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The full text of the letter follows:
Dear Fellow Stockholders,
As Chair of the
Your vote matters and your Board believes that your interests as a stockholder of this Company are best served by the re-election of Messrs. Hagenbuch and Virtue. Ms. Wynn's actions over the course of this proxy fight have clearly demonstrated why she is not suited to serve on the Board of Directors while pursuing her personal litigation agenda.
As stated in the Company's definitive proxy statement, over the coming year, the Corporate Governance Committee will search for new independent director candidates and, upon identifying suitable director candidates, will increase the Board's size accordingly. Further, the Corporate Governance Committee will prioritize women and diverse candidates in its search, and will name one or more diverse directors to the Board by the end of 2015.
MESSRS. HAGENBUCH AND VIRTUE BRING TO THE BOARD THE OUTSIDE PERSPECTIVE AND EXPERIENCE THAT STOCKHOLDERS DESERVE AND, IN THE BOARD'S VIEW, ARE THE MOST QUALIFIED CANDIDATES
Your Board's Nominating and Corporate Governance Committee views
Messrs. Hagenbuch and Virtue Bring to the Board the Critical Skill Sets and Unique Perspectives That Are Essential to the Continuation of
Ted Virtue Brings Extensive Corporate Finance And Capital Markets Experience to the Board. As the Founder and Chief Executive Officer of
MS. WYNN HAS FAILED TO ADDRESS THE PRIMARY ISSUE OF THE CONFLICTS CREATED BY HER PERSONALLY MOTIVATED LITIGATION
Ms. Wynn has demonstrated that she has allowed her personal litigation goals to interfere with her role and responsibilities as a director. Instead of squarely addressing the key issue of whether her personally motivated litigation is consistent with her duties as a director and in the best interests of stockholders, Ms. Wynn has consistently avoided the issue.
As reflected by both the Company's and Ms. Wynn's own proxy materials, Ms. Wynn believes that it is she who should draw the lines as to when she is acting in her own interests and when she is subject to the standards and rules applicable to directors. As stated by
- Ms. Wynn Has Litigation Pending Against the Chairman of the Board and CEO of
Wynn Resorts ,Steve Wynn . Despite stating in her proxy materials that it is her intention to remain a significant stockholder, the heart of that litigation is that Ms. Wynn wishes to be able to sell more than the$10 million worth of Company shares she is already permitted to sell annually. This litigation and its goals have interfered with productive board operations and the interests of the stockholders at large. - Ms. Wynn Has Involved the Company's Independent Directors in Her Litigation, Making for an Unworkable Boardroom. Ms. Wynn recently served litigation discovery requests on
Wynn Resorts' independent directors seeking production of private board and committee deliberations in her personal litigation against the Company's Chairman and CEO, which reinforces the view that Ms. Wynn's interests as a significant stockholder and active litigant have increasingly taken priority over her fiduciary duties.
While Ms. Wynn initially attempted to suggest that this issue was only recently presented to her as being problematic, and she claimed the issue was "a ruse"2 during the publicly available, widely distributed "Proxy Talk" hosted by
Your Board believes that stockholders are best represented by independent directors who do not have their own personal agendas and who work to serve the interests of all stockholders, and therefore recommends that you vote FOR Mr. Hagenbuch and Mr. Virtue on the Company's WHITE proxy card.
MS. WYNN HAS FAILED TO DEMONSTRATE THAT SHE CONTRIBUTES MEANINGFULLY TO THE BOARD'S OPERATIONS
It is the independent directors' view that Ms. Wynn does not add any skills or experience to the Board that are not already reflected in the skills and experience of the Company's Chief Executive Officer, and that the operational contributions Ms. Wynn claims to make are more appropriately matters to be handled by the Company's highly trained and professional staff, not by a non-employee director. While Ms. Wynn claims that she will be able to effectively represent other stockholders on the Board, she has not provided any example of doing so. As stated by Institutional Shareholder Services (ISS), an independent proxy advisory firm, "The public record of her tenure, however, offers no compelling evidence that shareholders would lose an iconoclastic, effective champion for better board accountability and governance practices if she were not returned to the board."3
During Ms. Wynn's "Proxy Talk" with
"I organized all of the grand opening parties which involved over 1,800 to 2,000 people, and that has been an ongoing role that I had throughout the property."
"... everything from experiencing the different mattresses, doing the amenity programs, the private label lines of goods in the showers, the texture of the linens on the beds."
In contrast to Ms. Wynn's past service, Mr. Hagenbuch and Mr. Virtue have actively participated in the Board's and Board Committees' activities and provided independent perspectives on the Company's financial and strategic initiatives. The Board believes that Mr. Hagenbuch and Mr. Virtue are best positioned to support and contribute to the Board's work and represent the interests of all stockholders.
YOUR VOTE IS IMPORTANT -- VOTE THE WHITE CARD TODAY
The Board of Directors recommends that you vote FOR Mr.
Please do not vote "Withhold" on the WHITE proxy card, as a Withhold vote does not count in determining whether the Board's nominees are elected.
The Board of Directors strongly urges you not to return or otherwise vote any GOLD proxy card sent to you by Ms. Wynn. If you have previously submitted a gold proxy card, you can revoke that proxy by using the enclosed WHITE proxy card to vote your shares today by telephone, by Internet or by signing, dating, marking and returning the enclosed WHITE proxy card. Only your last-dated proxy will count. Whether or not you plan to attend the Annual Meeting, you are encouraged to cast your vote as promptly as possible by following the instructions on the WHITE proxy card. Even if you have given your proxy, you may still vote in person if you attend the Annual Meeting. If your shares are held through an intermediary, such as a bank, broker or other nominee, unless you provide voting instructions to such person, your shares will not be voted on most matters being considered at the Annual Meeting and your vote is therefore especially important.
Sincerely,
Independent Presiding Director
Chairman, Nominating and Corporate Governance Committee
If you have questions or need assistance voting your shares, please contact
Stockholders Call Toll-Free: (877) 732-3619
Banks and Brokers Call Collect: (212) 269-5550
Email: wynn@dfking.com
ABOUT
Wynn and Encore Las Vegas feature two luxury hotel towers with a total of 4,748 spacious hotel rooms, suites and villas, approximately 186,000 square feet of casino space, 34 food and beverage outlets featuring signature chefs, two award-winning spas, an on-site 18-hole golf course, meeting space, a Ferrari and Maserati dealership, approximately 99,000 square feet of retail space as well as two showrooms; three nightclubs and a beach club.
Wynn and Encore Macau is a destination casino located in the Macau Special Administrative Region of
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3 ISS Proxy Advisory Services Report re
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SOURCE
Investors, Mark Strawn, Wynn Resorts, (702) 770-7554; or Jordan Kovler, D.F. King & Co., Inc., (212) 493-6990; or Media, Michael Weaver, Wynn Resorts, (702) 770-7501; or Joele Frank or Kelly Sullivan, Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449