LAS VEGAS, March 20, 2015 /PRNewswire/ -- Elaine Wynn, co-founder, Board member and
third-largest stockholder of Wynn Resorts (NASDAQ: WYNN), today
filed her definitive proxy with the U.S. Securities and Exchange
Commission ("SEC") and sent a letter to all stockholders seeking
support for her re-election to the Board of Directors at the
company's 2015 annual meeting of stockholders. In the letter,
Elaine Wynn highlighted why she
believes that she is the most qualified candidate standing for
election to the Board and how she is best positioned to be a
steward of the company in the future. The letter highlighted,
among other things, that:
- Elaine has played an integral role in the success of Wynn
Resorts from its inception
- Elaine is a strong and independent voice on the Board of
Directors
- Elaine is the third largest stockholder of the company, and
her interests are therefore inextricably aligned with the Company's
stockholders, a fact that she has no plans to change
- Elaine believes it is critical for the Board to include the
perspectives of women
- Elaine believes the reasons used by the Board to support her
exclusion are confusing, incorrect and unsubstantiated
- Elaine believes the Board has abused its powers by taking
the extreme step of reducing the number of directors in order to
exclude a strong and knowledgeable voice from the Board
- Elaine believes that her decades of civic engagement in
local and national leadership positions outside of Wynn Resorts add
a unique perspective to the Board
A copy of the letter follows:
March 20, 2015
Dear Fellow Wynn Resorts Stockholders,
I am the co-founder of Wynn Resorts, a Board member and the
company's third-largest stockholder. I am writing to seek
your support for my re-election to the Board of Directors at the
company's 2015 Annual Meeting to be held on April 24, 2015. With more than four decades of
experience in the gaming business, I have played an integral role
in building Wynn Resorts into the successful global enterprise it
is today. Unfortunately, I am now forced to solicit your support
directly as a result of a decision to remove the considerable
experience and important diversity I bring to our Board. I believe
this decision was misguided and ill-advised.
I believe that we, the owners of Wynn Resorts, deserve better.
This is a company that I co-created, that I know and deeply love,
and that most importantly, I believe in. For the following reasons,
I am asking for your support:
- I have played an integral role in the success of Wynn
Resorts from its inception.
- I am a strong and independent voice on the Board of
Directors.
- I am the third largest stockholder of the company, and my
interests are therefore inextricably aligned with yours, a fact
that I have no plans to change.
- I believe it is critical that our Board includes the
perspectives of women.
- The reasons used by the Board to support my exclusion are,
in my opinion, confusing, incorrect and unsubstantiated.
- I believe the Board has abused its powers by taking the
extreme step of reducing the number of directors in order to
exclude a strong and knowledgeable voice from the Board.
- I believe that my decades of civic engagement in local and
national leadership positions outside of Wynn Resorts add a unique
perspective to our Board.
As a result of these considerations, I believe that I am the
most qualified candidate standing for election to the Board, and
that I am best positioned to be a steward of OUR company in the
future. Also, you should know that Steve
Wynn, the Chairman and CEO, has taken a position regarding a
stockholders agreement between us that requires him to vote all of
his shares and my shares, which together represent 19.3 % of all
shares, in favor of my election to the Board.
YOUR VOTE IS CRITICAL TO ENSURE THAT OUR
FUTURE REMAINS VIBRANT, AND THAT OUR BOARD REMAINS OPEN TO THE
DIVERSITY OF THOUGHT, EXPERIENCE AND JUDGMENT THAT ARE THE
HALLMARKS OF GOOD GOVERNANCE.
I have played an integral role in the success of Wynn Resorts
since its inception. While many of you may be familiar
with my personal connection to Wynn Resorts, it is important that
you understand the role I have played and continue to play in
building the company and supporting and creating its iconic
brand. Wynn Resorts today is in many ways a reflection of my
continuous vision, implemented through creativity, entrepreneurship
and dedication.
I have served on the Board of Wynn Resorts and been directly
involved in its operations since its creation in 2002, and I have
worked tirelessly to grow the company into the successful
$13 billion global enterprise it is
today. Aside from Steve, I believe there is no one else
remaining at a management level at the company or on the Board who
is more knowledgeable about Wynn Resorts' history, its operations,
its customers or its award-winning staff than I. By removing me
from the Board, that knowledge will reside with only one person at
the company, and I believe that creates a significant risk for the
continued success of Wynn Resorts and our collective investment in
the company.
