UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
February
2, 2010
Wynn
Resorts, Limited
(Exact
Name of Registrant as specified in Charter)
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Nevada
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000-50028
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46-0484987
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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3131
Las Vegas Boulevard South
Las
Vegas, Nevada 89109
(Address
of principal executive offices) (Zip Code)
(702)
770-7555
(Registrant’s
telephone number, including area code)
Not
applicable.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On February 2, 2010, Wynn Resorts,
Limited (the “Company”) entered into a fifth amendment to the Employment
Agreement, dated as of October 1, 2005, by and between the Company and Matt
Maddox, the Company’s Chief Financial Officer and Treasurer. The
amendment provides for a base salary payable to Mr. Maddox of $1,000,000 per
annum effective November 6, 2009. A copy of the amendment is attached
hereto as Exhibit 10.1 and is hereby incorporated by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information contained in Item 1.01
of this report is incorporated herein by reference.
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Item
9.01. Financial Statements and
Exhibits.
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(d) Exhibits
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10.1
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Fifth
Amendment to Employment Agreement, dated as of February 2, 2010, by and
between Wynn Resorts, Limited and Matt Maddox.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: February
5, 2010
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WYNN
RESORTS, LIMITED
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By:
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/s/ Kim Sinatra
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Kim
Sinatra
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Senior
Vice President, General
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Counsel
and Secretary
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Exhibit
10.1
FIFTH
AMENDMENT TO
EMPLOYMENT
AGREEMENT
This
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into on
the 2nd day of February 2010, by and between Wynn Resorts, Limited
(“Employer”) and Matt
Maddox ("Employee"). Capitalized
terms that are not defined herein shall have the meanings ascribed to them in
the Agreement (as defined below).
RECITALS
WHEREAS,
Employer and Employee are party to that certain Employment Agreement, dated as
of October 1, 2005, by and between Wynn Las Vegas, LLC and Employee,
subsequently assigned to Employer, as amended by that certain First Amendment to
Employment Agreement, dated as of May 5, 2008, as further amended by that
certain Second Amendment to Employment Agreement, dated as of December 31, 2008,
and as further amended by that certain Amendment to Employment Agreement, dated
as of February 13, 2009, and Fourth Amendment to Employment Agreement dated
March 9, 2009 (collectively, the "Agreement"); and
WHEREAS,
the parties have agreed to amend the Agreement as provided herein;
NOW
THEREFORE, in consideration of the above and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Base
Salary. Section 7(a) of the
Agreement is amended to provide that effective November 6, 2009, Base Salary
paid to Employee shall be One Million Dollars per annum.
2. Other Provisions of
Agreement. The parties acknowledge that the Agreement is being
modified only as stated herein, and agree that nothing else in the Agreement
shall be affected by this Amendment.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the date first written above.
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WYNN
RESORTS, LIMITED
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EMPLOYEE
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By:
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/s/
Marc D. Schorr
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/s/
Matt Maddox
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Marc
D. Schorr, COO
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Matt
Maddox
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