WYNN Wynn Resorts Ltd

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The table below summarizes the total compensation awarded to, earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2020. Mr. Maddox receives no compensation for his service as a director and, therefore, is not included in this table.

(1) The amounts set forth in this column reflects each non-employee director’s total annual fees, inclusive of their respective total annual retainer fees. On March 23, 2020, in response to the COVID-19 pandemic, Ms. Atkins, Messrs. Byrne and Satre, Admiral Johnson, Ms. Myers, Ambassador Randt, and Ms. Webb each elected to receive 100% of the remainder of their respective annual retainer fees in the form of a restricted stock award, and Ms. Mulroy and Ambassador Randt each elected to receive 33% of the remainder of their respective annual retainer fees in the form of a restricted stock award. The full annual fees for each such non-employee director are reflected above in the Fees Earned or Paid in Cash column and the incremental value of such restricted stock awards, as computed in accordance with FASB ASC Topic 718, is included in the Stock Awards column. Such incremental amounts included in the Stock Awards column were: for Ms. Atkins, Mr. Byrne, Admiral Johnson, Ms. Myers, and Ms. Webb, $8,540 each; for Mr. Satre, $22,774; and for Ms. Mulroy and Ambassador Randt, $2,824 each. The number of shares each Non-employee Director was granted was determined based on each of their respective annual fees for the remainder of the year and the 3-day volume weighted average of the Company’s stock price ending March 20, 2020.    

(2) The amounts set forth in this column reflect 1) the incremental value of restricted stock awards granted in exchange for a voluntary reduction of a portion of the non-employee director’s annual retainer fees for the remainder of 2020 in response to the COVID-19 pandemic, as described in the preceding footnote (1): for Ms. Atkins, Mr. Byrne, Admiral Johnson, Ms. Myers, and Ms. Webb, $8,540 each; for Mr. Satre, $22,774; and for Ms. Mulroy and Ambassador Randt, $2,824 each; 2) the aggregate grant date fair value of 3,324 restricted stock awards granted to each director on June 24, 2020, except for Mr. Strom; and 3) the aggregate grant date fair value of 3,000 shares of fully vested stock granted on November 4, 2020 to Mr. Strom, who was appointed to the Board of Directors effective October 14, 2020. The aggregate number of unvested stock awards held by each director at December 31, 2020, is as follows: Ms. Atkins, Ms. Myers and Ms. Webb, 5,305 each; Admiral Johnson, Ms. Mulroy, and Ambassador Randt, 5,843 each; Messrs. Byrne and Satre, 4,650 each; and Mr. Strom, none.    

(3) The aggregate number of outstanding option awards held by each director at December 31, 2020, is as follows: Admiral Johnson 10,000 vested; Ambassador Randt 7,000 vested; and Ms. Mulroy 6,700 vested.

(4) For each director “All Other Compensation” consists entirely of cash dividends accrued on unvested stock, which is paid if and when the stock vests.    

2021 PROXY STATEMENT The future of Service-Driven UMC VACCINATION CENTER AND LIGHTHOUSE COVID TESTING LAB AT WYNN LAS VEGAS. We lead the hospitality industry in helping both guests and our communities prevent the spread of COVID-19. Our public/private partnership with Clark County’s University Medical Center led to the development of a COVID-19 Vaccination Center onsite at Encore Las Vegas. That Vaccination Center can facilitate up to 1,000 vaccinations per day and operates five days a week. In March, we opened the Lighthouse COVID-19 Testing Lab at Wynn Las Vegas (pictured opposite page). The custom-built, 3,000 square-foot lab provides meetings and convention groups onsite access to low-cost, same-day PCR tests. It also allows guests to conveniently obtain a COVID-19 test before arriving at their home airport or returning to work. Our significant employee testing program is processed through the lab, which also processes tests for the Clark County Nevada School District athletic programs, thereby assisting our Las Vegas community’s return to normal student activity.

LIGHTHOUSE COVID - 19 TESTING LAB AT WYNN LAS VEGAS

Our people and our stewardship 20 Foundation for the Future 2021 PROXY STATEMENT

Introduction

In this section we will tell you about:

Being socially responsible is not simply a catch-phrase at Wynn Resorts.

It is an essential mindset that is built into all our operations and business plans.

Under the direction of the Board, our executive team has set forth a strong set of values that supports our employees and their families, our communities and our planet. Our Board and executive team understand that being socially responsible is not only the right thing to do, it is a business imperative. Long-term value is only possible if all the Company’s stakeholders thrive, including our shareholders, employees, suppliers, the communities in which we operate and the environment. The Board has committed to a set of Environmental, Social and Governance (“ESG”) goals to drive long-term corporate value, and to measuring and reporting our progress toward our goals in each of these areas through certain Sustainability Accounting Standards Board (“SASB”) metrics.

The foundation of our ESG approach is our best-in-the-business corporate governance, discussed throughout this Proxy Statement.

At a corporate level, our overarching commitment to social responsibility includes:

In North America, we have taken a leading role in the hospitality industry’s transition to clean and sustainable sources of energy. Our investments in alternative energy, including on-site solar facilities and notably, a 160-acre solar facility in Northern Nevada, have earned us an invitation to join the U.S. Environmental Protection Agency’s Green Power Partnership and a top ranking among Fortune 500 companies that voluntarily use green power to reduce air pollution and other environmental impacts associated with electricity use.

We benefit from a diverse and inclusive workforce in which divergent perspectives create a thoughtful approach to solving business challenges. We encourage our employees to avail themselves of numerous leadership and development opportunities and use our resources to also assist in the education and development of the next generation of employees and leaders. In this extraordinary year, we have focused on the well-being of our employees and renewed our focus on diversity and inclusion.

We are also fully committed to supporting our communities in the Las Vegas and Boston areas, through our corporate giving program and through the Wynn Employee Foundation (“WEF”), which fosters charitable giving and volunteerism among Wynn employees and community partners.

