LAS VEGAS, April 6, 2015 /PRNewswire/ -- Elaine Wynn,
co-founder, Board member and third-largest stockholder of Wynn
Resorts (NASDAQ: WYNN), today released a letter to all stockholders
outlining her superior qualifications for re-election to the Wynn
Resorts Board of Directors. Highlights include:
- Elaine believes that her role as co-founder of Wynn Resorts
is an asset to the Board and her experience is unmatched by other
Board candidates.
- Elaine is a long-term significant stockholder, and that will
not change.
- Elaine is a strong independent voice and she stands up for
stockholders.
- Elaine's interests are fully aligned with those of other
stockholders.
A copy of the letter follows:
April 6, 2015
Dear Fellow Wynn Resorts Stockholders,
We are facing a critical moment in our Company's 15-year
history. Changing market dynamics, evolving consumer preferences,
and enhanced competition are only some of the many challenges we
will face. I strongly believe that, to address these
challenges, this Company of which we are all owners needs Board
leadership that brings true independence of thought, diversity of
outlook, and depth of industry knowledge. It needs Board
members who are willing to challenge assumptions and push
management to deliver outstanding results, and who are committed to
representing the very BEST interests of ALL Wynn Resorts
stockholders.
As a director since I co-founded our Company, I have made it my
responsibility to ensure that the Board is acting in the best
interests of every stockholder by making clear and informed
decisions. In the Boardroom, I never hesitate to have my voice
heard to ensure the best possible outcomes are achieved. My goal is
never divisiveness. Rather, I try to encourage my fellow
Board members, including the Chairman, to test theories and explore
alternatives in an effort to build a consensus around the right
decisions. Through the years, my voice has only grown, and I
am proud to say we have an outstanding track record of success.
During this time, Wynn Resorts has expanded to a global business
that is synonymous with luxury gaming and hospitality, and my
commitment to the Company and those goals has only grown
stronger.
At the end of the day, this election boils down to a choice
between two candidates: me and John
J. Hagenbuch. I find it disappointing that the Company
has spent so much time trying to tear me down as I've tried to
present my credentials to you, but has spent so little time
discussing the qualifications and contributions of the candidate I
am challenging. The question stockholders should be asking
is a simple one: which of the two candidates is best
positioned to protect and grow stockholder value over the
long-term?
Here, very simply, are the attributes I believe I bring to
stockholders, none of which, in my opinion, Mr. Hagenbuch can come
close to matching:
My role as co-founder of Wynn Resorts is an asset to the
Board. There is not a single director other than the Chairman
and CEO who is as knowledgeable about our industry, the dynamics
that drive it, or the operations of our Company as I am. When you
walk into one of our resorts, whether it is the Wynn or Encore in
Las Vegas or Wynn Macau, you are
entering the embodiment of a significant portion of my life's work.
The thousands of small details that I supervised, researched
against our peers, and implemented within the resorts demonstrate
my passion for excellence in gaming and hospitality and for
building and enhancing the best brand in the business. These
details contribute to the rich success of the Company in which we
all have a vested interest, and keep our loyal customers returning
to our resorts. My four decades of gaming experience and intimate
knowledge of Wynn Resorts add much needed knowledge to our
Board. I know what questions to ask and which issues to raise
when other members might be inclined to accept the views of
management at face value.
In my opinion, Mr. Hagenbuch cannot match my experience in this
area. Indeed, I am not aware of any substantial gaming
experience Mr. Hagenbuch has had other than his three years of
service on our Board. I do respect the financial knowledge he
has developed through his past work, and do not doubt that such
knowledge can play a helpful role in our discussions at
times. But there are others on the Board with similar
expertise, and many other potential candidates who could provide
that expertise if needed. On the other hand, I believe that my long
experience in the industry and my contribution to the Company's
success over the years provide a unique and highly valuable asset
to the Board as it charts the Company's future course—one that
would be lost, to the Company's serious detriment in my view, were
I not reelected.
Institutional Investor Services (ISS), the leading proxy
advisory firm, also noted my contributions to the Company's
business success in its report earlier this week, noting that "all
directors should contribute." Yet there is no evidence I can see
that Mr. Hagenbuch has done the same.
I am a long-term stockholder, and that will not
change. My position as Wynn Resorts' third-largest
stockholder, with a 9.4% ownership stake, distinguishes me from my
opponent. Unlike Mr. Hagenbuch, who along with J. Edward Virtue hold the two smallest amounts
of shares among the Board members (.000117% and .000114%,
respectively), I have a deep financial interest in Wynn Resorts'
success. The Board has touted the possibility that, if my lawsuit
is successful, I might sell shares in a way that increases the
likelihood of triggering a change of control covenant in the
Company's debt documents. In fact, the Board's hypothetical
is not in line with reality. It is my full intention to
remain a significant stockholder of Wynn Resorts, no matter what
happens in my lawsuit, and remain actively involved in growing and
protecting the collective investment of my fellow Wynn Resorts
stockholders.
Indeed, although the Board claims this concern has been plaguing
it for some time, ISS notes in its recent report the "short fuse"
with which the Board appears to have approached the decision to
remove me. ISS rightfully questions why, if concerns had been
building since 2012, did the Corporate Governance Committee not
prepare for my removal by conducting, sometime during the past
three years, the director search it now commits to complete in the
next nine months.
I am a strong independent voice who stands up for
stockholders. Since the beginning of my campaign, I have argued
that my ability to question and engage in healthy debate with
Steve Wynn is one of the reasons I
think I have been such an effective Board member to date. I believe
this unique dynamic has made my role on the Board critical.
In my opinion, Mr. Hagenbuch does not bring the same
independence to our Board discussions. He is and has been a
Sun Valley social friend of
Steve Wynn's. As I understand
it, Mr. Hagenbuch's candidacy did not arise from a search by the
Nominating and Corporate Governance Committee but rather was
initiated by Steve himself. In my opinion, his close ties to
Steve do not make him well-suited to act with the kind of
independence that I have been able to demonstrate. In fact,
ISS noted that Mr. Hagenbuch bore "direct responsibility" for
continued compensation concerns at the Company that he helped
create through his role as a member of the Compensation
Committee.
In short, the Company's focus on the narrow issue of who does or
does not meet the NASDAQ standards for "independence" has obscured
the more fundamental question of which of the two candidates is
more likely to act as an independent check on management in the
future. If Mr. Hagenbuch is the kind of "independent
director" the Board holds as its standard for nomination, then, in
my view, we as stockholders all deserve better.
There are many issues the Company needs to prepare for, and many
problems inside the Boardroom that need solving. I believe ISS was
right to say that the Nominating Committee failed stockholders by
not considering diversity in the Boardroom "before it
removed its last remaining woman director." The organization is
right too in saying that all directors need to better address the
"failures of governance" by our Corporate Governance Committee,
which I absolutely intend to do. I believe that my qualifications,
industry experience, diverse perspective, leadership abilities and
past role on the Board are UNMATCHED by either of the re-nominated
candidates. I hope that you will give me the opportunity to
continue contributing meaningful and lasting value to the Company
and VOTE THE GOLD CARD.
PLEASE FILL OUT AND VOTE THE GOLD PROXY CARD TODAY TO SUPPORT
THE CONTINUED INCLUSION OF STRONG, INDEPENDENT VOICES AND DIVERSITY
OF THOUGHT IN YOUR BOARDROOM.
Sincerely,
Elaine Wynn
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SOURCE Elaine Wynn