LAS VEGAS, May 14, 2018 /PRNewswire/ -- Elaine P. Wynn,
co-founder and the largest shareholder of Wynn Resorts, Limited
(NASDAQ: WYNN) ("Wynn Resorts," "Wynn," the "Company"), today
published a letter to all shareholders reiterating her concerns
about the longstanding legacy directors of Wynn Resorts and
encouraging her fellow shareholders to vote WITHHOLD on 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,
highlights commentary from independent third parties and urges
shareholders to send a signal to the Wynn Resorts board that change
is needed.
A copy of the letter follows:
May 14, 2018
Dear Fellow Wynn Resorts Shareholders,
Over the last several weeks, I have outlined why I believe
change is needed at Wynn Resorts. And as we quickly approach the
annual meeting of shareholders, it is time for us to express our
voice and send a message to the company's most senior leadership.
Are we willing to accept a continuation of the practices and
service by the same people that, in my view, led to a serious
crisis at the Company? Or is it time to move past the long-standing
legacy directors and install new board members that will fulfill
their responsibility to all of us?
My position is clear. We need change. I believe shareholders who
want to move beyond the problems of the past – those that support
objective board oversight, a diverse and healthy work environment,
and respect for shareholder rights – must stand up and vote
WITHHOLD on John
Hagenbuch.
As I have expressed in my previous correspondence, Mr. Hagenbuch
represents all that is wrong with the long-serving legacy
directors. Not only did they fail to properly address the alleged
misconduct against Mr. Wynn, they've continued to act in a manner
that puts the Company, its employees, and its brand at risk. Some
of the more recent actions include:
- Naming John Hagenbuch to the
special committee of the board charged with investigating the
alleged misconduct against Mr. Wynn, despite Mr. Hagenbuch's
friendship and close connections with Mr. Wynn;
- Appointing Mr. Wynn's childhood friend, D. Boone Wayson, as
Chairman of the Board; and,
- Considering a misguided sale of Wynn
Boston Harbor, apparently to avoid the regulatory scrutiny
by the Massachusetts Gaming Commission of the Company's (including
the board's) conduct before and after the alleged improper
conduct.
With the annual meeting only days away, I ask one simple
questions of you: Which side of history do you want to be
on? I urge you to vote for positive change and not allow the
longstanding legacy board members to remain in place and continue
to wield significant influence at the Company.
I have been humbled by the support that my campaign has received
over the past few weeks from research firms, commentators and
analysts. I have added to this letter a collection of statements
from independent third parties that I encourage you to read and
consider as you make your voting decisions.
Please join me in restoring Wynn Resorts and positioning it
to fully realize its future potential by supporting my campaign to
WITHHOLD votes with respect to legacy director nominee John J. Hagenbuch.
Thank you in advance for your support.
Sincerely,
Elaine P. Wynn
Independent Third-Party Comments*
- "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." – Institutional Shareholder Services ("ISS"),
5/5/18
- "In this environment, the optics matter. You can't have Wynn's
friends investigating the allegations. Elaine is absolutely right
that the board needs to be refreshed and the legacy directors
should go." – Prof. Charles
Elson, Director of the John L. Weinberg Center for Corporate
Governance at the University of
Delaware, as quoted in With Steve Wynn Gone, 'Queen of Las Vegas' Does Boardroom Battle, The
New York Times, 5/10/18
- "The relationship between Wayson and Wynn could still play a
role in the company's future. Regulators in Nevada, Macau
and Massachusetts are
investigating the allegations of sexual harassment, including
questions of what other Wynn executives and board members knew
about the behavior." – Wynn Resorts' Next Battle: Friends of
Steve Who Remain on Board, Bloomberg, 4/24/18
- "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." – ISS, 5/5/18
- "[W]e consider a concerted vote opposing the continued service
of a director personally linked to Mr. Wynn and certain of the
Company's greater oversight failures would send a more pronounced
message that investors seek a clearer break from the status quo." –
Glass, Lewis & Co., LLC, 5/3/18
* 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
View original
content:http://www.prnewswire.com/news-releases/elaine-p-wynn-urges-shareholders-to-vote-withhold-on-wynn-resorts-legacy-director-john-j-hagenbuch-at-upcoming-annual-meeting-300647597.html
SOURCE Elaine Wynn