		2021 PROXY STATEMENT

In Macau and across the Greater Bay Area (the region encompassing Macau, Hong Kong and southern Guangdong Province), we strive to drive reinvestment in our community, encourage volunteerism, and promote responsible gaming through our Wynn Care program. Since launching this program in Macau, we have centralized our community-focused initiatives under one umbrella and meaningfully increased our involvement in various volunteer activities and community events in Macau, the Greater Bay Area, and beyond. We are also fully committed to the sustainable development of Macau and endeavor to provide our guests with a premium experience while remaining environmentally conscious by monitoring and reducing inefficient consumption and embracing technologies that help us to responsibly use our resources. In addition, we provide our employees in Macau with numerous professional development and training opportunities to elevate core and leadership skills.

Our people

HUMAN CAPITAL MANAGEMENT

Our core philosophy that “Only People Can Make People Happy” has resulted in a culture focused on the engagement and happiness of our employees.

In the face of the COVID-19 pandemic, we began addressing the widespread and unexpected business challenges it created by focusing on the well-being of our greatest asset: our employees. In 2020, we:

Beyond our responses to the pandemic, we remain committed to the success of each of our approximately 27,500 employees. We are leaders in the industry in employee retention because we provide exceptional benefits, are committed to diversity and inclusion, and create opportunities for advancement through extensive educational programs.

EMPLOYEE BENEFITS

Contributing to our motivated workforce is a collection of employee programs and benefits that are the envy of our industry. We continue our work on pay and promotion equity, making changes as we find discrepancies. Some of our most popular benefits are voluntary ones such as home or even pet insurance. Each employee with a newborn is eligible for a $250 perfect start award and our Paid Parental Leave program is among the most generous programs in Las Vegas, as is our employee and family scholarship programs, both in North America and in Macau.

Our bonus and equity incentive programs for mid-level executives and above are designed to encourage long-term employment and alignment with shareholder interests. Our bonus and long-term incentive programs are overseen by the Compensation Committee.

DIVERSITY AND INCLUSION

Diversity and inclusion are the cornerstone of our human capital management efforts, and fully supported by the Board and senior management. Our CEO is a signatory to the CEO Action for Diversity and Inclusion Pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. We are committed to standing up publicly for our beliefs and practices, with Matt Maddox issuing strong statements against racism and publicly confirming his commitment to diversity:    

“Racism has no place in our society. The Wynn family is made up of every race, color and creed- representing the very best of Las Vegas and Boston. Now is the time for us to stand united, come together and work for change.”

“On this 155^th anniversary of Juneteenth, we ask that each of us pause for a moment and decide what we will commit to do today to increase equality and eliminate racism in our community.”

EXCEPTIONALLY DIVERSE WORKFORCE

U. S . E XE C U T IVE S 31% Minority 34% Women 69% Minority 46% Women U.S. WORKFORCE MAC AU WORKFO RC E 69% Local 55% Local WomenU. S . E XE C U T IVE S 30% Minority 34% Women 71% Minority 46% Women U.S. WORKFORCE MAC AU WORKFO RC E 72% Local 55% Local Women

While these commitments and statements are recent, the evidence of our workforce demonstrates that the commitment is not: over 70% of our line level employees are ethnically diverse and over 50% of our managers are ethnically diverse.

We have also implemented or endorsed a number of different opportunities to encourage and support diversity in the workplace, including establishing affinity groups, sponsoring employees to participate in a U.S. citizenship program, with 84 employees taking advantage of the opportunity in 2020, training our employees on diversity, inclusion and implied biases and offering English as a second language. We also sponsored “Race and Racism in Nevada, Conversations to Better Understand our Diverse Community,” a five-part series on Nevada Public Radio.    

		2021 PROXY STATEMENT

TRAINING AND DEVELOPMENT

We foster the growth and development of our employees to ensure that they remain best-equipped to deliver the singular customer service at each of our resorts. Across our resorts, we maintain an extensive program of training and development focused on skills development and career advancement. While large-scale in-person trainings were impossible due to the constraints of physical distancing requirements, we offered an online executive development series and encouraged team building and leadership skills with GIFT (Great Ideas From Teams) an operational improvement program. As our business returns to pre-COVID levels, we will relaunch our mentorship and leadership development programs.

MENTORSHIP PROGRAMS

Mentorship programs across Wynn Resorts properties are building a culture of internal mentorship, professional support, and personal development, pairing supervisors and managers with senior executives, including the resort presidents.

WE STRIVE

The WE Strive Program, through which we provide leadership development training to high-potential, line-level employees interested in pursuing a management career, is a three-month program covering leadership, team building, public speaking, emotional intelligence, conflict resolution, professional communication, and personal development.

SCHOLARSHIP AND TUITION REIMBURSEMENT

North American employees are eligible for WEF-sponsored scholarships awarded annually. Additionally, employees who are pursuing a college degree in an industry-related field are eligible for tuition reimbursement. We similarly fund scholarships for local talent in Macau.

Our communities

In the face of a global pandemic, which affected every aspect of our business, we continued to take care of our communities by:

Wynn’s legacy as an agent of change is supported and extended by the collective spirit of service in the hearts of our approximately 27,500 global employees. Together, they have inspired our corporate culture of giving, bettering our home communities for generations to come For instance, our employees in North America contributed over $500,000 to the Wynn Employee Foundation. Along with matching contributions from the Company, these donations helped fund organizations dealing with food insecurity and domestic violence as a result of the COVID-19 pandemic.