Steve and I built this company together. While Steve has been
the leader and corporate face of the company, I believe I have
served as its human face for the last 13 years. I think that
my ability to cultivate strong relationships and develop, evolve
and communicate the right image for Wynn Resorts has made our
company synonymous with luxury gaming and hospitality. For
example:
- I have played a substantial and ongoing role in developing the
branding of our resorts, including helping to develop the look,
feel and culture of our properties.
- I have provided strategic input regarding proposed future
developments, which has generally been informed by the independent
research that I have conducted through physical site visits,
meetings with company development teams, and learning about
competing ventures.
- I have contributed substantially to the company's public
relations strategies and the planning and production of major
opening events.
- I have helped to cultivate and solidify relationships with
investors and retail vendors.
- I often serve as company ambassador at events and other
activities.
- I interface with our staff and provide them with advice and
input.
As evidenced by these various activities, I believe a director,
in order to make informed and thoughtful decisions, ought to do
more than simply attend board and committee meetings.
Wynn Resorts has been my passion, and my
interest in the company's future and long-term success is why your
vote in this election is so important.
I am a strong and independent voice on our Board of
Directors. Because of my deep knowledge of the
company, my understanding of its operations, and my connection to
and history with the brand, I believe that I have a sound basis to
evaluate and comment knowledgeably upon proposals that come to the
Board from management. My rich experience with the Company and the
brand gives me a unique basis to question management where
appropriate, to anticipate consequences of actions, and to provide
needed perspective. I firmly believe that my input on the Board has
led to meaningful discussion and evaluation of proposals. Rather
than create conflict, I believe that I have helped ensure that the
Board has the right information and asks the right questions to
make the best decisions.
Importantly, I have taken an active role in holding Wynn
Resorts' management team accountable to stockholders. While I
believe that Board members should give a proper level of deference
to the wishes of management, and not meddle in minutiae, I also
believe that they should not act as "rubber stamps." In fact,
my ability to question and engage in healthy debate with Steve and
to garner his trust in seeking my judgment regarding sensitive and
important company matters is one of the reasons I think I have been
such an effective Board member to date. I believe that this unique
dynamic has been critical to our company's great success.
Entertaining varying perspectives on Board issues while
providing a forum for differing views and robust discussions is one
of the hallmarks of a healthy board. I believe that the Board will
be more likely to exhibit those characteristics with me on it, and
it will be less likely to function as a passive rubber-stamp.
I am the third largest stockholder of the company, and my
interests are therefore inextricably aligned with yours, a fact
that I have no plans to change. As Wynn Resorts' third-largest
stockholder, its co-founder and a member of its Board, I have made
my service to the Board a labor of love. I have devoted myself
whole-heartedly to furthering the growth of our business for our
stockholders. I examine proposals with a close eye, asking key
questions and viewing every Board decision through the lens of
generating overall stockholder value. Put plainly, because of my
far larger shareholdings, I have a pure, vested interest in the
company's success that no other candidate for the Board can come
close to matching.
I believe it is critical that our Board include the
perspectives of women. It should not go unnoticed that I serve
as the only woman on the Board, and I believe my voice adds much
needed representation for the viewpoints of women, which comprise
an important and influential segment of Wynn Resorts' consumer
base.
At the time Linda Chen resigned
in 2012, there were two women on the Board. Since Linda's
departure, the Nominating and Corporate Governance Committee has
not brought forward any additional women candidates for the Board's
consideration, and I have been the sole female voice on the Board.
The company's proxy statement states, absurdly in my opinion, that
"the Nominating and Corporate Governance Committee seeks to have
the Board represent a diversity of backgrounds and experience."
Take a look at the company's all-male board as presented in the
company's proxy statement and ask yourself if this is a diverse
board. The Board's newly-professed intention to seek diverse Board
candidates flies in the face of history and is little more than a
self-serving creation for this proxy contest.
Instead, the Board is going the other way by achieving full and
complete homogeneity. Worryingly, as a Board completely devoid of
diversity, I believe that it will be ill-equipped to identify,
attract and vet diverse candidates.
While the company may point to the fact that women hold senior
positions at the company, this is not the same as empowering women
at the Board level. Indeed, in this day and age, I view
diversity as a characteristic of a healthy Board and sound
corporate governance. I find it to be shocking that our Board would
take a big step backwards by eliminating all female representation
at a time when much of the business world is moving to increase
diversity. I believe this would send an unfortunate message to our
customers and stockholders, and would represent a huge setback to
our commitment to diversity and our brand. To me, this is
both bad corporate governance and bad business.
