LAS VEGAS, May 10, 2018 /PRNewswire/ -- Wynn Resorts
(NASDAQ: WYNN) today issued an open letter to shareholders to
address statements made by Elaine
Wynn relating to the Company's Annual Meeting of
Shareholders on May 16, 2018.
The text of the letter follows:
Dear Fellow Wynn Resorts
Shareholder,
As our 2018 Annual Meeting of Shareholders approaches, we want
to cut through the noise caused by Elaine
Wynn's "withhold-the-vote" campaign. Her campaign has
been entirely disingenuous and is only serving to undercut the
stability and progress we are making to transform Wynn Resorts.
Wynn's Board and management team are laser focused on remaking
Wynn for the future. We recognize the issues of the past and
are working diligently to ensure they are not repeated. The
leading proxy advisory firms ISS and Glass Lewis agree that the
Board has taken swift and decisive action over the past three
months, and it has demonstrated that it is committed to improving
corporate governance and accountability.
It is important to consider Elaine
Wynn's campaign in this context. We believe her goal
to "Restore Wynn" reflects an insensitivity to the needs of the
Company at this important juncture. Instead, the Board and
management are leading a transformation to "Remake Wynn," taking
the Company's best-in-class assets, guest services and enhanced
employee culture and moving past the founder-led era that
Elaine Wynn was a part of.
Both ISS and Glass Lewis have focused on the point that
Elaine Wynn was a member of the
Board from 2002 to 2015, and that she herself bears some
responsibility for some of the past vestiges for which she now
criticizes the Board. As a director who was an integral part
of the "Old Wynn" for an extended period of time, it is difficult
to see how she will be helpful in driving our evolution.
While we value the views of and engagement with all of our
shareholders, including Elaine Wynn,
we continue to believe that her actions are questionable and not
designed to advance shareholder value. For example, our Board
and management have repeatedly offered to meet with her to discuss
her views – which she has refused to do. Her recent claim
that we have continually rejected her requests to meet with the
three new independent directors is disingenuous. In response
to her recent communications, we offered for her to meet with the
full Board followed by an executive session of the directors
without management present – an approach we believe represents the
clearest path to constructive dialogue and is best practice in
corporate governance. We proposed a time for the meeting on
the first date our directors will all be in Las Vegas and able to accommodate her request
for an in-person meeting, and have reiterated a willingness to find
a mutually agreeable alternative if that time was not acceptable to
her. She did not offer an alternative time, and instead
issued a complaint via press release, leading us to question
whether her request was simply a public relations stunt.
In an effort to maintain full transparency and
combat Elaine Wynn's misleading
claims about our outreach, we are attaching our correspondence with
her on the matter.
The weaknesses in Elaine Wynn's
campaign and her own shortcomings as a steward of corporate
governance have been brought into sharp relief over the past
several weeks, and ISS even went as far as to explicitly note that
it was not recommending shareholders vote on Elaine Wynn's blue card, highlighting that its
recommendation was not driven by the strength of her
critique. Her campaign is simply creating noise that is a
hindrance to the progress we are making to transform Wynn for the
future.
We have made clear that the Board and management are committed
to change and to moving the Company forward. We have made
great strides in getting Wynn back on track, and it is not in
shareholder interests to risk derailing the progress we are making
by aligning with Elaine Wynn's
campaign and the legacy that she bears.
Sincerely,
The Board of Directors
Wynn Resorts, Limited
ABOUT WYNN RESORTS
Wynn Resorts, Limited is traded on the Nasdaq Global Select
Market under the ticker symbol WYNN and is part of the S&P 500
Index. Wynn Resorts owns and operates Wynn Las Vegas
(wynnlasvegas.com), Wynn Macau (wynnmacau.com) and Wynn Palace,
Cotai (wynnpalace.com).
Wynn and Encore Las Vegas feature two luxury hotel towers with a
total of 4,750 spacious hotel rooms, suites and villas,
approximately 192,000 square feet of casino space, 22 dining
experiences featuring signature chefs and 11 bars, two
award-winning spas, approximately 290,000 square feet of meeting
and convention space, approximately 110,000 square feet of retail
space as well as two showrooms; three nightclubs, a beach club and
recreation and leisure facilities. A luxury retail Strip-front
expansion, Wynn Plaza, is currently
under construction and is scheduled to debut the second half of
2018.
Wynn Macau is a luxury hotel and casino resort located in the
Macau Special Administrative Region of the People's Republic of China with two luxury
hotel towers with a total of 1,008 spacious rooms and suites,
approximately 273,000 square feet of casino space, casual and fine
dining in eight restaurants, approximately 31,000 square feet of
meeting and convention space, approximately 59,000 square feet of
retail space, and recreation and leisure facilities including two
opulent spas, a salon and a rotunda show.
Wynn Palace is a luxury integrated resort in Macau. Designed as a floral-themed
destination, it boasts 1,706 exquisite rooms, suites and villas,
approximately 420,000 square feet of casino space, 11 food and
beverage outlets, approximately 37,000 square feet of meeting and
convention space, approximately 106,000 square feet of designer
retail, SkyCabs that traverse an eight-acre Performance Lake, an
extensive collection of rare art, a lush spa, salon and recreation
and leisure facilities.
Wynn Resorts is currently constructing Encore Boston Harbor
located in Everett,
Massachusetts.
Additional Information and Where to Find It
The Company has filed a definitive proxy statement, a supplement
to the definitive proxy statement, and a form of associated WHITE
proxy card with the SEC in connection with the solicitation of
proxies for the Company's 2018 Annual Meeting of Shareholders. THE
COMPANY'S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON APRIL 18, 2018, THE PROXY SUPPLEMENT FILED WITH
THE SEC ON APRIL 30, 2018, THE
ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. The Company's shareholders
will be able to obtain any proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC free of charge at the SEC's website at
www.sec.gov. Copies will also be available free of
charge at the Company's website at wynnresorts.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company's
shareholders in connection with the matters to be considered at the
Company's 2018 Annual Meeting of Shareholders. Information about
the Company's directors and executive officers is available in the
Company's proxy statement filed with the SEC on April 18, 2018 and the proxy supplement filed
with the SEC on April 30, 3018, each
with respect to the Company's 2018 Annual Meeting of Shareholders.
To the extent holdings of the Company's securities by such
directors or executive officers have changed since the amounts
printed in the proxy statement, such changes have been or will be
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Changes in Beneficial Ownership on Form 4 filed
with the SEC.
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SOURCE Wynn Resorts