LAS VEGAS, March 24, 2015 /PRNewswire/ -- Wynn Resorts,
Limited (NASDAQ: WYNN) ("Wynn Resorts", "Wynn" or "the Company")
today announced that it is mailing a letter to the Company's
stockholders in connection with the Company's 2015 Annual Meeting
of Stockholders, scheduled for April
24, 2015.
The Wynn Board of Directors recommends that stockholders 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 full text of the letter follows:
March 24, 2015
Dear Fellow Stockholders,
We are asking you to use the WHITE proxy card to vote
your shares for the Wynn Resorts 2015 Annual Meeting of
Stockholders. At the Annual Meeting on April 24, 2015, stockholders will have the
opportunity to vote for director nominees who are best positioned
to serve the interests of ALL Wynn stockholders. Your Board of
Directors strongly believes that the Company's nominees, Mr.
John J. Hagenbuch and Mr.
J. Edward Virtue, are the most
qualified and experienced candidates to serve on the Board and
recommends that you vote on the WHITE proxy card today.
Please DO NOT return or otherwise vote the GOLD proxy card sent
to you by Ms. Elaine Wynn, as doing
so will revoke your vote on the WHITE proxy card. If you previously
have submitted a gold proxy card, you can revoke that vote by using
the enclosed WHITE proxy card to vote your shares. You
can vote the WHITE proxy card by telephone, by Internet or by
signing, dating, marking and returning the enclosed WHITE proxy
card. Please vote your shares today. Only your
latest-dated proxy will count.
OUR BOARD IS TAKING STEPS TO ENHANCE
INDEPENDENCE,
BROADEN THE SKILLS AND EXPERIENCE OF THE
BOARD AND
INCREASE THE BOARD'S
EFFECTIVENESS
Your Board and management team are committed to sound and
effective corporate governance. The Nominating and Corporate
Governance Committee, which we refer to as the Corporate Governance
Committee, seeks to have the Board represent a diversity of
backgrounds and experience and assesses potential nominees in light
of the Board's current size and composition. After careful
consideration, for the reasons described in the Company's proxy
statement and discussed below, the Corporate Governance Committee
recommended, and the Board voted, not to nominate Elaine Wynn for election as a director when her
term expires at the 2015 Annual Meeting. In addition, as
specifically authorized under the Company's Bylaws, the Board voted
to reduce the size of the Board, effective at the 2015 Annual
Meeting. This reduction is expected to be temporary, as
the Board has committed to add a qualified, independent candidate
by the end of 2015. The Board will continue its search for
qualified candidates, prioritizing women and diverse
candidates.
WYNN RESORTS HAS A STRONG TRACK RECORD OF
PROMOTING DIVERSITY AND IS COMMITTED TO IMPROVING DIVERSITY ON THE
BOARD OF DIRECTORS
Wynn Resorts is proud of its commitment to diversity. This
commitment is reflected by the number of women in senior leadership
roles throughout the Company, which includes 34% of employees at
the level of Vice President or above and 38% of employees at the
levels of Executive Director or Assistant Vice President. The
Corporate Governance Committee evaluates diversity on many levels,
including breadth of experience and the ability to bring new and
different perspectives to the Board. However, the Corporate
Governance Committee and the Board also recognize 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."
As stated in the 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. In response to questions from our stockholders,
we want there to be no doubt about this commitment:
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.
Our stockholders understand that the strict regulatory
requirements applicable to the gaming industry mean that our
director candidates must complete extensive questionnaires and
undergo background and suitability investigations by both the
State of Nevada and the
Commonwealth of Massachusetts. While the process is lengthy
and intrusive, we are certain that we will add directors who are
familiar with the business environment in which the Company
competes, are independent and will contribute meaningfully to the
work done by your Board.
Elaine Wynn has noted in her
proxy materials that currently she is the only woman director on
the Board and that if she is not re-elected, the Board will be
"completely devoid of diversity." That is not what the 2015
Annual Meeting is about. The Corporate Governance Committee
believes that even our longest tenured directors should not expect
automatically to be re-nominated for election. As stated in
each of our proxy statements since 2004, when evaluating director
candidates, the Corporate Governance Committee examines a
candidate's other commitments, potential conflicts of interest and
independence from management and the Company. As discussed in
the Company's proxy statement, on these grounds, the Corporate
Governance Committee and the Board determined not to re-nominate
Elaine Wynn, and now recommend that
you NOT vote the GOLD proxy card for Ms. Wynn.
IT IS THE VIEW OF THE FULL WYNN BOARD THAT MS.
ELAINE WYNN DOES NOT QUALIFY AS AN INDEPENDENT
DIRECTOR
As required under the rules of the NASDAQ Stock Market, each
year the Board assesses each of our directors to determine which
directors qualify as "independent" under NASDAQ and other
applicable rules. Under NASDAQ rules, to be independent, a
director must not have certain relationships set out in the rules
(often referred to as "bright-line" independence tests) AND also
must not have "a relationship which, in the opinion of the
Company's board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director." At the Board meeting on February 26, 2015, after the Board had voted
not to re-nominate Elaine Wynn to
serve as one of the Company's directors, and after a review of the
definition of "independent director," Ms. Wynn voted with the
Board's unanimous determination that the Company has six directors
who qualify as independent: Governor Miller, Dr. Irani and
Messrs. Hagenbuch, Shoemaker, Virtue, and Wayson. As she has
done for over a dozen years, Ms. Wynn, acting in her role as a
director, voted without objection in determining that she and the
Company's chief executive officer, Stephen
A. Wynn, do not qualify as independent.
In her proxy materials, Elaine
Wynn now makes the self-serving statement that she believes
she "likely" qualifies as independent. However, Ms. Wynn
maintains her office at the Company's headquarters and repeatedly
describes her activities as being comparable to those of
management:
- "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 served on the Board of Wynn Resorts and been directly
involved in its operations since its creation in 2002…."
