty.
Can you tell me where you see Matt has 84% voting control?
I thought the reporting on this (at least in TechCrunch) was downright bizarre. The only thing that ever mattered was who had voting control, and I couldn't see anywhere that this was reported in TechCrunch. I can't even fathom how the other board members thought they could oust Matt if he had majority control. None of this makes any sense to me.
... You still are supposed to act in the best interests of your share holders.
"Obviously the CEO was going to break the law, anyone who thought otherwise was a fool." is not grounds for voiding the legal obligations that CEO has to his shareholders.
Says who? If one thing all this legal stuff has surfaced, it’s that has been entirely … opaque … about who is what and owns what. He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy. And declined to mention that when Automattic “gifted” WP to the Foundation “so it could be free from corporate interests” that the Foundations first act, that same day, was to grant Automattic a free, irrevocable, exclusive, universal license.
And that WPE didn’t owe the Foundation anything for their alleged issues, but their for profit competitor, his private company.
Matt has used “foundation”, wp.org, wp.com and Automattic interchangeably for years based on whichever definition was most convenient to him that day, so I don’t really see “it’s clear exactly what people were getting into”.
> He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy.
I've followed the drama since the early days, but I don't remember anything about WP.org being hosted on Foundation servers.
If anything, I have no idea what the purposes of the Foundation were, except to hold the trademark, and being a front for WordCamps in the early days.
It's a general protection meant to avoid a small majority from colluding to enrich themselves at the expense of the rest of the shareholders. It definitely seems to be getting eroded at this point, though, as multiple huge tech companies have managed to keep under the control of a single individual and investors seem content to just vote in a popularity contest where their money gets traded for tickets that don't represent any meaningful control of the asset they supposedly represent.
Still, how is that even legal is astounding, feels very fraudulent, and the last guy I want to defend is the CEO of WP after all the drama he created over it.
I'm surprised anyone still uses wordpress after this whole sh!tshow, but outside HN folks probably don't even know. Just reading about it about it puts me off from the product and company.
Yeah, I'm left-swiping anything that involves working on it, outside of maybe being interested in helping people migrate to anything else. I don't know enough PHP to maintain one anyway, don't like what little of the language I do have exposure to, and want nothing to do with this toxic ecosystem.
I would expect that a lot of the decisions to avoid it at this point are more focused on how much they can count on the organisations behind the software to maintain it reliably and without becoming hostile than a moral judgement on their actions, though for many it might be both weighing in.
(OTOH, wordpress has quite a lot of lock-in power, and the risk to a smaller user would seem to be smaller, so I could see why a lot of users decide to stick with it for now).
Mullenweg's troubling politics or the lawsuits against him is far from the main reason people should stop using WordPress. It's only been 2 years since he abused his control over the WordPress plugin infrastructure to wreak havoc among users of hosting providers that he had petty arguments with.
Unless you want and can go with Shopify and go all in on their platform, WooCommerce is what you need to host an online store on hosting of your own choosing. Alternatives seem to lack the numbers to tackle issues when something goes wrong without too much downtime.
WC is quite feature rich and has many payment gateways. It's also owned by Automattic and locks things like the richest subscription features behind paid plugins.
It was also the worst absolute time to pull these stunts. Between static site generators, LLMs, and the open internet dying - he couldn't have picked a worse time to do his massive mask reveal power play. Wordpress was on the precipice of irrelevance and he gave it a massive shove.
Any “tech” person would already have left Wordpress a decade ago, even before all the drama. It’s a slow, bloated, bug ridden, insecure mess.
The company is being kept alive by 1. People who Google “how to set up an online blog/store” and click the first link and 2. Those who are already in too deep and don’t want to make the effort to migrate.
Wordpress does not seem long for this world. How much of the Wordpress ecosystem is pure wasted resources, trying to be accommodating for all possibilities? As people see how easy Claude or Codex makes it to get off flat price Wordpress hosting and on to usage based platforms like Vercel, Wordpress usage will fade out. Feels like bloatware has no place in they coming world of AI customized software builds.
Most of the organizations/departments running wordpress aren't interested in customized software builds and all of the infrastructure that requires. They want something they can pay a simple monthly fee for, and host it with a company that deals with security, backup, etc.
So many people in this thread completely misunderstand what WP is being used for and by who. Most users simply have no idea that Automattic exists and probably wouldn’t care if they knew what’s going on.
WP users want a mature, easy to use framework, with lots of plugins, and a tutorial that can show you how to get anything done. Wordpress is the piece of software that kind of defines that genre. The fact that every host offers a Wordpress package seals the deal.
Add to that predictable flat pricing. If most Wordpress sites became famous overnight I guarantee 90% of users would rather the site go down than figure out what to do with 15 minutes of fame and a 50k hosting bill
Going viral is not necessarily a profitable event for most businesses. Especially overnight virality.
