DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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¨ Preliminary Proxy Statement
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¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material under Rule 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)

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Wynn Resorts, Limited
2015 Annual Meeting of Stockholders
Key Considerations
1

WYNN RESORTS BOARD’S COMMITMENT: WILL APPOINT ANOTHER
QUALIFIED, DIVERSE INDEPENDENT DIRECTOR BY END OF 2015
•
The Wynn Resorts Board is taking steps to enhance the Board's independence,
broaden its skills and experience, and increase its effectiveness.
•
The Nominating and Governance Committee seeks to have the Board represent a
diversity of backgrounds and experiences and assesses potential nominees in light
of the Board’s current size and composition.
•
In response to questions from our stockholders, the Corporate Governance
Committee wants there to be no doubt that the Board is committed
to prioritizing
women and diverse candidates in its search, and WILL
name one or more diverse
directors to the Board by the end of 2015.
2

WYNN RESORTS HAS A TRACK RECORD OF PROMOTING DIVERSITY
•
Wynn Resorts’
commitment to diversity is reflected by the number of women in
senior leadership roles throughout the Company.
•
In fact, 34% of employees at the Vice President and above level and 38% of
employees at the Executive Director or Assistant Vice President level are women.
•
Key leadership positions held by women at Wynn Resorts include:
–
Linda Chen, Director on the Board of Wynn Macau, Ltd.; Chief Operating Officer of Wynn Macau, Ltd; President,
Wynn International Marketing Ltd.
–
Kim Sinatra, Executive Vice President, General Counsel and Secretary, Wynn Resorts Ltd.
–
Teri Peers, Chief Accounting Officer, Wynn Resorts, Ltd.
–
Debra Nutton, Executive Vice President of Gaming Operations, Wynn/Encore Las Vegas
–
Chris Flatt, Executive Vice President of Hotel Sales and Marketing, Wynn/Encore Las Vegas
–
Carrie Messina, Senior Vice President of Human Resources, Wynn/Encore Las Vegas
–
Stacie Michaels, General Counsel, Wynn/Encore Las Vegas
•
Importantly, the Nominating and Corporate Governance Committee recognizes
that gender diversity is important for the Board, not only to make sure that the
Board and the Company benefit from diverse perspectives, but also to set the
right “tone at the top.”
3

IT IS THE VIEW OF THE WYNN NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE THAT MS. WYNN’S INTERESTS ARE NOT
ALIGNED WITH THOSE OF ALL OTHER STOCKHOLDERS
The Nominating and Corporate Governance Committee determined not
to recommend
that Ms. Wynn be re-nominated due to its concerns over:
•
•
•
4
Actual
and
potential
conflicts
of
interest:
The
Nominating
and
Corporate
Governance
Committee
believes
that
Ms.
Wynn
has
placed
her
individual
interests
ahead
of
her
director
duties.
Ms.
Wynn's
cross
claims:
Ms.
Wynn’s
lawsuit
and
ongoing
dispute
with
the
Company's
CEO
have
reduced
the
effectiveness
of
her
participation
on
the
Board.
Lack
of
independence:
Ms.
Wynn
is
not
meaningfully
contributing
to
the
Board’s
discussion
and
work
and
is
unable
to
serve
as
a
board
committee
member
due
to
a
lack
of
independence
under
NASDAQ
listing
standards.

The Board’s concerns include:
•
•
MS. WYNN’S INTERESTS ARE NOT ALIGNED
WITH THOSE OF ALL OTHER STOCKHOLDERS
5
Stockholders
Agreement
Litigation:
If
Ms.
Wynn
is
successful
in
her
lawsuit
against the Company’s CEO seeking to be released from her Stockholders
Agreement, and is free to sell more shares than she previously agreed to, it
increases the possibility that a “change of control”
covenant could be triggered
under the Company’s outstanding debt securities, requiring the Company to
offer to redeem that debt at a premium to its face amount.
Lawsuit
Interfering
with
Boardroom
Conduct:
It
is
the
view
of
the
independent directors of the Board that Ms. Wynn’s efforts to separate her
actions in her litigation from her role as a director have been ineffective and
have impaired her ability to participate effectively as a director. This was
reinforced recently when Ms.
Wynn relied on her claim against Mr. Wynn to
serve litigation discovery requests on each of the independent directors,
demanding that they produce documents related to the Board’s decision not
to re-nominate her as a director.

Treatment
of
Executive
Compensation
Restructuring:
In
the
context
of
the
Compensation
Committee’s efforts to restructure Mr. Wynn’s compensation by providing for performance-
contingent equity awards, Ms.
Wynn sought an amendment to her stockholder agreement
with Mr. Wynn to increase the amount of stock that she is permitted to sell.  These actions left
the independent directors with the sense that she was acting primarily as a litigant rather than
an advocate of the average stockholder of the Company.  
Trading
Policy:
Ms.
Wynn
took
the
position
that
her
personal
foundation
is
not
subject
to
the
Company’s insider trading policy and that her foundation acted within its rights when it sold
$10
million
worth
of
the
Company’s
common
stock
during
a
“blackout
period”
shortly
before
the Company announced its earnings (even though directors are not permitted to sell
Company common stock during such “blackout periods”). 
Land
Transaction:
Over
the
course
of
several
years,
Ms.
Wynn
participated
in
Board
meetings
in which Wynn Resorts’
plans to acquire property in Las Vegas were discussed at length. At no
time did Ms. Wynn recuse herself from the Board discussions or inform the Board that her
nephew was involved in a competing bid. Ultimately, the land that Wynn Resorts wanted was
purchased by a group that included Ms. Wynn’s nephew.
MS. WYNN’S INTERESTS ARE NOT ALIGNED
WITH THOSE OF ALL OTHER STOCKHOLDERS
6
…additional examples of concerns:

7
Director
Board
Committees
Chairman
& CEO
Experience
Financial &
Capital
Markets
Experience
International
Investment
Experience
Real  Estate &
Land
Development
Experience
Gaming
Experience
Independence
Tenure
John J.
Hagenbuch*
Compensation
& Audit
Committees
3 years
J. Edward
Virtue*
Compensation
& Nominating
and Corporate
Governance
Committees
3 years
Elaine P.
Wynn
x
13 years
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
SEEKS TO HAVE THE BOARD REPRESENT A DIVERSITY
OF BACKGROUNDS AND EXPERIENCE
Elaine P. Wynn’s nominee
x
Wynn Resorts’
nominees
*

Security holders are advised to read the Wynn Resorts, Limited Definitive Proxy Statement and, as they become available,
other documents related to the solicitation of proxies by Wynn Resorts, Limited for the 2015 Annual Meeting of
Stockholders.  For information on voting your WHITE PROXY CARD, please contact D.F. King & Co., Inc., toll-free at (877)
732-3619. 
FORWARD LOOKING STATEMENTS
8
This presentation contains forward-looking statements regarding operating trends and future results of operations.  Such forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements,
including, but not limited to, our dependence on existing management, results of regulatory or enforcement actions and probity investigations, pending or
future legal proceedings, uncertainties over the development and success of new gaming and resort properties, adverse tourism trends, general global
macroeconomic conditions, changes in gaming laws or regulations, volatility and weakness in world-wide credit and financial markets, and our substantial
indebtedness and leverage. Additional information concerning potential factors that could affect the Company’s financial results is included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014 and the Company’s other periodic reports filed with the Securities and Exchange
Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or revise its forward-looking statements as a result
of new information, future events or otherwise.