LAS VEGAS, May 9, 2018 /PRNewswire/ -- Elaine P. Wynn,
co-founder and the largest shareholder of Wynn Resorts, Limited
(NASDAQ: WYNN) ("Wynn Resorts," "Wynn," or the "Company"), today
announced that, in a report issued on May 8,
2018, Egan-Jones Proxy Services ("Egan Jones"), one of the world's leading
independent proxy advisor firms, has joined Institutional
Shareholder Services ("ISS") and Glass, Lewis & Co. ("Glass
Lewis") in recommending that Wynn shareholders WITHHOLD
votes from legacy director John J.
Hagenbuch at the Company's annual meeting on Wednesday, May 16, 2018, in Las Vegas, Nevada.
Egan-Jones also joined ISS and Glass Lewis in recommending that
shareholders vote "AGAINST" approval of Wynn Resorts' say-on-pay
proposal.
Commenting on the news, Ms. Wynn said, "I am extremely pleased
that all three proxy advisory firms agree with my belief that
change is required at Wynn in order to truly become the 'New Wynn.'
I urge my fellow shareholders to support my WITHHOLD the
vote campaign against Mr. Hagenbuch."
Ms. Wynn believes that it is problematic that Mr. Hagenbuch has
been a longtime member of the Compensation Committee and serves 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.
In commenting on the broader impact of Ms. Wynn's campaign,
Egan-Jones stated*:
- "In our view, voting AGAINST John J. Hagenbuch will send a
clear signal that the Board needs to be refreshed, not only
with new members, but with new ideas and perspectives to rebuild
Wynn's reputation. We believe that in order to minimize the
impact of both the Massachusetts
and Nevada investigations into the
issues with the firm's former CEO, removal of as many
directors (long-tenured directors) potentially tainted by this
issue as possible is in the best interests of
shareholders."
- "We believe that fixing the Company's brand and image must
begin with a reformed leadership in the boardroom. In our view,
a company's financial success should be coupled with a solid
board who will address the inadequacies of Wynn's current corporate
governance structure."
This commentary aligns with Ms. Wynn's position that a
WITHHOLD vote serves as a referendum on all the legacy
directors, a position that ISS and Glass Lewis also shared:
- ISS: "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."
- Glass Lewis: "[W]e believe a significant withhold vote from
Mr. Hagenbuch would offer a concrete mandate to a board that
might otherwise continue to take actions that strain the
credibility of a still nascent pivot toward improved composition
and potentially more progressive corporate governance."
In commenting on the poor governance practices of the current
Wynn Board of Directors, Egan-Jones
suggested:
- "As the board is currently facing serious concerns in its
corporate governance structure, we recommend that the board
should consider an overhaul in order to regain the public
trust. We recommend the board to consider the following:
-
- Board Declassification. Staggered terms for directors
increase the difficulty for shareholders of making fundamental
changes to the composition and behavior of a board. We prefer that
the entire board of a company be elected annually to provide
appropriate responsiveness to shareholders.
- Replacement of over tenured directors serving on the key
Board committees. We believe that the key Board committees
namely Audit, Compensation and Nominating committees should be
comprised solely of independent outside directors for sound
corporate governance practice. In our view, any director whose
tenure on the Board is 10 years or more is considered affiliated,
with the exception of diverse nominees."
In summarizing its position to shareholders that shareholders
should WITHHOLD votes from Mr. Hagenbuch, Egan-Jones
wrote:
- "Based on our review of publicly available information, we
believe that voting AGAINST John J. Hagenbuch, and voting FOR
the rest of the management nominees, as requested by Ms. Wynn,
is in the best interest of the Company and its
shareholders."
- "We believe that Ms. Wynn has presented a compelling
case in voting AGAINST the re-election of John J. Hagenbuch due to the following reasons:
The problematic culture at Wynn stems from the misconduct of
its former Chairman and CEO, Steve
Wynn. We believe that the mere presence of Jay Hagenbuch in the Board presents a strong
conflict of interest, given that he has close ties with Mr.
Wynn. Mr. Hagenbuch, as a member of the Special Committee that
investigates the misconduct of Mr. Wynn, makes the credibility
of the whole probe in question. As such, the reputation of the
Company and the Board is also compromised."
Commenting on Mr. Hagenbuch's membership on the Compensation
Committee, Egan-Jones highlighted:
- "Apart from Mr. Hagenbuch's close ties with Mr. Wynn, we also
note that as a member of the Compensation Committee, we believe
that Mr. Hagenbuch has exercised poor oversight in aligning
executive compensation to the interests of shareholders."
*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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SOURCE Elaine Wynn