Elaine Wynn, co-founder, Board
member and third-largest stockholder of Wynn Resorts WYNN, today
filed her definitive proxy with the U.S. Securities and Exchange Commission
("SEC") and sent a letter to all stockholders seeking support for her
re-election to the Board of Directors at the company's 2015 annual meeting of
stockholders. In the letter, Elaine Wynn highlighted why she believes that she
is the most qualified candidate standing for election to the Board and how she
is best positioned to be a steward of the company in the future. The letter
highlighted, among other things, that:
o Elaine has played an integral role in the success of Wynn Resorts from its
inception
o Elaine is a strong and independent voice on the Board of Directors
o Elaine is the third largest stockholder of the company, and her interests
are therefore inextricably aligned with the Company's stockholders, a fact
that she has no plans to change
o Elaine believes it is critical for the Board to include the perspectives
of women
o Elaine believes the reasons used by the Board to support her exclusion are
confusing, incorrect and unsubstantiated
o Elaine believes the Board has abused its powers by taking the extreme step
of reducing the number of directors in order to exclude a strong and
knowledgeable voice from the Board
o Elaine believes that her decades of civic engagement in local and national
leadership positions outside of Wynn Resorts add a unique perspective to
the Board
A copy of the letter follows:
March 20, 2015
Dear Fellow Wynn Resorts Stockholders,
I am the co-founder of Wynn Resorts, a Board member and the company's
third-largest stockholder. I am writing to seek your support for my
re-election to the Board of Directors at the company's 2015 Annual Meeting to
be held on April 24, 2015. With more than four decades of experience in the
gaming business, I have played an integral role in building Wynn Resorts into
the successful global enterprise it is today. Unfortunately, I am now forced
to solicit your support directly as a result of a decision to remove the
considerable experience and important diversity I bring to our Board. I
believe this decision was misguided and ill-advised.
I believe that we, the owners of Wynn Resorts, deserve better. This is a
company that I co-created, that I know and deeply love, and that most
importantly, I believe in. For the following reasons, I am asking for your
support:
o I have played an integral role in the success of Wynn Resorts from its
inception.
o I am a strong and independent voice on the Board of Directors.
o I am the third largest stockholder of the company, and my interests are
therefore inextricably aligned with yours, a fact that I have no plans to
change.
o I believe it is critical that our Board includes the perspectives of
women.
o The reasons used by the Board to support my exclusion are, in my opinion,
confusing, incorrect and unsubstantiated.
o I believe the Board has abused its powers by taking the extreme step of
reducing the number of directors in order to exclude a strong and
knowledgeable voice from the Board.
o I believe that my decades of civic engagement in local and national
leadership positions outside of Wynn Resorts add a unique perspective to
our Board.
As a result of these considerations, I believe that I am the most qualified
candidate standing for election to the Board, and that I am best positioned to
be a steward of OUR company in the future. Also, you should know that Steve
Wynn, the Chairman and CEO, has taken a position regarding a stockholders
agreement between us that requires him to vote all of his shares and my
shares, which together represent 19.3 % of all shares, in favor of my election
to the Board.
YOUR VOTE IS CRITICAL TO ENSURE THAT OUR FUTURE REMAINS VIBRANT, AND THAT OUR
BOARD REMAINS OPEN TO THE DIVERSITY OF THOUGHT, EXPERIENCE AND JUDGMENT THAT
ARE THE HALLMARKS OF GOOD GOVERNANCE.
I have played an integral role in the success of Wynn Resorts since its
inception. While many of you may be familiar with my personal connection to
Wynn Resorts, it is important that you understand the role I have played and
continue to play in building the company and supporting and creating its
iconic brand. Wynn Resorts today is in many ways a reflection of my
continuous vision, implemented through creativity, entrepreneurship and
dedication.
I have served on the Board of Wynn Resorts and been directly involved in its
operations since its creation in 2002, and I have worked tirelessly to grow
the company into the successful $13 billion global enterprise it is today.
Aside from Steve, I believe there is no one else remaining at a management
level at the company or on the Board who is more knowledgeable about Wynn
Resorts' history, its operations, its customers or its award-winning staff
than I. By removing me from the Board, that knowledge will reside with only
one person at the company, and I believe that creates a significant risk for
the continued success of Wynn Resorts and our collective investment in the
company.