WEF FUNDRAISING AND VOLUNTEERISM 2017-2020

$0$100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,0000 10,000 20,000 30,000 40,000 50,000 60,000 70,000 WEF Fundraising and Global Volunteer Hours 2017-2020WEF Fundraising Global Volunteer Hours
EBH WLV Wynn Macau 2020 7,000 13,000 14,000 34,000 2019 6,000 ,44,000 15,000 GLOBAL TOTAL 65,000 2018 4,000 31,882 10,573 46,455 2017 500 20,000 3,000 23,500

To help address physical distancing constraints on traditional forms of volunteerism, we launched a Virtual Volunteer program to provide team members with a digital platform to give back through national and local online volunteer opportunities. Leveraging that program, as well as traditional volunteer opportunities as they presented themselves, our employees volunteered almost 35,000 hours to community organizations by:

		2021 PROXY STATEMENT

We don’t just make a difference in our communities through our charitable efforts, we make a difference by being committed to building relationships with diverse vendors as part of our investment in our community, including partnership with small, minority-, women-, LGBT-, disabled-, and veteran-owned businesses. We are also committed to building partnerships with businesses focused on or located in historically disadvantaged communities.

RESPONSIBLE GAMING

As further commitment to our communities and to our customers, we follow the American Gaming Association’s Gaming Code of Conduct. These practices include:

HUMAN TRAFFICKING PREVENTION POLICY

We recognize the destructive effect of human trafficking on the global community as well as the potential intersection between human trafficking and the hospitality industry. We condemn all forms of human trafficking and are committed to implementing effective systems and controls to prevent human trafficking from taking place at our resorts. Essential to our commitment to combating human trafficking is our continued partnership with law enforcement agencies, as well as our community outreach efforts providing strong support for at risk youths, women, and children within our communities.

Our planet

Being progressive is one of our four core company values. Our commitment to environmental sustainability gives us ample opportunity to demonstrate our leadership and vision in preserving our planet. This means providing award-winning service in our resorts worldwide, in a manner that respects communities, people, and our environment. Our sustainability program focuses on four global goals that will lead Wynn in a responsible and progressive future.

At Wynn Resorts we:

In the same way the pandemic required a global response, we believe that the negative impacts of climate-change and environmental sustainability also requires bold commitments and even bolder actions, we have made public commitments to several significant initiatives that confront the global threat of climate-change including:

We provide extensive disclosure of recent accomplishments, our progress toward and metrics for these and other such objectives, and our roadmap for the future – including details on greenhouse gas emissions, renewable energy, and water intensity data – utilizing the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) frameworks throughout our annual ESG Report available online at https://www.wynnresponsibility/2019_ESG_Report_Wynn_Resorts.pdf. Following are highlights of several long-term initiatives key to achieving these public environmental commitments.

		2021 PROXY STATEMENT

RENEWABLE ENERGY

Wynn Las Vegas’s investment in renewable energy has now installed 20 megawatts of solar capacity at Stillwater, which serves Wynn Las Vegas and offsets up to 75% of summer peak demand, and an additional 2 megawatts of rooftop solar which offsets 100% of the energy required for the south convention space expansion. Wynn Las Vegas has earned 4 Green Globes Certification for green buildings, and now offers Zero Carbon, Zero Waste event services, a compelling advantage for the event business.

The on-site micro-grid at Encore Boston Harbor provides 1 megawatt of rooftop solar generation, and 4 megawatts/8 megawatt hours of battery storage, supporting an additional 3 megawatts of combined heat and power (CHP) generation for the property as well as stability support for the New England Power Grid. This summer EBH, the largest LEED Platinum certified new construction project in New England, will achieve clean peak standard energy. We continue to invest in new energy efficiency measures and renewable energy generation to ensure year over year greenhouse gas emissions continue to decline.

75% Peak-load Demand Renewable in North America First -in -industry Microgrid installedat EBH EPA's Green Power Partnership Fortune 500 List LEED PLATINUM CERTIFIED

WYNN RESORTS 5 YEAR HISTORICAL ANNUAL ENERGY USE By Property in (MWh) 2015-2019 WYNN LAS VEGAS WYNN MACAU WYNN PALACE 191,815 128,994 181,086 117,063 167,025 117,107 115,188 163,633 177,283 112,095 158,063 155,372 98,997 127,391 2016 2017 2018 2019 2020

WASTE MANAGEMENT

Wynn Las Vegas implemented a single-stream recycling system to accelerate our efforts to reduce waste. As a proud partner of Clean the World, we reduce unnecessary waste by collecting the excess soap products from our resorts, which is then recycled and transformed into hygiene kits that will be distributed to underserved communities worldwide.

Wynn Macau, which continues to pioneer new approaches with tackling food waste, was the first in Macau to adopt the ‘Winnow Vision System’ across its properties. This system uses computer vision-based monitoring technology powered by AI and machine-learning to track and measure what food is being wasted, then delivers data-driven insights which enable an analytical approach to food production that enhances efficiency without compromising quality. Since its implementation in a number of Wynn restaurants, the initiative has already cut food waste by up to 35%, and reduced costs, while also ensuring a more responsible use of precious resources.

REDUCING SINGLE-USE PLASTICS

Wynn Las Vegas and Encore Boston Harbor have replaced the most common single-use plastic guest items such as straws, to-go packaging, and plastic bags with environmentally responsible alternative materials, in a global effort to reduce waste. As part of our Zero Carbon, Zero Waste event service, we have partnered with Proud Source water to eliminate all single-use water bottles from our Wynn Las Vegas meetings and convention space.

Wynn Macau became the first integrated resort in the world to install and use at significant scale an on-site Nordaq water bottling plant. This system enables high-quality filtered water to be produced locally and served in reusable glass bottles. As a result, Wynn Macau phased out the use of plastic water bottles in our food and beverage operations in 2020. We currently plan to have plastic bottles phased out of our hotel operations by year-end 2021.

		2021 PROXY STATEMENT

Our executive officers are appointed by the Board and serve at the discretion of the Board, subject to applicable employment agreements.

NON-DIRECTOR EXECUTIVE OFFICERS

Craig S. Billings President and Chief Financial Officer

Mr. Billings is the Company’s President and Chief Financial Officer, a position he has held since May 2019. On August 17, 2018, Mr. Billings was appointed a Non-Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company. Mr. Billings joined the Company in March 2017 as the Company’s Chief Financial Officer and Treasurer.

