Will Ask Shareholders to Remove Okada from Board to Enable Entry into
LAS VEGAS--(BUSINESS WIRE)--Dec. 13, 2012--
Wynn Resorts, Limited (Nasdaq: WYNN) today announced it is streamlining
its Board of Directors and increasing the percentage of independent
directors as the Company pursues a growth strategy to expand into new
jurisdictions. The Company, which had a 12-member Board including seven
independent directors, has reduced the Board to nine members, including
six independent directors.
Jay Hagenbuch has been appointed an independent Director and a member of
the Audit Committee. Independent directors Russell Goldsmith and Allan
Zeman have stepped down from the Board to devote more time to their
other business commitments, and inside directors Linda Chen and Marc D.
Schorr have stepped down from the Board to reduce the number of inside
directors. Ms. Chen and Mr. Schorr will continue to serve as executives
of the Company, and they and Mr. Zeman will continue as directors of
Wynn Macau, Limited. Mr. Zeman will also continue to serve as Vice
Chairman of Wynn Macau, Limited.
Wynn Resorts also announced that it is calling a Special Meeting of
Stockholders to vote on a proposal to remove Kazuo Okada as a director.
Mr. Okada was previously deemed unsuitable by the Wynn Resorts Board
after a lengthy investigation by former FBI Director Louis J. Freeh
uncovered evidence of improper conduct by Mr. Okada and affiliated
entities under the Foreign Corrupt Practices Act in connection with
their dealings with Philippine officials. If Mr. Okada is removed from
the Wynn Resorts Board by a vote of two-thirds of the shareholders, the
Board will be reduced to eight directors, including six independent
“By streamlining the Board and eliminating an unsuitable director, the
Company will be well positioned to capitalize on the enormous
opportunities in the market and execute our ambitious expansion plans,”
said Stephen A. Wynn, Chairman and Chief Executive Officer. “As part of
our growth agenda, we are seeking regulatory approval in Pennsylvania
and Massachusetts to open new gaming facilities – which would not be
possible with an unsuitable director and which will benefit from a
streamlined Board with greater independent representation.”
Mr. Wynn continued, “We welcome Jay Hagenbuch to our Board. Jay brings
deep corporate strategy and financial expertise, and offers valuable
perspective gained through over 30 years as a private equity investor
and director of a number of public and private companies. He shares our
commitment to creating shareholder value and his insights will be a
tremendous asset as we continue to position Wynn to capture the
extraordinary opportunities in today’s gaming environment. On behalf of
the entire Board, we would like to thank Russell, Allan, Linda and Marc
for their substantial contributions as directors. We look forward to
continuing to work with Allan, Linda and Marc, and wish Russell
continued success in his business endeavors.”
Mr. Hagenbuch is Chairman of M&H Realty Partners and WestLand Capital
Partners, investment firms he co-founded in 1994 and 2010, respectively.
He is also Chairman of Onconome, Inc., a clinical-stage company
dedicated to the discovery, development and commercialization of
biomarkers used in the early detection of cancer. Previously, Mr.
Hagenbuch was a General Partner of Hellman & Friedman which is a private
equity firm that he joined as its third partner in 1985. Mr. Hagenbuch’s
investment and advisory work has included extensive international
experience. He graduated magna cum laude from Princeton University and
holds an MBA from Stanford University.
About Wynn Resorts
Wynn Resorts, Limited is traded on the Nasdaq Global Select Market under
the ticker symbol WYNN and is part of the S&P 500 and NASDAQ-100 Indexes.
Our Las Vegas operations (Wynn Las Vegas and Encore) feature two luxury
hotel towers with a total of 4,750 spacious hotel rooms, suites and
villas, approximately 186,000 square feet of casino space, 32 food and
beverage outlets featuring signature chefs, an on-site 18-hole golf
course, meeting space, a Ferrari and Maserati dealership, approximately
94,000 square feet of retail space as well as two showrooms; three
nightclubs and a beach club.
Our Macau resort is a resort destination casino located in the Macau
Special Administrative Region of the People's Republic of China with two
luxury hotel towers (Wynn Macau and Encore) with a total of 1,008
spacious rooms and suites, approximately 265,000 square feet of casino
space, casual and fine dining in eight restaurants, approximately 54,600
square feet of retail space, recreation and leisure facilities,
including two health clubs and spas and a pool.
Additional Information and Where to Find It
Wynn Resorts intends to file with the U.S. Securities and Exchange
Commission (the “SEC”) a proxy statement in connection with the proposed
removal of Mr. Okada from the board of directors of Wynn Resorts. The
definitive proxy statement will be sent or given to the stockholders of
Wynn Resorts and will contain important information about the proposed
removal of Mr. Okada. SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and
other relevant materials (when they become available), and any other
documents filed by Wynn Resorts with the SEC, may be obtained free of
charge at the SEC’s website, at www.sec.gov.
In addition, security holders will be able to obtain free copies of the
proxy statement from Wynn Resorts by contacting Investor Relations by
mail at Attention: Investor Relations, 3131 Las Vegas Boulevard South,
Las Vegas, Nevada 89109.
Participants in the Solicitation
Wynn Resorts and its directors, officers and employees may be deemed to
be participants in the solicitation of proxies from Wynn Resorts
stockholders in connection with the proposed removal of Mr. Okada from
the board of directors of Wynn Resorts. Information about Wynn Resorts’
directors and executive officers is set forth in its proxy statement for
its 2012 Annual Meeting of Stockholders, which was filed with the SEC on
September 20, 2012, and its Annual Report on Form 10-K for the year
ended December 31, 2011, filed on February 29, 2012, as amended on April
30, 2012. These documents are available free of charge at the SEC’s
website at www.sec.gov,
and by mail at Attention: Investor Relations, 3131 Las Vegas Boulevard
South, Las Vegas, Nevada 89109, or by going to Wynn Resorts’ Investor
Relations page on its corporate website at www.wynnresorts.com.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction will be
included in the proxy statement that Wynn Resorts intends to file with
This release contains forward-looking statements. Such forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking
statements made by us. The risks and uncertainties include, but are not
limited to, adverse tourism trends, volatility and weakness in
world-wide credit and financial markets and from governmental
intervention in the financial markets, general global macroeconomic
conditions, results of probity investigations, regulatory or enforcement
actions, pending or future legal proceedings, and the results of Wynn
Resorts’ proposed removal of Mr. Okada from the board of directors.
Additional information concerning potential factors that could affect
Wynn Resorts’ financial results is included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2011 and the
Company's other periodic reports filed with the SEC. The Company is
under no obligation to (and expressly disclaims any such obligation to)
update its forward-looking statements as a result of new information,
future events or otherwise.
Source: Wynn Resorts, Limited
Samanta Stewart, 702-770-7555
Verbinnen & Co.
George Sard/Alexandra LaManna