Steve and I built this company together. While Steve has been the leader and
corporate face of the company, I believe I have served as its human face for
the last 13 years. I think that my ability to cultivate strong relationships
and develop, evolve and communicate the right image for Wynn Resorts has made
our company synonymous with luxury gaming and hospitality. For example:
o I have played a substantial and ongoing role in developing the branding of
our resorts, including helping to develop the look, feel and culture of
our properties.
o I have provided strategic input regarding proposed future developments,
which has generally been informed by the independent research that I have
conducted through physical site visits, meetings with company development
teams, and learning about competing ventures.
o I have contributed substantially to the company's public relations
strategies and the planning and production of major opening events.
o I have helped to cultivate and solidify relationships with investors and
retail vendors.
o I often serve as company ambassador at events and other activities.
o I interface with our staff and provide them with advice and input.
As evidenced by these various activities, I believe a director, in order to
make informed and thoughtful decisions, ought to do more than simply attend
board and committee meetings.
Wynn Resorts has been my passion, and my interest in the company's future and
long-term success is why your vote in this election is so important.
I am a strong and independent voice on our Board of Directors. Because of my
deep knowledge of the company, my understanding of its operations, and my
connection to and history with the brand, I believe that I have a sound basis
to evaluate and comment knowledgeably upon proposals that come to the Board
from management. My rich experience with the Company and the brand gives me a
unique basis to question management where appropriate, to anticipate
consequences of actions, and to provide needed perspective. I firmly believe
that my input on the Board has led to meaningful discussion and evaluation of
proposals. Rather than create conflict, I believe that I have helped ensure
that the Board has the right information and asks the right questions to make
the best decisions.
Importantly, I have taken an active role in holding Wynn Resorts' management
team accountable to stockholders. While I believe that Board members should
give a proper level of deference to the wishes of management, and not meddle
in minutiae, I also believe that they should not act as "rubber stamps." In
fact, my ability to question and engage in healthy debate with Steve and to
garner his trust in seeking my judgment regarding sensitive and important
company matters is one of the reasons I think I have been such an effective
Board member to date. I believe that this unique dynamic has been critical to
our company's great success.
Entertaining varying perspectives on Board issues while providing a forum for
differing views and robust discussions is one of the hallmarks of a healthy
board. I believe that the Board will be more likely to exhibit those
characteristics with me on it, and it will be less likely to function as a
passive rubber-stamp.
I am the third largest stockholder of the company, and my interests are
therefore inextricably aligned with yours, a fact that I have no plans to
change. As Wynn Resorts' third-largest stockholder, its co-founder and a
member of its Board, I have made my service to the Board a labor of love. I
have devoted myself whole-heartedly to furthering the growth of our business
for our stockholders. I examine proposals with a close eye, asking key
questions and viewing every Board decision through the lens of generating
overall stockholder value. Put plainly, because of my far larger
shareholdings, I have a pure, vested interest in the company's success that no
other candidate for the Board can come close to matching.
I believe it is critical that our Board include the perspectives of women. It
should not go unnoticed that I serve as the only woman on the Board, and I
believe my voice adds much needed representation for the viewpoints of women,
which comprise an important and influential segment of Wynn Resorts' consumer
base.
At the time Linda Chen resigned in 2012, there were two women on the Board.
Since Linda's departure, the Nominating and Corporate Governance Committee has
not brought forward any additional women candidates for the Board's
consideration, and I have been the sole female voice on the Board. The
company's proxy statement states, absurdly in my opinion, that "the Nominating
and Corporate Governance Committee seeks to have the Board represent a
diversity of backgrounds and experience." Take a look at the company's
all-male board as presented in the company's proxy statement and ask yourself
if this is a diverse board. The Board's newly-professed intention to seek
diverse Board candidates flies in the face of history and is little more than
a self-serving creation for this proxy contest.
Instead, the Board is going the other way by achieving full and complete
homogeneity. Worryingly, as a Board completely devoid of diversity, I believe
that it will be ill-equipped to identify, attract and vet diverse candidates.
While the company may point to the fact that women hold senior positions at
the company, this is not the same as empowering women at the Board level.