I maintain a few WP sites for small businesses. Precisely none of them would benefit from the kind of traffic spike that would incur a $50k cloud scaling bill.
If you’re running an online store, maybe, but by now almost all of those businesses are on Shopify where that isn’t an issue. 99% of all the businesses with WP installs I’ve touched would only be harmed by autoscaling instead of just choking on the traffic. Think local service businesses and restaurants.
Indeed I use Wordpress and have never heard of automattic outside of HN. I just wanted a simple self hosted blog platform with WYSIWYG editor. There are not many that are free; there are plenty that are not WYSIWYG, then there is the stuff on HN like Hugo that is reserved for experienced Linux devs and no one else.
Where is the Wordpress.org board to force him out? It seems he’s harming the project and the foundation much more than his company.
I get the frustration, that it’d be nice of commercial entities that use our software did more to support its development and maintenance, but that’s not in the license. A good project will create a healthy ecosystem with sufficient voluntary influx of resources. If it doesn’t, then maybe it’s no longer healthy or viable.
There will be a time things like Python, FreeBSD, Linux, MySQL, and so many others we know and love, will have been surpassed by new successors better adapted to that time. We’ll cherish their memory, remind everyone of their role in taking us to that future, and move on.
These will be words I will probably have to eat in the future (or when I research that guy's other opinions), but just based on the BS that was thrown at the guy in HN comments, this guy deserves respect for the power move of not giving a shit about these kinds of politics.
He's indignant that WP Engine is eating his market share and not giving anything back in terms of OSS contributions.
It's not at the same scale that AWS and GCP suffocate database vendors, but it rhymes. And it's easy to see why he's mad.
If a very vocal part of the OSS community wasn't so averse to letting small amounts of monopolization happen, we might see open source products that reach significant commercial scale. Where a single vendor or entity can profit and grow big without irrelevant competitors abusing the license to latch onto the product. An open source monopoly could collect good margin and build ambitiously.
It's hard to build a defensible open source business without using fair source licenses, having source available enterprise offerings, or even using an open core design that keeps important parts hidden and out of the commons. That's the only way to defend the magic bits and grow big.
If OSS folks were more tolerant of this, we'd probably see more funding for OSS and extremely viable and defensible open source businesses.
Nope. WPE gave hundreds of thousands of dollars a year to the Foundation and community. Hell they put $70K to the PDX event that he got in stage and shit talk them, after banning them from attending and sponsoring the event. They give to the OSS community in plenty of resources.
Guess who owns an irrevocable, free, exclusive and universal commercial license for WP? Automattic. They got it the same day the project was gifted to the Foundation. Matt’s claims pushed for WPE to give damages to Automattic, not the community or foundation.
WP is OSS because it is as built on other projects and had to be.
Yes. There's pretty extensive evidence that Mullenweg engaged in an extortion campaign against WP Engine, threatening to use his position at the WordPress Foundation to sabotage their business unless they agreed to pay Automattic tens of millions of dollars.
Would that be wrong? What makes him not "the WordPress guy"?
Legal stuff aside I mean. Are there other people that put in significant amounts of work that he is not giving credit to/downplaying their contributions or similar?
He deserves a lot of credit for shepherding WordPress to where it's at. But like most open source projects, WordPress has become so successful in large part because of his formal and informal commitments to the open source community about how it will be managed. Guido van Rossum spent much of his tenure as the Python BDFL as an employee of Google, but it would have been disastrous for Python if he had gotten on stage at PyCon and declared that anyone who cares about Python had better stop using Bing.
This, genuinely, is incredible to me. Does really no one on this godforsaken platform have a single name they can drop?
Always this meta diversion.
If Matt is truly the bad guy here, then the good guys absolutely suck at making a convincing argument. Which would not be impossible, but dumb nonetheless.
I'm not quite sure what you mean. Why would I drop a name? My point doesn't have to do with anyone's name.
> Are there other people that put in significant amounts of work that he is not giving credit to/downplaying their contributions or similar?
If you're looking for an answer to this question as stated, then I agree with you the answer is no. It's unrelated to what I'm talking about, which is why I didn't answer it the first time.
This site is rife with psychopaths and sociopaths, neither of whom have any moral compass whatsoever. This is the legacy of Silicon Valley: working so closely with tech the people become machines themselves, incapable of interacting with their fellow humans. When one has the temerity to say this outloud, well, the predictable consequences follow. :)
How did the board plan pull this off if Mullenweg has 84% of the voting shares? For that matter, what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.
> For that matter, what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.
I guess it was mostly advisory, with the added purpose of making it seem like the various organisations were stewarded by members of the community that were not Matt Mullenweg.
