LAS VEGAS, May 8, 2018 /PRNewswire/ -- Elaine P. Wynn, co-founder and the largest
shareholder of Wynn Resorts, Limited (NASDAQ: WYNN) ("Wynn
Resorts," "Wynn," the "Company"), released a letter on May 7, 2018 to all shareholders in connection
with her WITHHOLD the vote campaign against Wynn legacy
director candidate John J.
Hagenbuch, who is up for re-election at Wynn's annual
meeting of shareholders scheduled for Wednesday, May 16, 2018, in Las Vegas, Nevada.
In the letter, Ms. Wynn notes that both well-respected,
independent proxy advisory firms have recommended that shareholders
vote WITHHOLD on Mr. Hagenbuch, citing numerous material
governance failings and the risks associated with retaining the
current longstanding legacy directors on the Wynn Resorts
board. In addition, Ms. Wynn writes about her view that:
- Mr. Hagenbuch, who was originally handpicked for the board by
his friend, former Chairman and CEO, Stephen A. Wynn, should not have been
re-nominated and should not be re-elected to the board;
- The re-nomination of Mr. Hagenbuch and the elevation of D.
Boone Wayson to Chairman are examples of the pervasive governance
and board composition issues that persist at the Company;
- Shareholders should protest Mr. Hagenbuch's nomination and
demand a well-rounded, merit-based board at Wynn Resorts that is
focused on the best interests of all shareholders; and
- The broader issues can only be resolved by replacing the
longstanding legacy directors, engaging with shareholders and
identifying new directors with relevant experience and shareholder
support.
A copy of the letter follows:
May 7, 2018
Dear Fellow Wynn Resorts Shareholders,
I write to you today as a co-founder and the largest shareholder
of Wynn Resorts. I deeply care about the Company and all of its
stakeholders, and I am committed to its future success.
So much of the Company's past performance has been rooted in its
innovation, creativity and capacity to evolve. These qualities
enabled the Company to imagine, build and operate resorts that have
consistently been viewed as the best in their respective
markets.
The Company achieved its leadership position by leading.
I firmly believe that it is now time for Wynn Resorts to become a
leader in corporate governance and board composition.
As you know by now, I am intending to WITHHOLD my support
from John Hagenbuch, one of
the Company's director nominees, at the upcoming annual
shareholders meeting, which is being held on May 16, 2018, in Las
Vegas. I encourage you to return the enclosed BLUE
proxy card and join me in sending a message to the board of
directors that it is time for fresh leadership and a new direction
in the boardroom. Every vote counts in this election. Time is
short. Please return your proxy card today.
Mr. Hagenbuch joined the Wynn Resorts board in 2012, at the
suggestion of the then Chairman and CEO, Stephen A. Wynn. Mr. Wynn and Mr. Hagenbuch met
socially, and both had residences in Sun
Valley. Even though Mr. Hagenbuch had no relevant industry
or regulatory experience, his friendship with Mr. Wynn was enough
to garner him a place on the Wynn Resorts board.
Since he joined the board, Mr. Hagenbuch has served on the
board's compensation committee, awarding compensation to his
neighbor and friend, Mr. Wynn, until Mr. Wynn resigned. Those
compensation packages were roundly criticized, year after year. In
fact, excluding shares voted by Mr. Wynn, only 44% of
shareholders voting at the Company's 2017 annual meeting voted in
favor of the Company's say-on-pay proposal.
Recently, Mr. Hagenbuch was given a seat on the special
committee that is investigating matters surrounding allegations of
sexual harassment by Mr. Wynn. Mr. Hagenbuch is also the chairman
of the board's audit committee, which is charged with overseeing
the Company's legal and regulatory compliance program and
apparently did not detect the alleged conduct at issue. The
board has put Mr. Hagenbuch in a position to investigate his
own committee's failures and his friend's conduct.
