Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 07 2018 - 6:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Wynn
Resorts, Limited
(Name
of Registrant as Specified In Its Charter)
Elaine P. Wynn
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Elaine
Wynn Comments on ISS Recommendation that Wynn Resorts Shareholders “WITHHOLD” Votes
from Legacy Director John J. Hagenbuch
ISS
joins Glass Lewis in Recommending Shareholders “WITHHOLD” Votes from Legacy Director John J. Hagenbuch and Vote “AGAINST”
Approval of Wynn Resorts’ Say-on-Pay Proposal
ISS
Cites “Material Failures in Governance and Risk Oversight” At Wynn
Advisory
Firm Recommendations Add to Growing Support for Board Accountability
LAS
VEGAS – May 6, 2018 – Elaine P. Wynn, co-founder and the largest shareholder of Wynn Resorts, Limited (NASDAQ: WYNN)
(“Wynn Resorts,” “Wynn,” the “Company”), today announced that, in a report issued on May 5,
2018, Institutional Shareholder Services (“ISS”), one of the world’s leading independent proxy advisor firms,
has recommended that Wynn shareholders “WITHHOLD” votes from legacy director nominee John J. Hagenbuch at the Company’s
annual meeting on Wednesday, May 16, 2018, in Las Vegas, Nevada.
ISS
also recommended that shareholders vote “AGAINST” approval of Wynn Resorts’ say-on-pay proposal.
Commenting
on the ISS report, Ms. Wynn said, “I am pleased to see further support for my efforts to ensure that the Company takes the
actions necessary to truly become the ‘New Wynn.’ I urge my fellow shareholders to join me in voting for accountability
and objective oversight in the Wynn Resorts board room.”
ISS
joins independent proxy advisor firm Glass, Lewis & Co., LLC (“Glass Lewis”) in supporting Ms. Wynn’s call
to vote
WITHHOLD
on legacy director John J. Hagenbuch at this year’s 2018 Annual Meeting. Ms. Wynn believes
that Mr. Hagenbuch’s role as a longtime member of the Compensation Committee and on the Special Committee responsible for
overseeing the investigation into allegations of sexual harassment by his close friend, Stephen A. Wynn, the Company’s former
Chairman and CEO are problematic and concerning.
Commenting
on the actions by the legacy directors in response to the allegations against Mr. Wynn, ISS said:
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“This
election will serve as a
referendum not only on whether the current board has done
enough to stem the fallout of the accusations against Steve Wynn, but also on whether
the current board composition is sufficiently robust to minimize the possibility that
similar issues reemerge in the future.
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In
summarizing its recommendation that shareholders should “
WITHHOLD
” votes from Mr. Hagenbuch, ISS commented*:
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“[T]he
dissident’s campaign underscores the fact that
Hagenbuch was part of a legacy board
that oversaw material failures in governance and risk oversight
. Given that the benefits
of his continued presence on the board do not seem to outweigh the risks associated with
permanence,
shareholders are recommended to WITHHOLD votes for incumbent nominee Hagenbuch
.”
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“Although
the board responded swiftly to the crisis surrounding Wynn’s departure, the degree of
board-level change needed to contain the fallout from this crisis seems to reflect
a
short-sighted view of risk and overall poor governance over many years on the part of
legacy directors
.”
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“To
be sure, the board’s response has been, as stated in its May 2 press release, ’swift
and decisive.’
But to praise the legacy directors for responding appropriately
would also be in many ways like praising someone in a burning building for appropriately
calling the fire brigade.
Such self-praise begs the question of what other alternatives
were available to the board in the months that followed Steve Wynn’s departure.
Though
the board acted swiftly when faced with a crisis, the legacy directors apparently failed
to change the batteries of the smoke detectors well before the fire broke out.
”
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“It’s
possible that the legacy directors may not have been able to foresee or prevent the allegations
that have emerged against Steve Wynn - nor the potential actions that may have triggered
those allegations.
However, these directors, including Hagenbuch, apparently failed
to construct a board, over the years, that could have weathered such a crisis without
having to undergo so much turmoil.
”
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“The
degree of change effected by the board over the past three months strongly suggests that
the legacy directors were not properly attuned to the issue of gender diversity over
many years, resulting in a re-composition of the board that is encouraging but clearly
overdue.
This seems to reflect a short-sighted view of risk, particularly for a company
operating at the intersection of the entertainment, hospitality, and gaming industries.
In conjunction with the company’s longstanding governance shortcomings (as evidenced
by a ISS Governance QualityScore rating of 10 over the past five consecutive years),
this appears to constitute a material failure in governance and risk oversight on
the part of the legacy board.”
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“Given
that Hagenbuch bears responsibility, along with other legacy directors,
for failing
to address longstanding governance and risk oversight shortcomings
that appear to
have magnified the fallout related to the former founder/CEO’s sudden departure, and
that
the benefits of his continued presence on the board do not seem to outweigh the
risks associated with permanence
, shareholders are recommended to WITHHOLD votes
for Hagenbuch.”
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Regarding
the Company’s executive compensation package, ISS noted that
“[t]he company has a history of pay concerns,”
and further said:
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“[T]here
are
several problematic elements of the pay program
that undermine the positive
features and weaken the alignment between pay and performance.”
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“While
the compensation committee amended a large time-vesting equity grant for newly promoted
CEO Maddox to add performance conditions on 60 percent of the grant, performance is measured
annually rather than over a multi-year period and performance goals are not disclosed.
Moreover, the grant is excessive relative to peers and Maddox may continue to receive
additional equity during the vesting period. Finally, the company paid tax gross-ups
on income tax related to annual incentive awards.”
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Ms.
Wynn added, “If you agree that accountability and transparency are needed in the Wynn boardroom, please join me and
WITHHOLD
your
vote from legacy director nominee John J. Hagenbuch at this year’s annual meeting on
May 16,
2018.
”
*Elaine
Wynn has neither sought nor obtained consent from any third party to use previously published information as proxy soliciting
material.
Important
Additional Information
Elaine
P. Wynn is a participant in the solicitation of proxies from the shareholders of Wynn Resorts, Limited (the “
Company
”)
in connection with the Company’s 2018 annual meeting of shareholders (the “
Annual Meeting
”). On
April 27, 2018, Ms. Wynn filed a definitive proxy statement (the “
Definitive Proxy Statement
”) and form
of
BLUE
proxy card with the U.S. Securities and Exchange Commission (the “
SEC
”) in connection
with such solicitation of proxies from the Company’s shareholders. A description of Ms. Wynn’s direct or indirect
interests, by security holdings or otherwise, is contained in the Definitive Proxy Statement. MS. WYNN STRONGLY ENCOURAGES THE
COMPANY’S SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT, ACCOMPANYING
BLUE
PROXY CARD AND OTHER PROXY MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the Definitive Proxy Statement and any other relevant documents
at no charge from the SEC’s website at www.sec.gov or by contacting Ms. Wynn’s proxy solicitor MacKenzie Partners,
Inc. at wynn@mackenziepartners.com or by calling toll-free (800) 322-2885 or collect (212) 929-5500.
If
you have any questions, require assistance in voting your
BLUE
proxy card,
or need additional copies of Ms. Wynn’s proxy materials,
please contact MacKenzie Partners, Inc. at the phone numbers listed below.
1407
Broadway, 27th Floor
New York, New York 10018
Call Collect: (212) 929-5500
or
Toll-Free: (800) 322-2885
Email: wynn@mackenziepartners.com
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