LAS VEGAS, April 20, 2015 /PRNewswire/ -- In connection with
the 2015 Annual Meeting of Stockholders of Wynn Resorts, Limited
(NASDAQ: WYNN) ("Wynn Resorts", "Wynn" or "the Company"), scheduled
for April 24, 2015, the Company today
mailed a letter to its stockholders from Independent Presiding
Director Robert J. Miller, who
serves as Chair of the Board's Nominating and Corporate Governance
Committee.
The full text of the letter follows:
April 20, 2015
Dear Fellow Stockholders,
As Chair of the Wynn Resorts, Limited Nominating and Corporate
Governance Committee, I have had the opportunity to speak with many
of you directly over the past several weeks. Both Mr. Hagenbuch and
Mr. Virtue, the Board's independent nominees, have been made
available in these conversations and they and I have met and spoken
with many of our largest stockholders about the important work that
lies ahead for your Board, and the skills, experience and objective
perspectives that these two candidates bring to your Board.
With the Wynn Resorts Annual Meeting of Stockholders quickly
approaching, we urge all stockholders to vote FOR the
Company's two highly-qualified and independent nominees, Mr.
John J. Hagenbuch and Mr.
J. Edward Virtue, on the WHITE proxy card today, and
urge stockholders NOT to return or otherwise vote Elaine P. Wynn's gold proxy card.
Your vote matters and your Board believes that your interests as
a stockholder of this Company are best served by the re-election of
Messrs. Hagenbuch and Virtue. Ms. Wynn's actions over
the course of this proxy fight have clearly demonstrated why she is
not suited to serve on the Board of Directors while pursuing her
personal litigation agenda.
As stated in the Company's definitive proxy statement, over the
coming year, the Corporate Governance Committee will search for new
independent director candidates and, upon identifying suitable
director candidates, will increase the Board's size accordingly.
Further, the Corporate Governance Committee will prioritize women
and diverse candidates in its search, and will name one or more
diverse directors to the Board by the end of 2015.
MESSRS. HAGENBUCH AND VIRTUE BRING TO THE
BOARD THE OUTSIDE PERSPECTIVE AND EXPERIENCE THAT STOCKHOLDERS
DESERVE AND, IN THE BOARD'S VIEW, ARE THE MOST QUALIFIED
CANDIDATES
Your Board's Nominating and Corporate Governance Committee views
John J. (Jay) Hagenbuch and
J. Edward (Ted) Virtue as the most
qualified director candidates to serve on the Wynn Resorts
Board. Both candidates are independent and objective
professionals who contribute meaningfully to the Board's work on
behalf of all stockholders. Mr. Hagenbuch and Mr. Virtue have a
track record of using their diverse skills and experiences to bring
fresh perspectives to the Board and, having each joined the Board
in 2012, are each important participants in the Board's strategy to
refresh the Board's composition and enhance its
independence.
Messrs. Hagenbuch and Virtue Bring to the Board the Critical
Skill Sets and Unique Perspectives That Are Essential to the
Continuation of Wynn Resorts' World-Class Operations.
Wynn Resorts sets the standards for luxury and entertainment in the
gaming industry. The Board of Directors functions to oversee
the Company's strategic initiatives to help ensure that the Company
continues to perform and evolve in a highly competitive environment
while maintaining the operational, regulatory and financial
stability needed to protect stockholder value and enhance
stockholder returns. Over the coming years, the Company needs
strong financial vision and a unity of purpose as we bring the Wynn
Resorts experience to the East Coast in the United States, finalize and open our
premier resort in Cotai, and explore additional development
opportunities. Your Board believes that Messrs. Hagenbuch and
Virtue have the business acumen, financial expertise and commitment
to the Company that are necessary for the Board to help properly
guide the Company and promote continued first class operations
throughout the Company.
Jay Hagenbuch Brings Extensive Real Estate, Land Development
and International Investment Expertise to the
Board. Mr. Hagenbuch has deep corporate strategy and
financial expertise gained through more than three decades as a
banker and private equity investor. As the Co-founder,
Chairman and Chief Executive Officer of M&H Realty Partners and
WestLand Capital Partners, two real estate investment firms, Mr.
Hagenbuch has built a track record of successful real estate
investment and land development and investment. These experiences
allow Mr. Hagenbuch to contribute to the Board's strategic
oversight of Wynn's pursuit of development opportunities in new
geographies. In addition, having served as a partner of
private equity firm Hellman & Friedman, and as an investment
banker at Salomon Brothers, Mr. Hagenbuch possesses the extensive
knowledge and experience in corporate finance and capital markets
necessary to help guide the Company in today's volatile financial
environment.
Ted Virtue Brings Extensive Corporate Finance And Capital
Markets Experience to the Board. As the Founder and Chief
Executive Officer of MidOcean Partners, an alternative asset
management firm, and the former Chief Executive Officer of DB
Capital Partners, a captive merchant bank where he oversaw the
bank's $35 billion direct investment
portfolio, Mr. Virtue possesses the financial acumen required to
help oversee the Company's financial strategy and its strategic
investments around the globe. In addition, Mr. Virtue's experiences
as the former President of BT Alex. Brown Incorporated, Executive
Vice President and Head of Global Finance at Bankers Trust and
Senior Vice President at Drexel Burnham Lambert have equipped him
with sophisticated and broad experience within the gaming industry
as well as insights on capital markets issues faced by global
resort and gaming companies.
