Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 09 2018 - 7:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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by the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Wynn
Resorts, Limited
(Name
of Registrant as Specified In Its Charter)
Elaine
P. Wynn
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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All Three Independent Proxy Advisory Firms Support Elaine Wynn’s
Campaign for Change at Wynn Resorts and
Recommend Shareholders "WITHHOLD" Votes from Legacy Director John J. Hagenbuch
Egan-Jones Joins ISS and Glass Lewis
in Recommending Shareholders "WITHHOLD" Votes from Legacy Director John J. Hagenbuch and Vote "AGAINST" Approval
of Wynn Resorts' Say-on-Pay Proposal
LAS VEGAS – May 9, 2018 – 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*:
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●
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“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.
”
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●
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“
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:
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●
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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.”
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●
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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.”
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In
commenting on the poor governance practices of the current Wynn Board of Directors, Egan-Jones suggested:
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●
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“As
t
he 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:
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o
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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.
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o
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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.”
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In summ
arizing
its position to shareholders that shareholders should
WITHHOLD
votes from Mr. Hagenbuch, Egan-Jones wrote:
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●
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“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
.”
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●
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“
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
.”
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Commenting
on Mr. Hagenbuch’s membership on the Compensation Committee, Egan-Jones highlighted:
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●
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“Ap
art
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
.”
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*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
3
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