 

Joined Wynn March 2017 Age 48		PREVIOUS EXPERIENCE -  2015 to 2017: Gaming industry independent advisor and investor   -  2012 to 2015: Chief Digital Officer, Strategy & Business Development Managing Director, various roles, Aristocrat Leisure Ltd.   -  Previously Vice President in the Investment Banking Division of Goldman Sachs in both New York and London, covering the gaming industry   -  Previously Manager in the Audit Division of Deloitte & Touche in Las Vegas, NV   -  2015 to 2018: Director and Non-Executive Chairman, NYX Gaming Group (now part of Scientific Games)   EDUCATION Mr. Billings graduated with a B.S. (cum laude) in Accounting from the University of Nevada, Las Vegas, and received an M.B.A. from Columbia Business School. Mr. Billings is a Certified Public Accountant.

Ellen F. Whittemore Executive Vice President, General Counsel and Secretary

Ms. Whittemore is the Company’s Executive Vice President, General Counsel and Secretary, a position she has held since July 2018.

 

Joined Wynn July 2018 Age 64		PREVIOUS EXPERIENCE -  2016 to 2018: Shareholder of Brownstein Hyatt Farber Schreck LLP   -  2014 to 2016: Sole manager of the Whittemore Gaming Group, LLC   -  Previously owner and President of Las Vegas Sports Consultants, a sports information service for Nevada sports pools   -  Previously Of Counsel in the Las Vegas office of the law firm Lionel Sawyer & Collins for more than 20 years   EDUCATION Ms. Whittemore graduated with a B.A. from the University of Nevada, Reno and received her J.D. from the University of San Diego School of Law. She is admitted to practice before the United States Supreme Court.

The future of Artistry
THE NEW LAKE OF DREAMS.
We’ve reimagined the future of entertainment with two new experiences that can be enjoyed with socially distanced viewing. Our re-envisioned signature spectacle, Lake of Dreams, was developed by its original world-renowned creators and features twelve high-tech artistically diverse acts that combine magic, lights, film, music, sculpture, and puppetry. This theatrical journey, unfolding on a three-acre lake at the base of a 40-foot waterfall, lets guests enjoy the wonder while remaining safely distanced. Foundation for the Future 34

THE LAKE OF DREAMS, WYNN LAS VEGAS 35

Compensation discussion and analysis Foundation for the Future 36

We believe Wynn Resorts is the world’s preeminent designer, developer, and operator of integrated resorts. The Company’s business model integrates luxury hotel rooms, high-end retail, an array of dining and entertainment options, meeting space, and gaming, all supported by superior levels of customer service provided by our more than 27,500 employees. Our operations in Las Vegas, Macau and Boston are designed to attract a wide range of domestic and international customers.

The Compensation Committee relies on best-in-class practices to incentivize and reward executives and all employees for actions that create long-term shareholder value. As a result, our executive compensation practices promote accountability for performance and align incentives with long-term shareholder value. In addition, the Compensation Committee has designed our executive compensation program to attract and retain the best-in-class talent across our business. In this compensation discussion and analysis, or CD&A, we describe our philosophy and approach to executive compensation.

		2021 PROXY STATEMENT

Overview of our executive compensation program

WHY YOU SHOULD VOTE FOR THE 2021 SAY-ON-PAY

Rigorous Design, Accountability and Alignment

Responsiveness to COVID-19 Developments

As disclosed in the sections below, the executive compensation program is predicated on sound principles that clearly link compensation with performance. A significant percentage of CEO compensation is at-risk, with nearly two-thirds of pay being long term. This coupled with robust stock ownership guidelines ensure that the interests of executives and long-term shareholders are aligned.

We continue to make efforts to design and implement a world-class compensation structure that rewards executives for actions that create sustainable returns and shareholder value. Our annual incentives are focused on operational excellence and initiatives that align with our long-term strategy; paying 50% of annual incentives earned in equity sharpen the alignment of interests of executives with long-term shareholders. Our long-term incentives—at least 50% of which are granted as performance-based equity—reward executives in tandem with the creation of long-term value. The annual grants coupled with robust stock ownership guidelines ensure that executives are invested in ensuring the long-term viability of shareholder value.

We frequently engage with our shareholders to ensure that their feedback is reflected in our corporate governance approach, particularly with respect to executive compensation. Based in part on this feedback, the Compensation Committee has made considerable changes in our executive compensation program in recent years and, we believe, these changes contributed to 92.3% of voting shareholders approving our Say-on-Pay proposal at the 2020 Annual Meeting.

COMPENSATION CHANGES RESULTING FROM COVID-19

The COVID-19 pandemic significantly disrupted our operations at each of our properties. Our operations in Las Vegas and in Boston were closed entirely for several months to help slow the spread of COVID-19 in the U.S. and to ensure the safety of our employees, guests, and communities. Our Macau Operations were closed for two weeks and, upon reopening, experienced considerable reductions in visitation due to COVID-19-related regional travel restrictions. As a reflection of our core value to “care about everyone and everything,” we continued to pay our U.S. employees full wages, including estimated tips and full benefits, during the entire period that the applicable property was closed.

In January 2020, before the onset of COVID-19, the Compensation Committee approved annual long-term incentive grants to management consistent with those in prior years. In late Q1 2020, in the early stages of the COVID-19 pandemic, the Board, Compensation Committee and Management shifted its focus to the Company’s overall response to the pandemic and the well-being of all of our employees. During this period, the Company reduced NEO cash salaries by amounts ranging from 35% to 100% through December 31, 2020, as a measure of

cash preservation and, in return, such NEO’s received stock compensation at a comparable amount. A reduction of NEO salaries of 20% was extended from January 1, 2021 to March 31, 2021 without a corresponding stock grant.