MS. WYNN HAS FAILED TO ADDRESS THE PRIMARY
ISSUE OF THE CONFLICTS CREATED BY HER PERSONALLY MOTIVATED
LITIGATION
Ms. Wynn has demonstrated that she has allowed her personal
litigation goals to interfere with her role and responsibilities as
a director. Instead of squarely addressing the key issue of whether
her personally motivated litigation is consistent with her duties
as a director and in the best interests of stockholders, Ms. Wynn
has consistently avoided the issue.
As reflected by both the Company's and Ms. Wynn's own proxy
materials, Ms. Wynn believes that it is she who should draw the
lines as to when she is acting in her own interests and when she is
subject to the standards and rules applicable to directors.
As stated by Glass Lewis & Co. (Glass Lewis), a leading
independent proxy firm, in its analysis, "we believe the board
successfully argues that [Ms. Wynn's] actions over recent
periods ... indicate that Ms. Wynn's interests as a
significant shareholder and active litigant have increasingly taken
priority over her fiduciary duties to all
investors."1
- Ms. Wynn Has Litigation Pending Against the Chairman of the
Board and CEO of Wynn Resorts, Steve
Wynn. Despite stating in her proxy materials that
it is her intention to remain a significant stockholder, the
heart of that litigation is that Ms. Wynn wishes to be able to sell
more than the $10 million worth of
Company shares she is already permitted to sell annually.
This litigation and its goals have interfered with productive board
operations and the interests of the stockholders at large.
- Ms. Wynn Has Involved the Company's Independent
Directors in Her Litigation, Making for an Unworkable
Boardroom. Ms. Wynn recently served litigation discovery
requests on Wynn Resorts' independent directors seeking production
of private board and committee deliberations in her personal
litigation against the Company's Chairman and CEO, which reinforces
the view that Ms. Wynn's interests as a significant stockholder and
active litigant have increasingly taken priority over her fiduciary
duties.
While Ms. Wynn initially attempted to suggest that this issue
was only recently presented to her as being problematic, and she
claimed the issue was "a ruse"2 during the publicly
available, widely distributed "Proxy Talk" hosted by Glass Lewis,
the Company's proxy materials demonstrate that Ms. Wynn's
litigation has been a matter of concern and Board discussion since
she initiated it in 2012, and has handicapped the Board's ability
to work in the best interests of stockholders for a number of
years.
Your Board believes that stockholders are best represented by
independent directors who do not have their own personal agendas
and who work to serve the interests of all stockholders, and
therefore recommends that you vote FOR Mr. Hagenbuch and Mr.
Virtue on the Company's WHITE proxy card.
MS. WYNN HAS FAILED TO DEMONSTRATE THAT SHE
CONTRIBUTES MEANINGFULLY TO THE BOARD'S OPERATIONS
It is the independent directors' view that Ms. Wynn does not add
any skills or experience to the Board that are not already
reflected in the skills and experience of the Company's Chief
Executive Officer, and that the operational contributions Ms. Wynn
claims to make are more appropriately matters to be handled by the
Company's highly trained and professional staff, not by a
non-employee director. While Ms. Wynn claims that she will be
able to effectively represent other stockholders on the Board, she
has not provided any example of doing so. As stated by
Institutional Shareholder Services (ISS), an independent proxy
advisory firm, "The public record of her tenure, however, offers no
compelling evidence that shareholders would lose an iconoclastic,
effective champion for better board accountability and governance
practices if she were not returned to the
board."3
During Ms. Wynn's "Proxy Talk" with Glass Lewis (after which
Glass Lewis recommended stockholders vote FOR the Company's
nominees, and not for Ms. Wynn), Ms. Wynn did not cite any
contributions she has made as a director, and instead made claims
such as the following, none of which relate to the main functions
of a director at a publicly traded company:
"I organized all of the grand opening parties
which involved over 1,800 to 2,000 people, and that has been an
ongoing role that I had throughout the property."
"... everything from experiencing the
different mattresses, doing the amenity programs, the private label
lines of goods in the showers, the texture of the linens on the
beds."
In contrast to Ms. Wynn's past service, Mr. Hagenbuch and Mr.
Virtue have actively participated in the Board's and Board
Committees' activities and provided independent perspectives on the
Company's financial and strategic initiatives. The Board
believes that Mr. Hagenbuch and Mr. Virtue are best positioned to
support and contribute to the Board's work and represent the
interests of all stockholders.
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.
Please do not vote "Withhold" on the WHITE proxy card, as
a Withhold vote does not count in determining whether the Board's
nominees are elected.
The Board of Directors strongly urges you not to return or
otherwise vote any GOLD proxy card sent to you by Ms. 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 last-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 or need assistance voting your shares,
please contact Wynn Resorts, Limited's proxy solicitor:
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.
1 Glass Lewis & Co., LLC Proxy Paper re Wynn
Resorts, Limited, April 10, 2015,
page 13. Permission to use quotation was neither sought nor
obtained.
2 Glass Lewis & Co. LLC Proxy Talk with Elaine Wynn, April 10,
2015, available at
http://www.glasslewis.com/assets/uploads/2015/04/2015-04-10-11.02-PROXY-TALK_-Wynn-Resorts.-Proxy-Contest-Discussion-With-Elaine-Wynn.mp3.
3 ISS Proxy Advisory Services Report re Wynn Resorts,
Limited, April 5, 2015, page
23. Permission to use quotation was neither sought nor
obtained.
Logo -
http://photos.prnewswire.com/prnh/20141014/152145LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/wynn-resorts-limited-urges-stockholders-to-vote-in-favor-of-the-boards-unbiased-and-independent-nominees-300068549.html
SOURCE Wynn Resorts