Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 10 2018 - 7:16AM
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. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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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
P. Wynn Sends Letter to Wynn Resorts Shareholders
Urges
Shareholders to Support Call for Change and Usher in New Era at Wynn
LAS
VEGAS – May 10, 2018 – Elaine P. Wynn, co-founder and the largest shareholder of Wynn Resorts, Limited (NASDAQ: WYNN)
(“Wynn Resorts,” “Wynn,” the “Company”), today released a letter to all shareholders in connection
with her
WITHHOLD
the vote campaign against Wynn legacy director John J. Hagenbuch, who is up for re-election at
Wynn’s annual meeting of shareholders scheduled for Wednesday, May 16, 2018, in Las Vegas, Nevada.
In
the letter, Ms. Wynn summarizes her case for change and urges shareholders to send a signal to the Wynn Resorts board that change
is needed.
A
copy of the letter follows:
May
10, 2018
Dear
Fellow Wynn Resorts Shareholders,
The
2018 annual shareholders meeting will be held in just a few days. Going into the meeting, you face a critical decision that will
help shape the future direction of Wynn Resorts. I am grateful for the time so many of you have spent engaging with me and weighing
all the facts as you make this important decision.
As
the largest shareholder and a co-founder of Wynn Resorts, I am deeply concerned by what I see as failures in responsible oversight
by the Company’s board of directors. With an enterprise as large and complex as Wynn Resorts and with the ascent of a new
CEO, I believe shareholders deserve a board dedicated to objective oversight.
In
my view, the Company’s longstanding legacy directors have proven unable or unwilling to provide such oversight. This list
of failures is long.
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The
board failed to have risk management and legal compliance protocols in place to detect
the alleged improper conduct by former Chairman and CEO, Stephen A. Wynn, and instead
seems to have been caught flat-footed when the story broke in a newspaper
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In
setting up a special committee of the board to investigate the alleged misconduct, the
board erred again in its judgment by:
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o
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Including
a legacy director and longstanding friend of Mr. Wynn, John Hagenbuch, on the committee
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o
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Standing
by when the special committee replaced outside independent counsel with the Company’s
General Counsel’s former law firm, which has a history of representing the Company
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When
selecting a new Chairman of the Board, the directors chose one of Mr. Wynn’s childhood
friends – D. Boone Wayson – who, in my view, cannot be entirely objective
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For
years, the compensation committee, on which Mr. Hagenbuch serves, has lavished executives
with excessive pay, despite being roundly criticized by shareholders and proxy advisory
firms
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With
the Massachusetts Gaming Commission probing the conduct of the Company (including the
board), the Company has suggested it might prefer to sell a key strategic asset, Wynn
Boston Harbor, rather than face regulatory scrutiny
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The
board has repeatedly rejected my requests to meet with the three new independent directors
prior to the annual meeting. Rather, the Chairman of the Board has insisted that any
such meeting would need to include the full board and the CEO. He also rejected the notion
of
any
meeting
prior
to the annual meeting
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These
failures are extremely concerning to me
. To preserve and protect our investments in Wynn Resorts, I urge you to join me in
demanding that the board of directors be reconstituted and key corporate governance reforms be immediately implemented.
We
must start by voting
WITHHOLD
with respect to Mr. Hagenbuch’s re-election. In my view, he should never have
been re-nominated given his ill-advised selection for the special committee, his service on the compensation committee and his
longstanding friendship with Mr. Wynn. But a
WITHHOLD
vote on Mr. Hagenbuch is important for another reason: it
is a referendum on
ALL
longstanding legacy directors, including those who are not up for re-election this year.
A
WITHHOLD
vote with respect to Mr. Hagenbuch is a first step towards the “New Wynn.”
Each
of the three leading proxy advisory firms – ISS, Glass Lewis and Egan-Jones – has recommended that shareholders
WITHHOLD
their votes from Mr. Hagenbuch and vote
AGAINST
the Company’s say-on-pay proposal. And each of them
has written about the important message such a vote will send to the Company.
To
be very clear, a vote to
WITHHOLD
against director nominee John J. Hagenbuch is also a vote:
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FOR
restoring the Company’s reputation, improving its standing with regulators
and maximizing shareholder value
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FOR
a new board that is truly independent and wholeheartedly committed to the Company’s
long-term success
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FOR
adding accountability and objective oversight to the Wynn boardroom
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FOR
establishing best-in-class governance practices that allow shareholders to have a
proper voice at Wynn Resorts
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AGAINST
all of the longstanding legacy board members with close ties to Mr. Wynn who, in
my view, have not served – and will not serve – shareholders well
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AGAINST
any short-sighted, self-interested decisions regarding Wynn Boston Harbor by longstanding
legacy directors
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MOST
IMPORTANTLY, YOUR
WITHHOLD
VOTE IS A VOTE FOR POSITIVE CHANGE AT WYNN.
As
shareholders, I believe we must take action and allow Wynn Resorts to truly enter a new era. We need strong leadership –
free from the issues of the past – to bring about a “New Wynn.”
Please
join me in bringing Wynn Resorts to that new era by voting
WITHHOLD
with respect to legacy director nominee John
J. Hagenbuch.
Thank
you in advance for your support.
Sincerely,
Elaine
P. Wynn
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
3
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