As our U.S. properties reopened in Q2 2020 and business operations became modestly predictable, the Compensation Committee addressed 2020 short-term incentives by setting rigorous goals for the second half of the year into considerable market uncertainty and set the target payout for such awards at 40% of historic targets. During Q3, as it became evident that the effects of COVID-19 would be protracted, the Compensation Committee approved a retention stock grant for over 250 U.S. employees to ensure continuity of management through late 2021. A similar grant was provided to over 150 employees in Macau during Q4 2020. The table below summarizes the changes and decisions made in direct response to the pandemic:

CEO EMPLOYMENT CONTRACT EXTENSION AND RELATED PERFORMANCE SHARE GRANT

As disclosed in the 2020 Proxy Statement, CEO Matt Maddox and the Company agreed to extend his employment contract through Dec. 16, 2022. In connection with this extension, the amended contract provided for a restricted stock grant that contemplated the vesting of a total of 45,000 shares at threshold performance, 100,000 shares at target performance, and 180,000 shares at maximum performance, based entirely on the attainment of numerous strategic performance conditions, including, among others, the extension of the Company’s Macau gaming concession, attaining certain performance metrics at Encore Boston Harbor, attaining Great Places to Work certification at Wynn Las Vegas, and advancement of certain of the Company’s business development efforts and conditioned generally on his continued employment.

In August 2020, in order to provide equity incentives broadly throughout the Company as part of the aforementioned retention grant to over 400 employees in the U.S. and Macau, Mr. Maddox requested, and the Compensation Committee agreed to cancel the 140,000 of the maximum of 180,000 of such performance shares underlying Mr. Maddox’s restricted stock grant described above, valued at $6.4 million. As a result, only 40,000 shares of the original 180,000 performance shares subject to such restricted stock grant in February 2020 remain outstanding as of December 31, 2020 and subject to the original performance conditions described above. As such, the effective value of such performance-based restricted stock grant following such forfeiture was valued at $4.4 million, compared with the original grant value of $10.8 million.

		2021 PROXY STATEMENT

The following chart depicts the impact of the forfeiture mentioned above on the CEO’s compensation in 2020.

(1) % of 2020 Total Compensation (Proforma) for CEO Maddox as displayed in immediately prior chart, excluding Other Compensation. Percentages do not add up to 100% because of rounding.

How we approach executive compensation

Our executive compensation philosophy is to align the interests of executives with those of shareholders by designing incentives that are directly tied to actions which create sustainable long-term shareholder value.

We, the Compensation Committee, believe that our ability to oversee the delivery of operational excellence and sustainable long-term returns to shareholders is inexorably linked to attracting and retaining a high-performing management team.

Hence, the executive compensation program must be designed to attract, reward, and retain executive officers who create continual near- and long-term shareholder value by achieving the Company’s strategic goals. We also believe that stability at the executive level is key to the strength of the Company, particularly given the relatively small pool of executives with gaming experience for whom we compete.

To achieve this, we rely on the following principles:

Pay-for-Sustainable Performance: The majority of our executives’ total compensation is tied to achieving annual and long-term goals that enhance the value of our reputation and brand, sustain the performance and attractiveness of our resorts and drive long-term shareholder value. The Compensation Committee retains discretion to reduce amounts earned and payable when doing so will further these goals. Further, 50% of annual incentive is paid in equity (rather than all cash), and equity is subject to our robust holding requirements.

Shareholder Alignment: Our long-term equity incentives align executives’ interests with those of shareholders and stakeholders. Our executive compensation focuses on key metrics that are critical drivers for realizing our strategic objectives and achieving long-term results. By focusing on regular equity grants that vest over three years and on performance-based awards, we believe that the alignment of interest is strengthened, especially when coupled with robust stock holding requirements for executives (6x base salary for our CEO).

Focus on Compensation Totals and Parity: We evaluate the total amounts of executives’ compensation for parity purposes and assess them relative to the pay practices of major gaming companies and other competitors for talent. The Committee reaffirmed its commitment to right-sized executive compensation by benchmarking total compensation at the median of our peer group and making adjustments for specific skills and experience.

Simplicity and Clarity: We value pay structures that are simple and clear. We believe pay simplicity promotes transparency, avoids incentivizing focus on pay goals at the expense of ongoing excellence and performance, and promotes teamwork.

Attract and Retain Top Talent: Our business spans continents, can be subject to meaningful volatility, requires tight coordination with regulators, depends on knowledge of numerous types of complex operations, requires diligent investment over many years and across business cycles, and is highly dependent on a reputation for excellence, so finding and retaining top talent is a critical element of our compensation.

Our key accomplishments in 2020 include:

How we designed incentives in 2020

2020 HIGHLIGHTS:

In 2020, the Compensation Committee:

		2021 PROXY STATEMENT

Role of the Compensation Committee and Management in Setting Compensation: The Compensation Committee sets all elements of compensation for our NEOs based upon consideration of an NEO’s contributions to the operating and strategic performance of the Company. The Compensation Committee considers the recommendations of the CEO in establishing compensation for all other NEOs. In addition, the CEO performs annual reviews of our senior executive officers and makes recommendations to the Compensation Committee. The Compensation Committee reviews the recommendations and makes final decisions regarding compensation for our senior executive officers.

COMPENSATION MIX

We take a multi-year investment approach to our business that focuses on rewarding strong near-term performance and the creation of long-term shareholder value. Because product quality and service excellence are at the core of our strategy, we use annually focused, operations-based pay to highlight the critical importance of performing well each year for each customer. We supplement that with a set of long-term incentives and holding requirements to support the sustainability of our reputation and our ongoing returns. The charts below highlight the focus on equity and at-risk mix of the total direct compensation for our current NEOs based on 2020 compensation outcomes⁽¹⁾:

Cash-Equity Mix for NEOs Cash, 11% Equity, 89% At-Risk Compensation for NEOs Guaranteed, 7% At Risk, 93%

⁽¹⁾ Based on 2020 Total Direct Compensation for NEOs excluding the CEO’s employment contract extension grant and retention grants for all NEOs

2020 Compensation design & decisions

Base Salary: Negotiated employment agreements establish our NEOs’ initial base salaries. We review and adjust their base salaries periodically to stay competitive, to reflect improvements in performance, capabilities, and experience, and reward expansions of responsibility or other extraordinary circumstances. While contractual base salaries for the NEOs as of December 31, 2020 and 2019 were unchanged, cash base salaries for NEOs were reduced by 100%, 50%, and 35% for Mr. Maddox, Mr. Billings, and Ms. Whittemore, respectively, as part of our COVID-19 mitigation efforts as described below.

