Definitive Additional Materials

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨    Preliminary Proxy Statement   ¨    Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement     
x    Definitive Additional Materials     
¨    Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12     

WYNN RESORTS, LIMITED

(Name of Registrant as Specified In Its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

  

 

  (2) Aggregate number of securities to which transaction applies:

  

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  

 

  (4) Proposed maximum aggregate value of transaction:

  

 

  (5) Total fee paid:

  

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

  

 

  (2) Form, Schedule or Registration Statement No.:

  

 

  (3) Filing Party:

  

 

  (4) Date Filed:

 

 

 

 

LOGO

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>. May 17, 2011

Meeting Information

WYNN RESORTS, LIMITED Meeting Type: Annual <mtgtype> Meeting

For holders as of: March <recdate> 25, 2011 B

Date: May 17, 2011 Time: 3:30 <mtgtime> PM LST A Location: Wynn Macau R

Rua Cidade de Sintra C

BROKER

NAPE, Macau SAR

LOGO O HERE D

E

You are receiving this communication because you hold Return Address Line 1 shares in the above named company.

Return Address Line 2 Return Address Line 3

51 MERCEDES WAY This is not a ballot. You cannot use this notice to vote EDGEWOOD NY 11717 these shares. This communication presents only an Investor Address Line 1 overview of the more complete proxy materials that are Investor Address Line 2 1 available to you on the Internet. You may view the proxy Investor Address Line 3 materials online at www.proxyvote.com or easily request a Investor Address Line 4 15 12 OF paper copy (see reverse side).

Investor Address Line 5

R1.0.0.11699 John Sample 2 We encourage you to access and review all of the important 1234 ANYWHERE STREET information contained in the proxy materials before voting.

1 ANY CITY, ON A1A 1A1

_ See the reverse side of this notice to obtain proxy materials and voting instructions.

0000100862 Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence #

LOGO

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Annual Report 2. Notice & Proxy Statement

How to View Online:

Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET: www.proxyvote.com

2) BY TELEPHONE: 1-800-579-1639

3) BY E-MAIL*: sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 03, 2011 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do R1.0.0.11699 so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the

_ 2

possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

0000100862 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Internal Use XXXX XXXX XXXX Only Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

LOGO

Voting items

The Board of Directors recommends that you vote FOR the following:

1. Election of Directors

Nominees

01 Russel Goldsmith 02 Robert J. Miller 03 Kazuo Okada 04 Allan Zeman

The Board of Directors recommends you vote FOR the following proposal(s): B

2 To approve the advisory resolution on executive compensation; A

R

The Board of Directors does not have a recommendation for voting on the following proposal(s): C

3 Advisory vote on the frequency of future advisory votes on executive compensation; O

D

The Board of Directors recommends you vote FOR the following proposal(s): E

4 To approve an amendment to the 2002 Stock Incentive Plan;

5 To ratify the Audit Committee`s appointment of Ernst & Young, LLP as the independent auditors for the Company and all of its subsidiaries for 2011;

The Board of Directors recommends you vote AGAINST the following proposal(s):

11699 6 To vote on a stockholder proposal regarding a director election majority vote standard, if properly presented 0 . at the Annual Meeting;

0 . R1 . 3

_ ??0000 0000 0000

Broadridge Internal Use Only xxxxxxxxxx

0000100862 xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence #

LOGO

Voting items Continued Reserved for Broadridge Internal Control Information

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Voting Instructions

THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO 11699 BANKS AND BROKERS

. AS REQUIRED BY THE NEW YORK STOCK EXCHANGE

. 0 .. 0 R1 _ 4

0000100862 Broadridge Internal Use Only P99999-010

12 Job #

THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE Envelope #

Sequence 15 # # of # Sequence # OF##