LAS VEGAS, April 13, 2015 /PRNewswire/ -- Wynn Resorts,
Limited (NASDAQ: WYNN) ("Wynn Resorts", "Wynn" or "the Company")
today announced that Glass Lewis & Co. ("Glass Lewis"), a
leading independent proxy advisory firm, has recommended
that Wynn Resorts stockholders vote "FOR"
ALL of Wynn Resorts' director nominees, Mr. John J. Hagenbuch and Mr. J. Edward Virtue, on the WHITE proxy
card at the Company's Annual Meeting of Stockholders to be held on
April 24, 2015.
In its April 10, 2015 report,
which supported the Company's nominees and rejected dissident
director Elaine Wynn, Glass Lewis
stated1:
- "Among other things, we believe the board successfully
argues that the Dissident's actions over recent periods -- which
notably encompass the submission of litigation discovery requests
on Wynn's independent directors -- indicate that Ms. Wynn's
interests as a significant shareholder and active litigant have
increasingly taken priority over her fiduciary duties to all
investors."
- "...we do believe the board is successful in suggesting Ms.
Wynn's increasingly distinct interests as a shareholder of the
Company have potentially impinged upon her ability or willingness
to act solely as a fiduciary for independent investors."
- "[W]e believe there remains sufficient clarity around the
impact of Ms. Wynn's lawsuit on core board functions, which, in our
view, is the issue of primacy here.... We believe this matter
reflects very poorly on the benefits investors are likely to
realize through Ms. Wynn's continued access to -- and participation
in -- the Wynn board room."
- "Given the totality of our concerns in this regard and the
absence of what we would consider to be sound arguments that the
board arrived at its present determination on questionable grounds,
we believe Wynn investors should support the incumbent nominees at
this time. Accordingly, we recommend shareholders vote FOR all
management nominees."
Commenting on the Glass Lewis report, Wynn Resorts issued the
following statement:
We are pleased that Glass Lewis recommends that Wynn Resorts
stockholders vote on the WHITE proxy card. Glass
Lewis' endorsement reaffirms the Board's recommendation that Wynn
Resorts' stockholders vote FOR the Company's two
highly-qualified director nominees, Messrs. Hagenbuch and
Virtue.
As stated in the Company's definitive proxy statement, over the
coming year, the Corporate Governance Committee intends to search
for new independent director candidates and, upon identifying
suitable director candidates, expects to increase the Board's size
accordingly. Further, the Corporate Governance Committee intends to
prioritize women and diverse candidates in its search, and will
name one or more diverse directors to the Board by the end of
2015.
We urge Wynn Resorts stockholders to follow the recommendation
of Glass Lewis by voting "FOR" ALL of Wynn Resorts' director
nominees on the WHITE proxy card today.
Wynn Resorts' stockholders are reminded that their vote is
extremely important, no matter how many or how few shares they own.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
MR. JOHN J. HAGENBUCH AND MR. J. EDWARD
VIRTUE, THE TWO DIRECTOR NOMINEES NAMED IN THE COMPANY'S
PROXY STATEMENT, AND ON THE OTHER MATTERS AS RECOMMENDED IN THE
COMPANY'S PROXY STATEMENT. PLEASE VOTE THE WHITE PROXY CARD
OR FOLLOW THE DIRECTIONS ON THE WHITE PROXY CARD TO VOTE
YOUR SHARES.
The Board of Directors strongly urges stockholders not to return
or otherwise vote any gold proxy card sent from Ms. Elaine Wynn.
If stockholders have any questions about how to vote their
shares on the WHITE proxy card, or need additional
assistance, they should contact the firm assisting Wynn Resorts in
the proxy solicitation:
D.F. King &
Co., Inc.
48 Wall Street
New York, New York 10005
Stockholders Call Toll-Free: (877) 732-3619
Banks and Brokers Call Collect: (212) 269-5550
Email: wynn@dfking.com
ABOUT WYNN RESORTS
Wynn Resorts, Limited (Nasdaq: WYNN) is traded on the Nasdaq
Global Select Market under the ticker symbol WYNN and is part of
the S&P 500 and NASDAQ-100 Indexes. Wynn Resorts owns and
operates Wynn and Encore Las Vegas (www.wynnlasvegas.com) and Wynn
and Encore Macau (www.wynnmacau.com).
Wynn and Encore Las Vegas feature two luxury hotel towers with a
total of 4,748 spacious hotel rooms, suites and villas,
approximately 186,000 square feet of casino space, 34 food and
beverage outlets featuring signature chefs, two award-winning spas,
an on-site 18-hole golf course, meeting space, a Ferrari and
Maserati dealership, approximately 99,000 square feet of retail
space as well as two showrooms; three nightclubs and a beach
club.
Wynn and Encore Macau is a destination casino located in the
Macau Special Administrative Region of the People's Republic of China with two luxury
hotel towers with a total of 1,008 spacious rooms and suites,
approximately 280,000 square feet of casino space, casual and fine
dining in eight restaurants, approximately 57,000 square feet of
retail space, recreation and leisure facilities, including two
health clubs, two spas and a pool.
1Permission to use quotations neither sought nor
obtained
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SOURCE Wynn Resorts