Indeed, in this day and age, I view diversity as a characteristic of a healthy
Board and sound corporate governance. I find it to be shocking that our Board
would take a big step backwards by eliminating all female representation at a
time when much of the business world is moving to increase diversity. I
believe this would send an unfortunate message to our customers and
stockholders, and would represent a huge setback to our commitment to
diversity and our brand. To me, this is both bad corporate governance and bad
business.
The reasons used by the Board to support my exclusion are, in my opinion,
confusing, incorrect and unsubstantiated. I hold my qualifications as a
business leader, industry expert and company visionary up for you to judge,
but I believe that my independence, alignment with stockholders, and
commitment to the success of Wynn Resorts speak for themselves, and any claims
to the contrary are not substantiated in the company's proxy statement. Allow
me to address them one-by-one.
First, the Board claims that I have placed my own interests ahead of the
company's and created actual or potential conflicts of interest because my
lawsuit against Steve, if successful, could increase the likelihood of a
violation of indenture covenants. I believe that this is neither an authentic
nor a valid reason to kick me off the Board.
I do not think this is an authentic reason because my claim was filed many
months before I was re-nominated to the Board the last time around in 2012.
Obviously, the Board did not see my lawsuit as creating actual or potential
conflicts then that prevented my nomination to, and service on, the Board, and
the Board endorsed my candidacy as a director. The Board stated in the
company's proxy statement that I gave "assurances" to the Nominating and
Corporate Governance Committee in 2012 that contributed to the Committee's
decision to re-nominate me for election at the 2012 annual meeting. I did
indeed provide certain commitments about how I would work with the Board to
handle procedural matters such as the review of legal and communications
materials with regards to litigation. I have honored those commitments, and
nothing else has changed in my lawsuit that would give sudden rise to
disqualifying conflicts of interest not previously present. Therefore, it
appears to me that the newfound conclusion that my lawsuit does pose such
conflicts is nothing more than a pretext by the Board to remove me.
I also think this is not a valid reason to remove me. Although I am seeking in
my lawsuit against Steve to gain control of the shares I own, I remain devoted
to the company and its future success. I intend to remain a significant
stockholder indefinitely. Be assured that my interests as a stockholder are
aligned with yours. Furthermore, a violation of the indenture covenants will
only occur if two things happen: (1) there is a "change of control" of the
Company in which someone comes to beneficially own more voting shares than are
beneficially owned by Steve and certain related parties, including me, and,
(2) within 60 days thereafter, certain of the Company's outstanding notes are
rated below investment grade by both rating agencies that rate such notes.
Even if I win my cross-claim and the Company's notes are rated below
investment grade by both rating agencies, if keeping a certain amount of my
shares would be necessary to avoid a change of control triggering event under
the indenture covenants, I would keep such shares. I certainly would not sell
or otherwise transfer shares knowing it would trigger such an event. Also, I
could agree to let Steve vote a smaller number of my shares than he now does,
but still a sufficient number to ensure that our combined voting share total
is larger than that of the next-largest stockholder. While such an agreement
cannot be certain, as the second and third largest stockholders of the
company, respectively, Steve and I would have every incentive to arrive at an
agreement and avoid triggering a covenant violation.
In any event, my dispute with Steve is one between two stockholders who
disagree over the continued validity of a stockholders agreement entered into
long ago. It's a stockholder-to-stockholder issue and not a Board issue. This
issue will persist whether or not I serve on the Board and, in my opinion, it
does not impact the ability of either of us to act as effective Board members.
As a result, removing me does nothing to reduce any alleged risks to the
company, but rather it simply deprives the company of a knowledgeable and
effective director for what I believe to be no valid reason.
Second, the Board makes the odd claim that, in light of this dispute, my
presence impacts the Board's ability to speak freely about issues facing the
company and the "effectiveness" of my participation has been reduced. As noted
above, the lawsuit is a dispute between two stockholders that does not concern
the Board. In fact, the only Board matter related to the litigation was the
decision not to re-nominate me.
The Board apparently did not have concerns about the effectiveness of my
participation or the effect of my presence on deliberations of the Board when
it re-nominated me in November 2012, many months after my claim was filed.
Once again, I believe that this reason is pretextual, because nothing has
changed since the last time I was up for re-nomination. In fact, I do not
recall hearing any member of the Board ever raise concerns about any potential
chilling effect that my litigation with Steve might have on Board
deliberations. If any member of the Board had such concerns, it is my view
that the issue should have been raised and discussed, rather than referenced
for the first time in the company's proxy statement. Moreover, the independent
directors meet in committee, as well as in executive sessions following Board
meetings, so they have ample opportunity to speak with one another without
either Steve or me present.
