LAS VEGAS, May 10, 2018 /PRNewswire/ -- 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.
- 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
- In setting up a special committee of the board to investigate
the alleged misconduct, the board erred again in its judgment
by:
-
- Including a legacy director and longstanding friend of Mr.
Wynn, John Hagenbuch, on the
committee
- 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
- 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
- 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
- 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
- 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
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:
- FOR restoring the Company's reputation, improving its
standing with regulators and maximizing shareholder value
- FOR a new board that is truly independent and
wholeheartedly committed to the Company's long-term success
- FOR adding accountability and objective oversight to the
Wynn boardroom
- FOR establishing best-in-class governance practices that
allow shareholders to have a proper voice at Wynn Resorts
- 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
- AGAINST any short-sighted, self-interested decisions
regarding Wynn Boston Harbor by
longstanding legacy directors
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
View original
content:http://www.prnewswire.com/news-releases/elaine-p-wynn-sends-letter-to-wynn-resorts-shareholders-300646125.html
SOURCE Elaine Wynn