The reasons used by the Board to support my exclusion are, in
my opinion, confusing, incorrect and unsubstantiated. I hold my
qualifications as a business leader, industry expert and company
visionary up for you to judge, but I believe that my independence,
alignment with stockholders, and commitment to the success of Wynn
Resorts speak for themselves, and any claims to the contrary are
not substantiated in the company's proxy statement. Allow me to
address them one-by-one.
First, the Board claims that I have placed my own interests
ahead of the company's and created actual or potential conflicts of
interest because my lawsuit against Steve, if successful, could
increase the likelihood of a violation of indenture covenants. I
believe that this is neither an authentic nor a valid reason to
kick me off the Board.
I do not think this is an authentic reason because my
claim was filed many months before I was re-nominated to the Board
the last time around in 2012. Obviously, the Board did not see my
lawsuit as creating actual or potential conflicts then that
prevented my nomination to, and service on, the Board, and the
Board endorsed my candidacy as a director. The Board stated in the
company's proxy statement that I gave "assurances" to the
Nominating and Corporate Governance Committee in 2012 that
contributed to the Committee's decision to re-nominate me for
election at the 2012 annual meeting. I did indeed provide certain
commitments about how I would work with the Board to handle
procedural matters such as the review of legal and communications
materials with regards to litigation. I have honored those
commitments, and nothing else has changed in my lawsuit that would
give sudden rise to disqualifying conflicts of interest not
previously present. Therefore, it appears to me that the newfound
conclusion that my lawsuit does pose such conflicts is nothing more
than a pretext by the Board to remove me.
I also think this is not a valid reason to remove me.
Although I am seeking in my lawsuit against Steve to gain control
of the shares I own, I remain devoted to the company and its future
success. I intend to remain a significant stockholder indefinitely.
Be assured that my interests as a stockholder are aligned with
yours. Furthermore, a violation of the indenture covenants will
only occur if two things happen: (1) there is a "change of control"
of the Company in which someone comes to beneficially own more
voting shares than are beneficially owned by Steve and certain
related parties, including me, and, (2) within 60 days
thereafter, certain of the Company's outstanding notes are rated
below investment grade by both rating agencies that rate such
notes. Even if I win my cross-claim and the Company's notes are
rated below investment grade by both rating agencies, if keeping a
certain amount of my shares would be necessary to avoid a change of
control triggering event under the indenture covenants, I would
keep such shares. I certainly would not sell or otherwise transfer
shares knowing it would trigger such an event. Also, I could agree
to let Steve vote a smaller number of my shares than he now does,
but still a sufficient number to ensure that our combined voting
share total is larger than that of the next-largest stockholder.
While such an agreement cannot be certain, as the second and third
largest stockholders of the company, respectively, Steve and I
would have every incentive to arrive at an agreement and avoid
triggering a covenant violation.
In any event, my dispute with Steve is one between two
stockholders who disagree over the continued validity of a
stockholders agreement entered into long ago. It's a
stockholder-to-stockholder issue and not a Board issue. This issue
will persist whether or not I serve on the Board and, in my
opinion, it does not impact the ability of either of us to act as
effective Board members. As a result, removing me does nothing to
reduce any alleged risks to the company, but rather it simply
deprives the company of a knowledgeable and effective director for
what I believe to be no valid reason.
Second, the Board makes the odd claim that, in light of this
dispute, my presence impacts the Board's ability to speak freely
about issues facing the company and the "effectiveness" of my
participation has been reduced. As noted above, the lawsuit is a
dispute between two stockholders that does not concern the Board.
In fact, the only Board matter related to the litigation was the
decision not to re-nominate me.
The Board apparently did not have concerns about the
effectiveness of my participation or the effect of my presence on
deliberations of the Board when it re-nominated me in November 2012, many months after my claim was
filed. Once again, I believe that this reason is pretextual,
because nothing has changed since the last time I was up for
re-nomination. In fact, I do not recall hearing any member of the
Board ever raise concerns about any potential chilling effect that
my litigation with Steve might have on Board deliberations. If any
member of the Board had such concerns, it is my view that the issue
should have been raised and discussed, rather than referenced for
the first time in the company's proxy statement. Moreover, the
independent directors meet in committee, as well as in executive
sessions following Board meetings, so they have ample opportunity
to speak with one another without either Steve or me present.
