LAS VEGAS, April 17, 2015 /PRNewswire/ -- Elaine Wynn,
co-founder, Board member and third-largest stockholder of Wynn
Resorts (NASDAQ: WYNN), today released a letter to all stockholders
distinguishing her qualifications as the BEST candidate for
re-election to the Wynn Resorts Board of Directors. Highlights
include:
- Elaine believes her industry experience, value as co-founder
and independence of thought bring the most value to the
Boardroom.
- The Board's nominees, John. J. Hagenbuch and J. Edward Virtue, have been largely absent in
answering questions from stockholders.
- By virtue of their committee positions, the Board's two
nominees are most directly responsible for the Board's glaring
corporate governance errors.
- Elaine's position as third-largest stockholder aligns her
interests with stockholders, whereas Mr. Hagenbuch and Mr. Virtue's
collective holdings add up to one-one-thousandth of one
percent of total outstanding stock.
A copy of the letter follows:
April 17, 2015
Dear Fellow Wynn Resorts Stockholders,
Over the past few weeks, the Company's actions and public
statements have only reinforced my belief that we, the stockholders
of Wynn Resorts, deserve far better. With just days to go before
the Annual Meeting, I am certain of one thing:
STOCKHOLDERS WILL BE BETTER OFF WITH ME IN THE
BOARDROOM.
Since my campaign began, you have heard me talk a lot about my
credentials for this Board. I am a co-founder of our Company, its
third-largest stockholder, the only candidate who has been
intimately involved in countless aspects of our strategy and
growth, and the only one who brings four decades of industry
experience to the Boardroom. I have been speaking to you directly
to explain why those credentials make me the best candidate to
protect and grow stockholder value. By contrast, instead of
focusing on the merits of its own candidates, the Company has
issued numerous statements attempting to belittle my contributions
and impugn my motives. The Company's statements are both wrong and
unfair, but they also ignore the real question: Am I better than
the other candidates up for election? In evaluating THAT
question, stockholders should consider several points, which the
Company fails to confront or would have you ignore.
The silence from the Wynn Resorts candidates is
deafening. Throughout this proxy campaign, I have made myself
available to investors, proxy advisory firms and the media, to
present my credentials and answer questions. It is telling to me
that, while I have continued to confront the important issues
facing the Company, the two candidates put forth by the Board
– John J. Hagenbuch and
J. Edward Virtue – have been largely
absent. Instead of speaking to you directly and answering your
questions, my opponents have primarily had Company executives or
other Board members answer questions on their behalf, rather than
answer themselves. That decision speaks volumes.
But I'm not surprised by it. As an active Board member, I have
seen for myself which directors contribute the MOST in terms of
conducting due diligence on important Company decisions and
building strategies that focus on returns for stockholders. In my
opinion, while Mr. Hagenbuch and Mr. Virtue may qualify as
technically "independent" under stock exchange rules, they far too
often act as rubber stamps for the Chairman. I am the candidate
with the truly independent voice and spirit who can challenge the
Chairman without fear or favor, and I have no doubt that my
exercise of that independence is a primary reason the Governance
Committee voted to suddenly shrink the size of the Board and leave
me off of the Company slate without having a plan in place to add
more qualified candidates to the Board. As the proxy advisory firm
Egan-Jones put it, I am
"functionally probably the most independent," and my independence
was a "likely contributor" to the Board's decision to try to oust
me.i
By virtue of their committee positions, my two opponents are
the directors most directly responsible for the Board's glaring
corporate governance errors. Throughout this campaign, the Wynn
Resorts Board has been criticized for two corporate governance
issues: compensation practices and lack of Board diversity. Yet,
the two candidates the Board has nominated for re-election are both
members of the Compensation Committee, and Mr. Virtue is the
chairman of the Committee. He is also a member of the Governance
Committee. As ISS put it, the Board's nominees were the
"architects" of the much criticized compensation
plan.ii I have offered my views on these issues.
Where are Mr. Hagenbuch and Mr. Virtue?
As the Company's third-largest stockholder, my interests are
inextricably aligned with yours, and my actions on the Board are
consistent with that fact. The Board's suggestion that I am
conflicted in my role as a director defies logic and, as one
well-known New York Times
columnist put it, is "a distracting sideshow."iii Wynn
Resorts is not just an investment for me as its third-largest
stockholder. It represents a significant portion of my net worth,
which gives me a large incentive in the Boardroom to regard each
important proposal with an eye for increasing the value of our
collective investment in the future. My interests are inextricably
aligned with yours. Mr. Hagenbuch and Mr. Virtue's holdings
collectively add up to less than one-one-thousandth of one percent
of the shares.