Last week, the two leading independent proxy advisory firms,
Institutional Shareholder Services ("ISS") and Glass, Lewis &
Co. ("Glass Lewis"), joined me in recommending that their clients
WITHHOLD support from Mr. Hagenbuch. For its part, ISS cited
"material failures in governance and risk oversight" and opined
that "the benefits of [Mr. Hagenbuch's] continued presence on the
board do not seem to outweigh the risks."*1
After its review of the situation, Glass Lewis reached the same
conclusion, citing among other things Mr. Hagenbuch's "shared
culpability for years of misaligned compensation practices" and the
need for shareholders to "send a more pronounced message that
investors seek a clearer break from the status
quo."*2
To me, it is clear that Mr. Hagenbuch should not be on the Wynn
Resorts board. His continued presence in the boardroom is, in my
view, an affront to the principle of independent oversight, and his
re-nomination, by a board with so many longstanding legacy
directors, calls into question the objectivity of those remaining,
holdover directors.
Indeed, I believe the Wynn Resorts board clearly needs more
change than just the replacement of Mr. Hagenbuch. Faced with the
allegations concerning Mr. Wynn's conduct, I believe the board
showed its true colors in elevating to the Chairman role one of Mr.
Wynn's childhood friends, D. Boone Wayson, who has been a director
for more than 15 years. Mr. Wayson, in my view, cannot be objective
and, therefore, should not be Chairman. Moreover, although he is
the titular head of this board, he has not led in any visible way
or had any substantive contact with shareholders of which I am
aware.
More broadly, the long-serving directors have not served – and
will not serve – shareholders well, in my view. The Company's
regulators are investigating the allegations against Mr. Wynn and,
importantly, the Company's (including the board's) actions,
failures and response to those alleged activities. I believe the
longstanding legacy directors simply have too much at stake
personally to serve shareholders objectively. Important questions
will be put to this board – such as how best to respond to
regulators in Massachusetts
(i.e., does the Company make personnel changes on the board
or sell Wynn Boston Harbor and
preserve its team intact) – that may pit the longstanding
directors' professional reputations against the economic interests
of shareholders. There should be no such competition in a
well-governed company.
In my view, for Wynn Resorts to move forward on the right path,
shareholders should insist on further changes in the board's
composition and new board leadership. It is not enough that the
legacy directors, acting without shareholder input, appoint new
directors of their personal selection. Instead, shareholders should
be fully engaged in the process, and directors should be chosen
based on their capacity to contribute to the board's vital
functions of strategy, management and risk oversight.
I believe now is the time for Wynn Resorts to become a leader in
corporate governance. As shareholders, we should not passively
accept or endorse the re-election of a director who has no relevant
background and is linked to a host of problematic board, executive
compensation and corporate governance practices, just because he is
an incumbent.
Nor, in my view, should we take the pressure off the board to
take additional steps to sweep away the governance practices of a
bygone era. Imagine the alternative: A vote for Mr. Hagenbuch
will, I believe, embolden the legacy directors and be perceived as
shareholder acquiescence to outdated governance structures, like
the Company's staggered board, the board's unilateral approach to
board refreshment and the continued service of the remaining legacy
directors. In my view, this is a dangerous message to send.
In my view, only by protesting the nomination and re-election of
Mr. Hagenbuch can we effectively object to our fiduciaries'
approach to governance and convey our desire for a further board
refreshment process in which shareholders play an important
role.
I therefore urge you to join me in supporting my campaign to
WITHHOLD votes with respect to the re-election of legacy
director nominee John J. Hagenbuch
and send a resounding message of change to the other longstanding
legacy directors on the Wynn Resorts board.
Please join me in voting WITHHOLD with respect to the
re-election of John J.
Hagenbuch, using the BLUE proxy card.
Sincerely,
Elaine P. Wynn
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
1 May 5, 2018 ISS
Report.
2 May 3, 2018 Glass Lewis
Report.
* Elaine Wynn has neither
sought nor obtained consent from any third party to use previously
published information as proxy solicitation materials.
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SOURCE Elaine Wynn