You're right, it doesn't seem like the board was involved in the golden parachute. Hard to imagine they tried this out of the goods of their hearts but I cannot find anything concrete to say otherwise
You can't know what other conditions Mullenweg signed in contracts such as shareholders agreements etc.
Typically if you take VC money, the VCs will require the ability to sack the founder and take control, perhaps if particular targets are not met.
I've seen it: an ambitious owner agreed to stretch goals, and the VCs took took over the company from the founder after they had predictably failed to meet the goals.
Fig leaf and a way to offload some responsibility. I would never ever join a board like that, you're in the hot seat when it goes wrong and yet you have no agency.
I came back not just because of the proxy, but because hundreds of top Automatticians messaged me about resigning or joining my next thing. I want what's best for all Automattic shareholders, which includes >80% of our employees. (We have a great internal stock system.)
More than ever, the web needs an independent player making major investments in Open Source and technology that promotes freedom, liberty, and privacy.
The week of all the drama, Automattic served 25 petabytes of traffic, had zero seconds of downtime, improved CSAT across all products, helped ~450k new websites be created, 20M new posts, 16M messages through Beeper, 1.1M journal entries in Day One, thousands of Open Source commits, blocked a ridiculous amount of spam and hacking, and did it with people working together across 83 countries! I could go on.
How does Spacefast differ from here.now and others in the same category? The product looks great but I’m not understanding why this is the future of WordPress and AI (per your tweet). Do you plan to write more about the vision?
Automattic was the most bizarre collection of chucklefucks I've ever had the displeasure of interacting with. They contracted with me to write a Wordpress plugin that would import Flickr libraries, which would have bankrupted anyone with a significantly large image set based on wordpress.com's pricing back in the Obama years.
I never spoke to a single human being when I worked for them, and all of my technical questions in their Skype dev channel went unanswered. It feels insane to me that this is still a functioning company.
106 comments
[ 0.32 ms ] story [ 43.9 ms ] thread2. I guess I should move my blog off Wordpress
> Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
California law specifically allows for a meeting called by stockholders with 10% of the vote, but for Deleware, a large holder would need authorization in the bylaws. If there was no such provision, a board could plausibly control the company until the next annual meeting, or until court action. Annual meetings can be delayed a bit, but any stockholder can force one once they're a little late.
If you were concerned about the judgement of the CEO/majority holder, and you were optimistic that it was a temporary issue, it might make sense to remove said person for as long as possible; be it a few months or a day and a half.
[1] https://law.justia.com/codes/delaware/title-8/chapter-1/subc...
https://news.ycombinator.com/item?id=49692654
Obviously that may not be the case, but when the captain is steering the ship into rocks over and over the crew is going to take what they can and hit the lifeboats.
Ed sp
If the CEO is indeed insane and incapable of fulfilling his duties, and he still controls 84% of the voting shares, all options are nuclear.
The normal thing to do is to resign from the board. Maybe put out a statement explaining why.
Vote out dude who has 84% shareholder control.
Immediately sign yourself a golden parachute deal for 8 million right before getting fired the next day.
Seems like complete breach of fiduciary duty.
I thought the reporting on this (at least in TechCrunch) was downright bizarre. The only thing that ever mattered was who had voting control, and I couldn't see anywhere that this was reported in TechCrunch. I can't even fathom how the other board members thought they could oust Matt if he had majority control. None of this makes any sense to me.
"Obviously the CEO was going to break the law, anyone who thought otherwise was a fool." is not grounds for voiding the legal obligations that CEO has to his shareholders.
And that WPE didn’t owe the Foundation anything for their alleged issues, but their for profit competitor, his private company.
Matt has used “foundation”, wp.org, wp.com and Automattic interchangeably for years based on whichever definition was most convenient to him that day, so I don’t really see “it’s clear exactly what people were getting into”.
I've followed the drama since the early days, but I don't remember anything about WP.org being hosted on Foundation servers.
If anything, I have no idea what the purposes of the Foundation were, except to hold the trademark, and being a front for WordCamps in the early days.
I'm not familiar with this case but most severance packages I've dealt with are valid for everything except like death or federal prison.
Unless there was some other news that I might have missed, it was their previous Chief Financial Offer and Chief Legal Officer, not the board members.
(OTOH, wordpress has quite a lot of lock-in power, and the risk to a smaller user would seem to be smaller, so I could see why a lot of users decide to stick with it for now).
https://web.archive.org/web/20241026031947/http://bullenweg....
It's ironic that this kind of blatant user harm gets brushed off as "political," when many on this forum defending him do so for politics.
Unless you want and can go with Shopify and go all in on their platform, WooCommerce is what you need to host an online store on hosting of your own choosing. Alternatives seem to lack the numbers to tackle issues when something goes wrong without too much downtime.
(WooCommerce being a popular WordPress plugin.)
At least it's better than ZenCart.
