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Elaine Wynn Open Letter To Stockholders

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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

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

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.



Elaine Wynn

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