As a stockholder, I do not believe it is right or proper for the Board to take
sides in a dispute between stockholders, particularly under the guise of
complaining that it does not like the perception of someone suing the Chairman
on a personal matter. If the Board devoted a fraction of the effort it has
spent trying to get me to drop my claim to encouraging Steve to make a
reasonable effort to resolve our dispute, I believe this dispute could be
resolved promptly and to the satisfaction of all parties involved.
Third, the Board asserts that I am not "meaningfully contributing" to its
discussion and work, citing my "lack of independence under NASDAQ listing
standards and resulting inability to serve on existing Board committees." I
find the statement about my lack of independence to be quite puzzling. It
turns out that likely I am ''independent.'' As detailed in my definitive proxy
statement, I believe that I satisfy all of the bright line tests for
independence under the NASDAQ rules. When the Board made its most recent
"independence" determinations, I voted in favor of the resolution that
designated Mr. Wynn and me as not independent, as had been the Board's
historical determination. I had no idea at the time that this determination
would be used as a reason for trying to exclude me from the Board. I should
have questioned the conclusion at the time, but it seemed innocuous. Having
now analyzed the question of my independence under NASDAQ rules given that it
is being used as a reason for trying to exclude me, I believe I qualify as
"independent."
Furthermore, I think it is a curious argument to make given that the Board
chose to shrink the size of the Board rather than nominate an independent
director in my place. As a result, my exclusion from the Board would have
absolutely no effect on increasing the number of independent directors who can
serve on existing Board committees. All it does is eliminate a strong director
from the ranks of the Board.
I find the assertion that I am not "meaningfully contributing" to the Board's
discussion and work to be insulting and misinformed. I have described above
the unique ways that I have contributed for years to our Board's deliberations
and decision-making and will, as your Board member, continue to do so. I was
criticized in the company's proxy statement for not having a formal role in
the company's operations, but as co-founder, my connection to the company is
so established that a title is unnecessary.
I believe the Board has abused its powers by taking the extreme step of
reducing the number of directors in order to exclude a strong and
knowledgeable voice from the Board. Only the company's stockholders can elect
and remove directors. Under Nevada law, the Board does not have the power to
remove directors on its own. The company's charter does allow the Board to
change the number of directors serving on the Board, but that provision has
been used in the past to increase the size of the Board to add a qualified new
director or to reduce the size of the Board following a director's
resignation. I would be surprised if that provision was ever intended to be
used as a way to remove a sitting director, which is precisely the way the
Board is using that provision here. I believe this is an abuse of power by the
Board that underscores what I believe to be the extreme nature of the steps
that the Board is taking to exclude a strong and knowledgeable voice from the
Board. I urge you, my fellow stockholders, not to allow the Board to run
roughshod over your rightful power to elect and remove directors.
I believe that my decades of civic engagement in local and national leadership
positions outside of Wynn Resorts add a unique perspective to our Board. In
addition to this Board post, I serve on the Board of another public company
and have held leadership positions at a number of organizations. In my view,
my extensive work in the nonprofit sector has positioned me as an ambassador
for the company outside the boardroom, helping build a legacy of leadership in
the Las Vegas community. I am the founding chair of Communities in Schools of
Nevada and was appointed in 2009 as chair of the national board of Communities
in Schools, which is among the oldest and most successful stay-in-school
organizations in America. In 2013, I was appointed by Governor Brian Sandoval
to serve a two-year term on the Nevada State Board of Education and was
subsequently elected unanimously by the board to serve as president of that
body. I have served on the State of Nevada Council to Establish Academic
Standards and chaired the UNLV Foundation, the private fundraising arm of the
University of Nevada, Las Vegas.
For the reasons outlined in this letter, I believe that my unique role as an
industry veteran with a strong, independent voice and deep knowledge of Wynn
Resorts is unmatched. I hope you will give me the opportunity to continue to
serve you on the Board and re-elect me to represent the interests of ALL of
Wynn Resorts' stockholders. I appreciate your thoughtful consideration. For
further details and to learn more about why I am the most qualified candidate
standing for election to the Board, please visit: http://www.elaineforwynn.com
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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