In March 2020, each of the NEOs elected to receive a portion of their remaining base salary compensation for the 2020 calendar year in the form of a restricted stock award (in lieu of cash) that vested on December 31, 2020 if the NEO remained continuously employed with the Company through such vesting date. The number of shares underlying each NEO’s restricted stock award was determined based on the three-day trailing closing price of the Company’s stock on March 20, 2020, equivalent to the amount of base salary compensation such NEO would have otherwise received. The table below presents the base salary our NEOs were contractually entitled to for 2020. The incremental value of the restricted stock award received in lieu of cash for base salary compensation is included in the “Stock Awards” column to the Summary Compensation Table below, and the applicable incremental amounts are described in the footnote to the “Base Salary” column thereto.

⁽¹⁾ Reflects base salary per each respective NEO’s employment contract.

⁽²⁾ Reflects the actual cash received by each respective NEO for calendar year 2020 as adjusted for an exchange of base salary for a stock compensation grant that vested on December 31, 2020 as previously discussed.

Annual Incentives: In response to the pandemic, the Compensation Committee limited the annual incentive opportunity to 40% of contractual target awards. For the 2020 annual incentive awards granted under our Omnibus Plan, the Compensation Committee applied two performance goals, each related to the second half of the year given that the Company was able to begin opening certain properties at that time and due to the uncertainty surrounding COVID-19 during the first half of the year.

These awards were subject to (i) the limitations set forth in the Omnibus Plan, including the cash and stock grant limits and requirement of continued employment through the end of the calendar year performance period, and (ii) the Compensation Committee’s right, in its discretion, to reduce actual bonus amounts paid, taking into account other performance considerations, including corporate, property level and individual performance, as well as general macroeconomic conditions.

		2021 PROXY STATEMENT

2020 Annual incentive payout:

For the second half of 2020, Actual Adjusted Property EBITDA for our Las Vegas Operations and Encore Boston Harbor was $83.9 million – above the maximum performance level. For the second half 2020, the Company’s market share in Macau was above the Threshold level, but below the maximum performance level. Based on the 2020 results, in January 2021, the Compensation Committee determined the actual award payouts as set forth below, with the award being split equally in cash and stock and the target level set at 40% of contractual target levels:

⁽¹⁾ Amounts in the Threshold column reflect potential awards for achievement of second half 2020 North America Adjusted Property EBITDA between $(7.0) million to $0 and achievement of second half 2020 Macau market share between 10% and 11.99%. No awards would have been payable under if the second half North America Adjusted Property EBITDA was below $(7.0) million and second half Macau market share was below 10%. Adjusted Property EBITDA is net income before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, loss on extinguishment of debt, change in derivatives value, change in Redemption Note fair value, and other non-operating income and expenses. See our Annual Report on Form 10-K for the year ended December 31, 2020 (Item 8, Note 20—“Segment Information” to our Consolidated Financial Statements) for the definition of “Adjusted Property EBITDA,” a reconciliation of Adjusted Property EBITDA to net income attributable to Wynn Resorts, and other information regarding this non-GAAP financial measure.

⁽²⁾ Amounts in the Target column reflect potential awards for achievement of second half 2020 North America Adjusted Property EBITDA between $0 through $60 million and achievement of second half 2020 Macau market share between 12% and 15.99%.

⁽³⁾ Amounts in the Maximum column reflect potential awards for achievement of second half 2020 North America Adjusted Property EBITDA above $60 million and achievement of second half 2020 Macau market share above 16%.

⁽⁴⁾ The amounts set forth in this column reflect the aggregate grant date fair value of stock awards granted. These stock awards are fully vested.

Long-Term Incentives:  In the past, the Company made periodic—not annual—equity grants to executives, including our NEOs. Those periodic grants were typically made with long-term vesting dates of up to ten years and such awards were not subject to performance conditions.

Beginning in 2018, the Compensation Committee moved from periodic grants to annual grants with three-year cliff vesting and implemented a policy of subjecting a portion (currently no less than 50%) of grants made to NEOs to performance conditions in order to ensure a superior focus on operational excellence as well as better align executives’ interests with those of long-term shareholders. The Compensation Committee maintained this approach in 2020.

In January 2020, before the onset of COVID 19, management proposed, and the Compensation Committee approved, the use of “fair share” metrics for performance conditions. The four fair share metrics selected by the Company are generally calculated as follows:

The decision to select these metrics was based on careful consideration of the following factors:

2020 Equity Grants: On January 14, 2020, Mr. Maddox received a grant of 39,994 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, Mr. Maddox’s award vests as follows: 50% of the shares is based on achievement of pre-established financial performance goals during the three-year period ended December 31, 2022, and if met, will vest on March 1, 2023, and vesting of the remaining 50% is conditioned on continued service through January 14, 2023.

On December 17, 2019, the Company announced that Mr. Maddox and the Company had agreed to extend his employment contract through December 16, 2022. In connection with this extension, Mr. Maddox amended and restated employment contract provided for the grant of a target of 100,000 shares (45,000 threshold, 180,000 maximum), based entirely on the attainment of numerous performance conditions, including the extension of the Company’s Macau gaming concession, attaining certain Discretionary Free Cash Flow targets, attaining certain performance metrics at Encore Boston Harbor, attaining Great Places to Work certification at Wynn Las Vegas, and advancement of the Company’s business development efforts in Japan. Certain accelerated vesting provisions may apply if the reporting person’s employment with the Company is terminated prior to December 16, 2022. The terms of the grant were approved by the Compensation Committee and the award was made effective on February 26, 2020. In light of the pandemic, and in an effort to provide equity incentives to management broadly throughout the Company, on August 18, 2020, Mr. Maddox requested, and the Compensation Committee agreed, to cancel 140,000 shares of the February 2020 performance share grant.