It was also the worst absolute time to pull these stunts. Between static site generators, LLMs, and the open internet dying - he couldn't have picked a worse time to do his massive mask reveal power play. Wordpress was on the precipice of irrelevance and he gave it a massive shove.
The company is being kept alive by 1. People who Google “how to set up an online blog/store” and click the first link and 2. Those who are already in too deep and don’t want to make the effort to migrate.
WP users want a mature, easy to use framework, with lots of plugins, and a tutorial that can show you how to get anything done. Wordpress is the piece of software that kind of defines that genre. The fact that every host offers a Wordpress package seals the deal.
I maintain a few WP sites for small businesses. Precisely none of them would benefit from the kind of traffic spike that would incur a $50k cloud scaling bill.
If you’re running an online store, maybe, but by now almost all of those businesses are on Shopify where that isn’t an issue. 99% of all the businesses with WP installs I’ve touched would only be harmed by autoscaling instead of just choking on the traffic. Think local service businesses and restaurants.
I get the frustration, that it’d be nice of commercial entities that use our software did more to support its development and maintenance, but that’s not in the license. A good project will create a healthy ecosystem with sufficient voluntary influx of resources. If it doesn’t, then maybe it’s no longer healthy or viable.
There will be a time things like Python, FreeBSD, Linux, MySQL, and so many others we know and love, will have been surpassed by new successors better adapted to that time. We’ll cherish their memory, remind everyone of their role in taking us to that future, and move on.
And he has said “I am WP.org, it has nothing to do with the Foundation” which is weird because the Foundation hosts it.
All of these entities have been very … fluid … when it comes to how Matt chooses to utilize them.
Truly an impressive play.
It's not at the same scale that AWS and GCP suffocate database vendors, but it rhymes. And it's easy to see why he's mad.
If a very vocal part of the OSS community wasn't so averse to letting small amounts of monopolization happen, we might see open source products that reach significant commercial scale. Where a single vendor or entity can profit and grow big without irrelevant competitors abusing the license to latch onto the product. An open source monopoly could collect good margin and build ambitiously.
It's hard to build a defensible open source business without using fair source licenses, having source available enterprise offerings, or even using an open core design that keeps important parts hidden and out of the commons. That's the only way to defend the magic bits and grow big.
If OSS folks were more tolerant of this, we'd probably see more funding for OSS and extremely viable and defensible open source businesses.
Guess who owns an irrevocable, free, exclusive and universal commercial license for WP? Automattic. They got it the same day the project was gifted to the Foundation. Matt’s claims pushed for WPE to give damages to Automattic, not the community or foundation.
WP is OSS because it is as built on other projects and had to be.
Matt is not the victim here.
Would that be wrong? What makes him not "the WordPress guy"?
Legal stuff aside I mean. Are there other people that put in significant amounts of work that he is not giving credit to/downplaying their contributions or similar?
Sooo.. no?
This, genuinely, is incredible to me. Does really no one on this godforsaken platform have a single name they can drop?
Always this meta diversion.
If Matt is truly the bad guy here, then the good guys absolutely suck at making a convincing argument. Which would not be impossible, but dumb nonetheless.
> Are there other people that put in significant amounts of work that he is not giving credit to/downplaying their contributions or similar?
If you're looking for an answer to this question as stated, then I agree with you the answer is no. It's unrelated to what I'm talking about, which is why I didn't answer it the first time.
- https://web.archive.org/web/20241026031947/http://bullenweg....
- https://web.archive.org/web/20241026031947/http://bullenweg....
I guess it was mostly advisory, with the added purpose of making it seem like the various organisations were stewarded by members of the community that were not Matt Mullenweg.
Delaware law requires a board.
Whether limited liability should actually be allowed at all in such a situation is a better question.
You can't know what other conditions Mullenweg signed in contracts such as shareholders agreements etc.
Typically if you take VC money, the VCs will require the ability to sack the founder and take control, perhaps if particular targets are not met.
I've seen it: an ambitious owner agreed to stretch goals, and the VCs took took over the company from the founder after they had predictably failed to meet the goals.
I came back not just because of the proxy, but because hundreds of top Automatticians messaged me about resigning or joining my next thing. I want what's best for all Automattic shareholders, which includes >80% of our employees. (We have a great internal stock system.)
More than ever, the web needs an independent player making major investments in Open Source and technology that promotes freedom, liberty, and privacy.
The week of all the drama, Automattic served 25 petabytes of traffic, had zero seconds of downtime, improved CSAT across all products, helped ~450k new websites be created, 20M new posts, 16M messages through Beeper, 1.1M journal entries in Day One, thousands of Open Source commits, blocked a ridiculous amount of spam and hacking, and did it with people working together across 83 countries! I could go on.
I never spoke to a single human being when I worked for them, and all of my technical questions in their Skype dev channel went unanswered. It feels insane to me that this is still a functioning company.