LAS VEGAS, March 16, 2015 /PRNewswire/ -- Wynn Resorts,
Limited (NASDAQ: WYNN) ("Wynn Resorts", "Wynn" or "the Company")
today announced that it has filed definitive proxy materials with
the Securities and Exchange Commission in connection with Wynn
Resorts' Annual Meeting of Stockholders, which is scheduled to be
held on April 24, 2015.
In conjunction with the definitive filing, Wynn is mailing the
following letter to stockholders urging them to vote FOR
Wynn's nominees to the Board of Directors on the WHITE proxy
card:
March 16, 2015
Dear Fellow Stockholders,
We are writing to you today regarding Wynn Resorts' upcoming
2015 Annual Meeting of Stockholders, which will be held on
April 24, 2015.
The Board recommends that you vote on the WHITE proxy
card for the election of two Class I directors, Mr. John J. Hagenbuch and Mr. J. Edward Virtue, to serve until the 2018 Annual
Meeting of Stockholders, and on the other matters as recommended in
the proxy statement.
THE WYNN BOARD AND MANAGEMENT ARE COMMITTED TO
SOUND AND EFFECTIVE CORPORATE GOVERNANCE
Wynn Resorts has established a comprehensive corporate
governance framework, with policies and programs designed not only
to satisfy the extensive regulatory requirements applicable to our
business but also to build value for the Company's stockholders,
customers, and employees and the other individuals and
organizations that depend upon it.
Consistent with our commitment to sound and effective corporate
governance, the Board has voted to reduce the size of Class I to
two directors, effective upon expiration of the terms of the
current Class I directors at the 2015 Annual Meeting, resulting in
the size of the Board being reduced from eight directors to seven.
The Board has nominated two director nominees whom the Board has
determined qualify as independent directors to serve as Class I
directors for terms that commence upon election at the 2015 Annual
Meeting. The Board's independent nominees are:
- John J. Hagenbuch
– Mr. Hagenbuch, 63, has served as a director of the Company
since December 2012. Mr. Hagenbuch
serves as a member of the Compensation Committee and as a member of
the Audit Committee. Mr. Hagenbuch is Chairman of M&H Realty
Partners and WestLand Capital Partners, investment firms he
co-founded in 1994 and 2010, respectively. Previously, Mr.
Hagenbuch was a General Partner of Hellman & Friedman, a
private equity firm that he joined as its third partner in 1985. He
graduated magna cum laude from Princeton
University and holds an MBA from Stanford University Graduate School of Business.
Mr. Hagenbuch brings to our Board deep corporate strategy and
financial expertise gained over thirty years as a private equity
investor and as a director of a number of public and private
companies. Additionally, Mr. Hagenbuch provides valuable
insight and perspective to our Board as the Company continues to
position itself to capture new development opportunities in today's
gaming environment.
- J. Edward Virtue – Mr.
Virtue, 54, has served as a director of the Company since
November 2012. Mr. Virtue serves as
Chairman of the Compensation Committee and as a member of the
Nominating and Corporate Governance Committee (the "Corporate
Governance Committee" or "the Committee"). Mr. Virtue is the Chief
Executive Officer and Founder of MidOcean Partners, an alternative
asset manager based in New York.
MidOcean's private equity and hedge funds are focused on investing
in middle market companies. Prior to founding MidOcean in 2003, Mr.
Virtue held senior positions at financial service firms Deutsche
Bank, Bankers Trust and Drexel Burnham
Lambert. Mr. Virtue has extensive financial experience as a
fund manager and business investor, including experience in the
gaming, hospitality and consumer products industries. The
continuing challenges of the global economic environment require
sophisticated and diverse experience in capital markets, which the
Corporate Governance Committee and the Board determined Mr. Virtue
provides.
In determining to reduce the size of Class I, the Board decided
not to re-nominate Elaine P. Wynn to
serve as a director, based on the recommendation of the Corporate
Governance Committee.
IT IS THE VIEW OF THE WYNN CORPORATE
GOVERNANCE COMMITTEE THAT MS. WYNN'S INTERESTS ARE NOT ALIGNED WITH
THOSE OF ALL OTHER STOCKHOLDERS
Following an extensive process which included multiple meetings
and the participation of Ms. Wynn, the Corporate Governance
Committee determined not to recommend that Ms. Wynn be re-nominated
due to:
- concerns over actual and potential conflicts of interest; in
this regard the Corporate Governance Committee believes that Ms.
Wynn has placed her individual interests ahead of her duties as a
director, including in her cross claim against the Company's Chief
Executive Officer;
- the Committee's view that Ms. Wynn's claims in her lawsuit and
ongoing dispute with the Company's Chief Executive Officer have
reduced the effectiveness of her participation on the Board;
and
- the Committee's view that Ms. Wynn is not meaningfully
contributing to the Board's discussion and work, which is
increasingly conducted at the Board committee level, in which Ms.
Wynn is unable to participate due to Ms. Wynn's lack of
independence under NASDAQ listing standards and resulting inability
to serve on any existing Board committees.
The Corporate Governance Committee's view is that corporate
governance trends support increasing the percentage of directors on
a board who are familiar with the business environment in which a
company competes, but who are independent and have obtained their
knowledge and skills from diverse experiences. 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 size
accordingly. Consistent with the Company's long-standing commitment
to promoting diversity, as reflected by the number of women in
senior leadership roles at the Company, the Corporate Governance
Committee intends to prioritize women and diverse candidates in its
search to bring new perspectives and experience to the Board.
YOUR VOTE IS IMPORTANT – VOTE THE WHITE CARD
TODAY
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE TWO
DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT AND ON THE OTHER
MATTERS AS RECOMMENDED IN THIS PROXY STATEMENT. PLEASE VOTE THE
WHITE PROXY CARD OR FOLLOW THE DIRECTIONS IN THIS PROXY STATEMENT
TO VOTE YOUR SHARES.
The Board of Directors strongly urges you not to sign or
return any gold proxy card sent to you. If you have previously
submitted a gold proxy card, you can revoke that proxy by using the
enclosed WHITE proxy card to vote your shares today by
telephone, by Internet or by signing, dating, marking and returning
the enclosed WHITE proxy card. Only your latest-dated proxy
will count. Whether or not you plan to attend the Annual Meeting,
you are encouraged to read the attached Proxy Statement and then
cast your vote as promptly as possible by following the
instructions in the notice. Even if you have given your proxy, you
may still vote in person if you attend the Annual Meeting. If your
shares are held through an intermediary, such as a bank, broker or
other nominee, unless you provide voting instructions to such
person, your shares will not be voted on most matters being
considered at the Annual Meeting and your vote is therefore
especially important.
Sincerely,
Robert J. Miller
Independent Presiding Director
Chairman, Nominating and Corporate Governance Committee
Wynn Resorts, Limited
If you have questions
about how to vote your shares on the WHITE proxy
card,
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or need additional
assistance, please contact the firm assisting us in the proxy
solicitation:
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D.F. King &
Co., Inc.
48 Wall
Street
New York, New York
10005
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Stockholders Call
Toll-Free: (877) 732-3619
|
Banks and Brokers
Call Collect: (212) 269-5550
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Email: wynn@dfking.com
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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.
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SOURCE Wynn Resorts, Limited