On March 23, 2020, Mr. Maddox elected to receive of his remaining base salary compensation for 2020 in the form of a restricted stock award in lieu of cash, whereby he was granted 32,071 shares of restricted stock that was conditioned on his continued employment and vested on December 31, 2020.

On August 18, 2020, along with over 250 other key U.S. employees across the Company, in recognition of the Company’s efforts to respond to the pandemic, Mr. Maddox received a grant of 24,501 shares of restricted stock that vests on August 18, 2021, subject to his continued employment through such vesting date.

On December 11, 2020, Mr. Maddox was granted 3,868 options to acquire Wynn Interactive stock that vest ratably each year for four years ending on December 11, 2024.

On January 11, 2021, Mr. Maddox received a grant of 55,542 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 50% of the award vests on March 1, 2024 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2023, and the remaining 50% of the award time vests ratably over three-years on each anniversary of the grant date, subject to Mr. Maddox’s continued employment through such vesting date.

On January 14, 2020, Mr. Billings received a grant of 7,332 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award vests 100% on March 1, 2023 based on achievement of pre-established financial performance goals during the three-year period ended December 31, 2022, subject to Mr. Billings’ continued employment. On February 26, 2020, Mr. Billings received a grant of 7,332 shares of restricted stock that vests solely upon the achievement of an extension of the Company’s Macau gaming concession and continued employment.

On March 23, 2020, Mr. Billings elected to receive 50% of his remaining base salary compensation for 2020 in the form of a restricted stock award in lieu of cash, whereby he was granted 9,621 shares of restricted stock that was conditioned on Mr. Billings’ continued employment and vested on December 31, 2020.

On August 18, 2020, along with over 250 other key U.S. employees across the Company during 2020, in recognition of the Company’s efforts to respond to the pandemic, Mr. Billings received a grant of 13,476 shares

of restricted stock that vests on August 18, 2021, subject to his continued employment through such date.

		2021 PROXY STATEMENT

On December 11, 2020, Mr. Billings was granted 9,256 options to acquire Wynn Interactive stock that vests 25% each year for the four-year period ending on December 11, 2024.

On January 11, 2021, Mr. Billings received a grant of 20,366 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 50% of the award vests on March 31, 2024 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2023, and the remaining 50% of the award vests ratably over three-years on each anniversary of the grant date, subject to Mr. Billings’ continued employment through such date.

On January 14, 2020, Ms. Whittemore received a grant of 7,166 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 50% of the award vests on March 1, 2023 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2022, and the remaining 50% of the award vests on January 14, 2023, subject to Ms. Whittemore’s continued employment through such vesting date.

On March 23, 2020, Ms. Whittemore elected to receive 35% of her remaining base salary compensation for 2020 in the form of a restricted stock award in lieu of cash, whereby she was granted 3,929 shares of restricted stock that was conditioned on her continued employment and vested on December 31, 2020.

On August 18, 2020, along with over 250 other key U.S. employees across the Company, in recognition of the Company’s efforts to respond to the COVID-19 Pandemic, Ms. Whittemore received a grant of 6,585 shares of restricted stock that vests on August 18, 2021, subject to Ms. Whittemore’s continued employment through such vesting date.

On December 11, 2020, Ms. Whittemore was granted 1,382 options to acquire Wynn Interactive stock that vests ratably each year for the four-year period ending on December 11, 2024.

On January 11, 2021, Ms. Whittemore received a grant of 9,952 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, Ms. Whittemore’s award is subject to both time-and performance-based vesting conditions, whereby 50% of the award vests on March 1, 2024 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2023, and the remaining 50% of the award vests ratably over three-years on each anniversary of the grant date, subject to Ms. Whittemore’s continued employment through such vesting date.

Executive Benefits: We provide our NEOs with benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. Our primary executive benefits are certain health insurance coverage, life insurance premiums, discounts and complimentary privileges with respect to the Company’s resorts, which are described in the footnotes to the “Summary Compensation Table.” For 2020, we paid nonresident state income taxes imposed on our executives who were required by us to travel on Company business and perform services in states other than their states of employment. This primarily arose as a result of travel to and work in Massachusetts in connection with our Encore Boston Harbor resort. Our reimbursement covers the incremental cost of the nonresident taxes and puts the executives in the same economic position as though they had worked in their normal places of business. The Company does not gross-up or pay any state income taxes that the employees incur on account of work in their normal work locations. In addition, certain executives, including Named Executive Officers, have access to the Company’s aircraft pursuant to time-sharing agreements described in “Certain Relationships and Related Transactions—Aircraft Arrangements.”

Peer Group Benchmarking: The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to senior executive officers in order to attract and retain top executive talent. The compensation peer group allows the Compensation Committee to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee targets the 50th percentile for the Company’s senior executive officers’ total compensation to ensure that executives are appropriately compensated as we operate in a highly competitive industry.

In 2020, as part of our regular review of our compensation programs, the Compensation Committee considered peer group data from gaming and other related industries that the Compensation Committee believes reflect the competitive market for executive talent similar to that required by the Company. Our peer group was last updated in 2019.

Wynn Resorts 2020 executive compensation peer group

The 17 companies in the peer group generally had revenue, market capitalization and total enterprise value (as of December 31, 2020) in a relevant range around those of the Company as set forth below.

Data source: Bloomberg.