- "[I]t 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."
- "[A]s co-founder [of the Company], my connection to the company
is so established that a title is unnecessary."
As stated in the Company's proxy statement, the Board thanks
Elaine Wynn for her service to the
Company. However, we believe that the foregoing statements
demonstrate Ms. Wynn's perspective on her on-going operational
involvement with the Company. Rather than demonstrating the
objectivity and oversight roles of an independent director, we
believe that Ms. Wynn's statements show that Ms. Wynn is not an
"independent" director and instead is and has been an inside
director since 2002. As stated above, the Corporate
Governance Committee intends to add qualified and clearly
independent directors to the Board. According to the Spencer
Stuart U.S. Board Index 2014, the CEO is the only non-independent
director on 58% of boards of S&P 500 companies today, compared
with 50% in 2009 and 39% in 2004.[1] We believe that Wynn
stockholders should be represented by independent directors, and
the Board unanimously determined that Ms. Wynn does not meet that
standard.
THE INDEPENDENT DIRECTORS ON YOUR BOARD
BELIEVE THAT MS. WYNN'S ACTIONS CREATE CONFLICTS OF INTEREST WITH
HER DUTIES AS A DIRECTOR
In June of 2012, Elaine Wynn
filed a cross claim against Stephen
Wynn seeking to be released from a stockholder agreement
that she had entered into just over two years earlier, which
permits Ms. Wynn to sell or gift $100
million worth of her Wynn Resorts stock ($10 million per year over 10 years) but that
prohibits her from unilaterally selling or divesting more than
$10 million worth of Wynn Resorts
stock in any one year. The Corporate Governance Committee at
that time discussed with Ms. Wynn serious concerns the independent
directors had expressed with recommending her for election as a
director at our 2012 Annual Meeting in light of her lawsuit. Based
on assurances given by Ms. Wynn at that time that her dispute with
the Company's chief executive officer would not interfere with her
service as a director, the Corporate Governance Committee
determined to recommend that she be re-nominated and re-elected as
a director. While Ms. Wynn notes in her proxy materials that
her litigation against Steve Wynn
will exist regardless of whether or not Ms. Wynn is one of the
Company's directors, the independent directors' view is that over
the past three years Ms. Wynn's personal goals have interfered with
her effectiveness as a director. As an example, in the
context of the Compensation Committee's efforts to restructure
Stephen Wynn's compensation by
providing for performance-contingent equity awards, Ms. Wynn
sought an amendment to the 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.
As explained in the Company's proxy statement, if Ms. Wynn is
successful in her lawsuit 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. That
provision could be triggered if any stockholder beneficially owns
more Company shares than Elaine Wynn
and Stephen Wynn own in the
aggregate. Because this is a relative test, any sales or
other dispositions of stock by Elaine
Wynn in excess of what she previously agreed to make it more
likely that a third party will own (and easier for a third party to
acquire) more shares than are held by Elaine Wynn and Stephen
Wynn. While the repurchase covenant then would be
triggered only if the Company's debt is rated below investment
grade, neither the Company nor Ms. Wynn can control what rating is
assigned to the Company's debt or when a rating change may
occur.
Unfortunately, Ms. Wynn's proxy materials do not accurately
describe the risks created by her legal claims. Contrary to
what Ms. Wynn suggests, it is not possible for Ms. Wynn to know in
advance how many shares she would have to retain to avoid
triggering a "change of control" under the debt securities.
Moreover, Ms. Wynn's suggestion that she can reach an "agreement"
with Mr. Wynn to avoid triggering a "change of control" misses the
point: even if she were able to reach an agreement with Mr. Wynn to
authorize him to vote some of her shares, that would be completely
irrelevant under the debt securities' terms, as it would not change
the number of shares that she and Mr. Wynn own in the
aggregate.
It is the view of the independent directors on your 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, after the Board voted not to re-nominate
Ms. Wynn on the Company's slate for election as a director,
Ms. Wynn relied on her claim against Stephen 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. The independent directors
believe Ms. Wynn also placed her personal interests ahead of
her role as a director when she 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").
The independent directors expect that all directors should place
their duties as a director ahead of their individual interests, and
act on behalf of ALL stockholders, rather than standing on fine
legal distinctions between conduct as a director and conduct as a
stockholder. THE WYNN RESORTS BOARD IS TAKING STEPS TO ENHANCE ITS
INDEPENDENCE, BROADEN THE SKILLS AND EXPERIENCE OF THE BOARD AND
ENHANCE THE BOARD'S EFFECTIVENESS. We believe that the two
candidates that the Board has nominated -- Mr. John J. Hagenbuch and Mr. J. Edward Virtue -- are best positioned to
achieve these goals, and request that you NOT vote for Elaine Wynn.
YOUR VOTE IS IMPORTANT – VOTE THE WHITE CARD
TODAY
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU 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 you not to return or
otherwise vote any GOLD proxy card sent to you by Ms.
Elaine Wynn. 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 cast your vote as
promptly as possible by following the instructions on the WHITE
proxy card. 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,
or need additional assistance, please contact the firm assisting us
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.
Logo - http://photos.prnewswire.com/prnh/20141014/152145LOGO
[1] Spencer Stuart U.S. Board Index 2014
(Nov. 2014), available at
https://www.spencerstuart.com/research-and-insight/spencer-stuart-us-board-index-2014.
Pursuant to SEC Rule 14a-12(c)(2), the Company hereby discloses
that it did not request the author's consent to citing its
findings.
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SOURCE Wynn Resorts, Limited