As a stockholder, I do not believe it is right or proper for the
Board to take sides in a dispute between stockholders, particularly
under the guise of complaining that it does not like the perception
of someone suing the Chairman on a personal matter. If the Board
devoted a fraction of the effort it has spent trying to get me to
drop my claim to encouraging Steve to make a reasonable effort to
resolve our dispute, I believe this dispute could be resolved
promptly and to the satisfaction of all parties involved.
Third, the Board asserts that I am not "meaningfully
contributing" to its discussion and work, citing my "lack of
independence under NASDAQ listing standards and resulting inability
to serve on existing Board committees." I find the statement about
my lack of independence to be quite puzzling. It turns out that
likely I am ''independent.'' As detailed in my definitive proxy
statement, I believe that I satisfy all of the bright line tests
for independence under the NASDAQ rules. When the Board made its
most recent "independence" determinations, I voted in favor of the
resolution that designated Mr. Wynn and me as not independent, as
had been the Board's historical determination. I had no idea at the
time that this determination would be used as a reason for trying
to exclude me from the Board. I should have questioned the
conclusion at the time, but it seemed innocuous. Having now
analyzed the question of my independence under NASDAQ rules given
that it is being used as a reason for trying to exclude me, I
believe I qualify as "independent."
Furthermore, I think it is a curious argument to make given that
the Board chose to shrink the size of the Board rather than
nominate an independent director in my place. As a result, my
exclusion from the Board would have absolutely no effect on
increasing the number of independent directors who can serve on
existing Board committees. All it does is eliminate a strong
director from the ranks of the Board.
I find the assertion that I am not "meaningfully contributing"
to the Board's discussion and work to be insulting and misinformed.
I have described above the unique ways that I have contributed for
years to our Board's deliberations and decision-making and will, as
your Board member, continue to do so. I was criticized in the
company's proxy statement for not having a formal role in the
company's operations, but as co-founder, my connection to the
company is so established that a title is unnecessary.
I believe the Board has abused its powers by taking the
extreme step of reducing the number of directors in order to
exclude a strong and knowledgeable voice from the
Board. Only the company's stockholders can elect and
remove directors. Under Nevada law, the Board does not have
the power to remove directors on its own. The
company's charter does allow the Board to change the number of
directors serving on the Board, but that provision has been
used in the past to increase the size of the Board to add a
qualified new director or to reduce the size of the Board
following a director's resignation. I would be surprised if that
provision was ever intended to be used as a way to remove a
sitting director, which is precisely the way the Board is using
that provision here. I believe this is an abuse of power by
the Board that underscores what I believe to be the
extreme nature of the steps that the Board is taking to
exclude a strong and knowledgeable voice from the Board. I urge
you, my fellow stockholders, not to allow the Board to run
roughshod over your rightful power to elect and remove
directors.
I believe that my decades of civic engagement in local and
national leadership positions outside of Wynn Resorts add a unique
perspective to our Board. In addition to this Board post,
I serve on the Board of another public company and have held
leadership positions at a number of organizations. In my view, my
extensive work in the nonprofit sector has positioned me as an
ambassador for the company outside the boardroom, helping build a
legacy of leadership in the Las
Vegas community. I am the founding chair of Communities in
Schools of Nevada and was
appointed in 2009 as chair of the national board of Communities in
Schools, which is among the oldest and most successful
stay-in-school organizations in America. In 2013, I was appointed
by Governor Brian Sandoval to serve
a two-year term on the Nevada State Board of Education and was
subsequently elected unanimously by the board to serve as president
of that body. I have served on the State of Nevada Council to
Establish Academic Standards and chaired the UNLV Foundation, the
private fundraising arm of the University of
Nevada, Las Vegas.
For the reasons outlined in this letter, I believe that my
unique role as an industry veteran with a strong, independent voice
and deep knowledge of Wynn Resorts is unmatched. I hope you will
give me the opportunity to continue to serve you on the Board and
re-elect me to represent the interests of ALL of Wynn Resorts'
stockholders. I appreciate your thoughtful consideration. For
further details and to learn more about why I am the most qualified
candidate standing for election to the Board, please visit:
http://www.elaineforwynn.com
PLEASE FILL OUT AND VOTE THE GOLD PROXY CARD
TODAY TO SUPPORT THE CONTINUED INCLUSION OF STRONG, INDEPENDENT
VOICES AND DIVERSITY OF THOUGHT IN YOUR BOARDROOM.
Sincerely,
Elaine Wynn
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SOURCE Elaine Wynn