My unique combination of industry and Company experience is a
valuable asset to the Board. I have played a significant role
in creating the global enterprise that exists in Wynn Resorts
today. I also don't evaluate multi-billion dollar proposals merely
from my seat in the Boardroom. I am on the ground doing my own
research, visiting the sites and then providing knowledgeable
feedback in Boardroom discussions.
For example, when the Company considered expanding into
Philadelphia, I visited there and
learned about that market firsthand. I also traveled to
Boston to the site of what will be
an exciting new project for us. There I found a different market,
one in which we could be very successful. It's interesting that the
Company touts Mr. Hagenbuch's real estate experience, but when it
came to expanding the Company's operations into new markets, I'm
the only one of the three candidates who visited the sites, learned
about the markets, and engaged the Chairman during Board
discussions.
Likewise, Mr. Virtue may have financial experience, but it is
impossible, in my opinion, to prove that he provides any sort of
unique contribution that others do not. By contrast, my
contributions are unique. There is not a single director other than
the Chairman who is as knowledgeable as I am about our industry,
the dynamics that drive it, or the operations of our Company.
In my opinion, the Wynn Resorts Board currently has ONE
candidate, ME, who represents diversity of thought. Without me
on the Board, that perspective is gone. The Board has gone to great
lengths to convince stockholders that it has been searching for a
diverse candidate and will announce one sometime later this year. I
find this announcement fascinating but somewhat disingenuous. Does
anyone really think that the Board would have made a commitment to
diversity had I not raised the issue as part of this campaign?
Are we really to believe the boys on the Board are interested in
diversity when they chose to remove their lone female member at the
last minute without a plan to add others?
The New York Times noted, "It
appears as if Ms. Wynn was ejected too hastily because the company
did not have a replacement candidate and instead chose to shrink
the board. Even if the independent directors were having
disagreements with Ms. Wynn, it's curious why they would take such
a significant step with what seems to be so little preparation and
recognition of the foreseeable consequences, namely that Ms. Wynn
would not go away quietly."iv
And Egan-Jones remarked that
Wynn Resorts doesn't need a "smaller and even less diverse Board of
only men as the current Board has put forth, but rather a more
diverse Board with members of both sexes that is able to navigate
the many challenges the company faces with a diversity of skills
and experience; a Board for 2015, not 1915."
I fully realize that the issues in the Boardroom will not be
solved in this year's annual meeting. But as stockholders, we need
to make sure these issues are being heard and addressed at the
Board level. I believe my re-election to the Board is a vital
step in making the Board accountable to stockholders. In
a television interview this week, even the Company's Chairman
publicly declared his support for me and stated that he disagreed
with the Board's actions.v I believe that I am well
equipped to help the Board identify other diverse candidates that
will bring independence of thought and contribute to Board
discussions in meaningful ways.
YOUR CHOICE IN THIS ELECTION IS CLEAR. VOTE THE GOLD PROXY
CARD TODAY FOR ELAINE WYNN, THE ONE
CANDIDATE WHO HAS NOT BEEN AFRAID TO SPEAK HER MIND AND WHO BRINGS
FAR SUPERIOR CREDENTIALS TO THE BOARDROOM THAN EITHER JAY HAGENBUCH
OR TED VIRTUE.
Sincerely,
Elaine Wynn
i Permission to use quotations from ISS and
Egan-Jones reports was neither
sought nor obtained.
ii Id.
iii Steven Davidoff
Solomon, Fight Over Wynn Resorts Overshadows Question of
Management, The New York Times,
April 14, 2015. Available at
http://www.nytimes.com/2015/04/15/business/dealbook/fight-over-wynn-resorts-overshadows-question-of-management.html.
iv Id.
v. Interview of Steve
Wynn by Charlie Rose,
Charlie Rose, PBS, April 15, 2015, available at
http://www.bloomberg.com/news/videos/2015-04-16/wynn-resorts-steve-wynn-charlie-rose-04-16-?cmpid=yhoo.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/elaine-wynn-believes-wynn-resorts-stockholders-are-best-served-with-her-in-the-boardroom-300067748.html
SOURCE Elaine Wynn