CEO Pay RELATIVE To Peer Median ($ in '000s) $24,572 $18,204 $13,275 Matt Maddox 2020 Total Compensation (Summary Compensation Table) Matt Maddox 2020 Total Compensation (Proforma) Peer Median Most Recent Total Compensation (Company peer group)CEO Pay RELATIVE To Peer Median ($ in '000s) $24,572 $18,204 $12,964 Matt Maddox 2020 Total Compensation (Summary Compensation Table) Matt Maddox 2020 Total Compensation (Proforma) Peer Median Most Recent Total Compensation (Company peer group)

		2021 PROXY STATEMENT

Non-disclosure of certain metrics and targets

The Company believes in transparency and strives to disclose as much information to shareholders as possible except in situations where we believe that providing full, or even limited, disclosure would be detrimental to the interests of shareholders. We believe certain disclosure could provide our competitors with insight regarding confidential business strategies without meaningfully adding to shareholders’ understanding of the metric.

Other aspects of our executive compensation

Role of the Compensation Consultant: The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of senior executive officer and employee compensation and benefit programs. In 2020, the Compensation Committee retained Radford a nationally recognized independent compensation consulting firm, to assist in performing its duties. Radford does not provide services to the Company other than the advice on director and executive compensation that it may provide the Compensation Committee when requested. In 2020, Radford, at the direction of the Compensation Committee, completed a peer group review and competitive compensation analysis, in connection with the Compensation Committee’s review of compensation levels of our NEOs. The Compensation Committee retains sole responsibility for engaging its advisors.

Independence of the Compensation Consultant: The Compensation Committee has determined that Radford is independent and the services provided by Radford currently do not and during 2020 did not raise any conflict of interests. In reaching these conclusions, the Compensation Committee considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable listing standards.

Employment Agreements: We have a longstanding practice of entering into multi-year employment agreements with our senior executive officers and senior management. We believe that employment agreements provide greater assurance of continuity and retention of critical creative and operating talent in a highly competitive industry. Employment agreements for our NEOs are approved by the Compensation Committee in consultation with the Compensation Committee’s independent compensation advisors, as needed. The employment agreements for the NEOs currently employed by the Company specify their base salary and provide that if the executive’s employment (i) terminates without cause at the Company’s election, (ii) is terminated by the executive following the Company’s material breach of the agreement or (iii) is terminated by the executive for good reason after a change in control, the executive will receive a separation payment as described in more detail under the heading “Potential Payments Upon Termination or Change in Control.” The employment agreements and the terms of equity awards also provide that vesting of some or all of an executive’s equity awards will accelerate upon certain events. Current employment agreements do not provide for any excise tax gross ups. We believe that providing for these benefits in these situations enhances the value of the business by preserving the continuity of management during potential change in control situations and by focusing our senior executives on our long-term priorities. Additional information regarding payments under these provisions is provided under the heading “Potential Payments Upon Termination or Change in Control.”

Compensation committee report

We have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on such review and discussion, we have recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Betsy S. Atkins, Chair

Richard J. Byrne

Margaret J. Myers

Clark T. Randt, Jr.

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Executive compensation tables and other information

2020 CEO COMPENSATION

As disclosed in the 2020 Proxy Statement, CEO Matt Maddox and the Company agreed to extend his employment contract through Dec. 16, 2022. In connection with this extension, the amended contract provided for a restricted stock grant that contemplated the vesting of a total of 45,000 shares at threshold performance, 100,000 shares at target performance, and 180,000 shares at maximum performance, based entirely on the attainment of numerous strategic performance conditions, including, among others, the extension of the Company’s Macau gaming concession, attaining certain performance metrics at Encore Boston Harbor, attaining Great Places to Work certification at Wynn Las Vegas, and advancement of certain of the Company’s business development efforts and conditioned generally on his continued employment.

In August 2020, in order to provide equity incentives broadly throughout the Company as part of the aforementioned retention grant to over 400 employees in the U.S. and Macau, Mr. Maddox requested, and the Compensation Committee agreed to cancel the 140,000 of the maximum of 180,000 of such performance shares underlying Mr. Maddox’s restricted stock grant described above, valued at $6.4 million. As a result, only 40,000 shares of the original 180,000 performance shares subject to such restricted stock grant in February 2020 remain outstanding as of December 31, 2020 and subject to the original performance conditions described above. As such, the effective value of such performance-based restricted stock grant following such forfeiture was valued at $4.4 million, compared with the original grant value of $10.8 million.

The following chart depicts the impact of the forfeiture mentioned above on the CEO’s compensation in 2020.

2020 Proforma/Effective CEO Pay ($ in '000s)Stock Cash $24,572 $18,204 $22,444 $2,128 $16,076 $2,128 Matt Maddox 2020 Total Compensation (Summary Compensation Table) Matt Maddox 2020 Total Compensation (Proforma)

		2021 PROXY STATEMENT

Summary compensation table

The table below summarizes the total compensation awarded to, earned by, or paid to, each of our NEOs for the fiscal years ended December 31, 2020, 2019 and 2018.

The table below is presented in a manner consistent with Regulation S-K. As discussed throughout the Compensation Discussion and Analysis section of our proxy, in response to the effects of the COVID-19 pandemic, significant modifications were made to executive compensation in 2020 that resulted in a reduction of cash compensation for NEOs and a reduction of stock compensation for our Chief Executive Officer. Such changes are not reflected in the table below. In March of 2020, each of the NEOs elected to receive a portion of their remaining base salary compensation for the 2020 calendar year in the form of a restricted stock award (in lieu of cash) that vested on December 31, 2020. These elections reduced cash compensation for Mr. Maddox by approximately $1 .5 million, Mr. Billings by approximately $0.4 million, and Ms. Whittemore by approximately $0.2 million. The stock received in lieu of these reductions is included in Salary for 2020 in the table below. Further, In light of the pandemic, and in effort to provide equity incentives to management broadly throughout the Company, on August 18, 2020, Mr. Maddox requested, and the Compensation Committee agreed, to cancel 140,000 shares ($6.4 million at grant date value) of Mr. Maddox’s February 2020 share grant. This forfeiture is not reflected in the table below.