The text of the letter follows:
Dear Fellow Wynn Resorts Shareholder,
The Board appreciates your investment in
As you may have seen,
WYNN'S BOARD ACTED SWIFTLY AND DECISIVELY TO DO WHAT IS RIGHT
FOR THE COMPANY AND ITS SHAREHOLDERS
Over the past three months, our Board has acted swiftly and effectively in the face of unforeseeable circumstances, while maintaining a laser focus on corporate governance and shareholder value. As events unfolded after the
January 26: The Board formed a Special Committee of Independent Directorsto broadly investigate the allegations and conduct a comprehensive review of internal workplace policies and procedures. February 6: The Board accelerated its existing succession plan, appointing Matt Maddox CEO following the resignation of Steve Wynn. The Board also split the CEO and Chairman roles. February 12: The Board's Nominating & Corporate Governance Committee launched a Board refresh process, retaining an independent search firm to help identify new director candidates. February 15: Executed a separation agreement with Steve Wynnthat paid him no severance and oversaw a swift but orderly liquidation of his equity, much of which was placed with two respected long-term institutional investors, Capital Researchand T. Rowe Price. March 5: Two long-tenured directors announced their departure from the Board – Ray Iraniresigned and Alvin Shoemakersaid he will not stand for re-election at the 2019 Annual Meeting. Subsequently, Ted Virtuesaid he will not stand for re-election at the 2018 Annual Meeting, making a total of four directors who have resigned or will not stand for re-election. March 7: Increased 2018 dividend by 50% to $3.00per share. March 8: Removed overhang of longstanding litigation by reaching settlement with Universal Entertainment Corporationto repurchase its shares at an effective price of $78per share. April 3: Closed on the sale of 5.3 million newly issued shares (4.9%) in Wynn Resortsto Galaxy Entertainment, a leading Chinese gaming company in Macau, raising $927 millionto repay debt. April 9: Announced a new Culture & Community Departmentand Women's Leadership Forumto support diversity and inclusion, gender equality and a safe workplace. April 16: Settled longstanding litigation with Elaine Wynnwith no payment by the Company. April 17: After a thorough search and rigorous vetting process, the Board elected three new, independent female directors – a process that was being finalized when Elaine Wynnissued an open letter requesting the Board re-open the nomination window so she could nominate new directors. Her request came three months after the deadline for shareholders to submit director nominations and just one day after settlement of her outstanding litigation with the Company.
As this timeline makes clear, the Board acted quickly and decisively to do what is right for the Company and its shareholders. As a result of the Board's refreshment process, three highly qualified directors have been elected to the Board, strengthening its skill sets, experience and diversity. We expect they will each be active and contributory participants in the boardroom.
When the Board declined to change the rules to allow
WYNN'S BOARD AND MANAGEMENT TEAM ARE CONTINUING TO DELIVER SUPERIOR SHAREHOLDER VALUE
The Board is committed to creating value for Wynn shareholders through the continued focus on and execution of our business plan, setting the stage for a new chapter for Wynn. While many companies would have suffered financial damage from the abrupt departure of the founder and the attendant media firestorm, the Board and management have kept the Company's business on the right path.
Wynn has consistently outperformed its peers and delivered one-year total shareholder return (TSR) of 97% in 2017 compared to the
Under the leadership of new CEO
- Achieved record results at Wynn Las Vegas, with record EBITDA and overall room revenues in the quarter ended
March 31, 2018.
- Launched review of
$360 million Las Vegasconvention facility, identifying $35 millionof savings.
- Reprioritized and accelerated investment opportunities in
Macauwith a $100 millioninvestment program to be initiated in 2018 at the Peninsula downtown.
- Increased market share in
Macauwith the successful ramp-up of Wynn Palace, with premium mass market up 100+% year-over-year and main floor mass market up 70+%.
- Stronger bookings in
Las Vegasfor 2018 into 2019 compared to this time last year.
Wynn's Board and management team have kept the Company's business on the right path and are committed to continuing to drive shareholder value.
THIS IS A NEW DAY AT WYNN, WITH A REFRESHED BOARD THAT IS FOCUSED ON LEADING THE COMPANY FORWARD
The Board's actions over the past three months have demonstrated that it is committed to moving swiftly to improve corporate governance and accountability. We have made substantial progress in refreshing the Board and have made clear the process is not over. In this short time, we have recruited three exceptionally qualified directors and in doing so accomplished the following:
- Materially Increased Board's Gender Diversity – The Board is now 40% women, placing Wynn in the top 10% of the
S&P500 for gender diversity.
- Significantly Reduced Board Tenure – The median tenure of directors after 2018 Annual Meeting will be only 3 years.
Withholding your vote for
Jay's important contributions to the Board have also included:
- Developing a comprehensive independent analysis of capital expenditures that resulted in adoption of an appropriately scaled-down set of development plans in
Las Vegasin 2017.
- Arguing for the need to develop a coherent regular dividend policy, rather than reliance on special dividends, which the Company adopted in 2015.
- Since joining the Board in 2013, successfully advocating for an enhanced balance-sheet management protocol to ensure financial constraints never unduly impact operating decisions.
Given Jay's key Board role and deep institutional knowledge, withholding your vote for him would only serve to undercut the progress Wynn is making. Adding new, diverse and independent voices to the Board is clearly important, and our process for doing so is not yet complete. However, we believe it is important to undertake this change in an orderly way that will enable Wynn to continue to deliver strong financial performance. It is also vital to retain a director of Jay's caliber who has a deep understanding of Wynn's business as well as its unique regulatory framework in both the U.S. and Macau.
Your Board and management team are continuing to drive growth at Wynn, move past the founder-led era of
The Board of Directors
WE STRONGLY URGE YOU TO SUPPORT ALL THREE OF OUR BOARD NOMINEES
AND CONTINUE WYNN RESORT'S CHANGE AGENDA
VOTE THE WHITE CARD TODAY
Your vote is important. Please discard any blue proxy cards you have received from
If you have questions about how to vote your shares, please contact:
INNISFREE M&A INCORPORATED
Shareholders, Call Toll-Free: (888) 750-5834
Banks and Brokers, Call Collect: (212) 750-5833
Wynn and Encore Las Vegas feature two luxury hotel towers with a total of 4,750 spacious hotel rooms, suites and villas, approximately 192,000 square feet of casino space, 22 dining experiences featuring signature chefs and 11 bars, two award-winning spas, approximately 290,000 square feet of meeting and convention space, approximately 110,000 square feet of retail space as well as two showrooms; three nightclubs, a beach club and recreation and leisure facilities. A luxury retail Strip-front expansion,
Wynn Palace is a luxury integrated resort in
Additional Information and Where to Find It
The Company has filed a definitive proxy statement, a supplement to the definitive proxy statement, and a form of associated WHITE proxy card with the
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company's shareholders in connection with the matters to be considered at the Company's 2018 Annual Meeting of Shareholders. Information about the Company's directors and executive officers is available in the Company's proxy statement filed with the
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Michael Weaver, Wynn Resorts, 702.770.7501, firstname.lastname@example.org; or George Sard/Cassandra Bujarski/Lisa Green, Sard Verbinnen & Co., 212.687.8080, Wynn-SVC@SARDVERB.com