UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

WYNN RESORTS, LIMITED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2021 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING Foundation for the Future

Prepared For Extraordinary Opportunities OUR REVITALIZED CULTURE AND STRONG EXECUTION SETS THE STAGE FOR GROWTH Accomplishment Position Wynn Will Benefit From and Lead In the Recovery Across All Our Markets Maximize High Return Investment Opportunities In Our Existing Assets Accelerate Wynn Interactive to Capture Growth in Online and iGaming Markets WE FOCUSED ON HEALTH AND SAFETY, THE KEY DRIVERS OF PATRON AFFINITY FOR THE LAST 12 MONTHS ● Recognized as the leader on Health & Safety protocols across the country in many industries, not just hospitality ● Opened on-site rapid testing and vaccination center to create designated “safe zones” for conventions, entertainment venues and other mass gatherings WE TOOK CARE OF OUR GREATEST ASSET: OUR EMPLOYEES ● Committed to pay all employees, including part-time employees, full compensation including wages and an estimate of tips and full benefits ●● Allowed employees to take paid sick leave if any member of their household was diagnosed with COVID-19 ● Offered Wynn Las Vegas employees no-cost professionally-supervised learning centers for children attending public school “virtually” WE PRIORITIZED LEVERAGE FOR THE RECOVERY: ● In Macau, we constructed the Lakeside Casino, repositioned portions of our assets from VIP to Premium Mass, and advanced our CRM technology and capabilities ● In Las Vegas, we improved our loyalty rewards program and database marketing capabilities, built additional F&B well-suited to the postpandemic environment, and opened the market’s meeting space ● In Boston, we improved our casino marketing capabilities, prepared construction on a worldclass sportsbook, and leveraged third-party investment to activate the area WE BUILT THE FOUNDATION TO SUPPORT OUR VISION: ● Acquired Betbull and formed Wynn Interactive ● Executed numerous market access agreements, and third-party media and sports agreements OUR LEADERSHIP REINFORCED OUR COMMERCIAL APPEAL: Our resorts remain a destination of choice for leisure travel, and particularly for premium customers We are accelerating the return of large-scale gatherings through our leadership on these issues We have built public confidence that will earn significant returns when corporate travel and conventions begin to ramp up in 2H2021 OUR RESPONSIVENESS THEN STRENGTHENS OUR PREPAREDNESS NOW: We reinforced already-strong employee loyalty and morale, significantly enhancing our ability to quickly ramp up as the recovery begins We built a reservoir of trust with our employees OUR EXECUTION WILL ALLOW US TO: Take share in Premium Mass as Macau recovers Take share in Las Vegas as the US recovers, particularly if we see a “roaring 20’s” recovery Become the trusted destination of choice for corporate events in Las Vegas in 2H2021 Be the destination of choice for players in the Northeast, growing topline revenue at Encore Boston Harbor Advance our broader sports betting strategy, and become a “go to” destination in Boston if OSB is legalized Develop and expand our non-gaming offerings OUR PROGRESS TO DATE ENABLES US TO: Scale into the rapidly growing online sports betting and i-gaming markets Scale our team, product and marketing as we grow our interactive business

LOBBY ATRIUM, WYNN LAS VEGAS

FLORAL SCULPTURE, WYNN LAS VEGAS HIGH LIMIT SALON, ENCORE LAS VEGAS WING LEI, WYNN MACAU IL TEATRO, WYNN MACAU WING LEI, WYNN LAS VEGAS

Notice of Annual Meeting

Our 2021 Annual Meeting will be held entirely online due to the uncertain nature of travel and other restrictions that may be in place at the time of the meeting.

PURPOSE OF THE MEETING

THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only the Company’s shareholders of record at the close of business on March 12, 2021, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting, and at any adjournments or postponements thereof. Only such shareholders, their proxy holders, and our invited guests may attend the Annual Meeting.

NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our Annual Report for the fiscal year ended December 31, 2020, are available at http://www.wynnresorts.com on the Company Information page under the “Annual Meeting” heading. On or about March 25, 2021, we mailed to our shareholders (other than those who previously requested electronic or paper delivery) a notice containing instructions on how to access our Annual Meeting materials (including the Proxy Statement and our Annual Report for the fiscal year ended December 31, 2020) and how to vote.

PARTICIPATING IN THE VIRTUAL ANNUAL MEETING

To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2021, and log in using the 16-digit control number printed in the box marked by the arrow on your proxy card.

YOUR VOTE IS IMPORTANT

You are encouraged to read the attached Proxy Statement and then cast your vote as promptly as possible by following the instructions on the proxy card you receive. Even if you have given your proxy, you may still vote electronically during the virtual Annual Meeting by visiting http://www.virtualshareholdermeeting.com/WYNN2021, logging in using the 16-digit control number printed in the box marked by the arrow on your proxy card, clicking on the vote button on the screen and following the instructions provided. 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, therefore, it is especially important you return the proxy card with your vote.

By Order of the Board of Directors

Ellen F. Whittemore

Secretary

Las Vegas, Nevada

March 25, 2021

This Proxy Statement and our 2020 Annual Report on Form 10-K are available at http://www.wynnresorts.com on the Company Information page under the “Annual Meeting” heading.

Table

of

Contents

Our board and corporate governance 2021 PROXY STATEMENT Foundation for the Future

Introduction

In this section, Wynn Resorts, Limited (the “Company,” “Wynn Resorts,” or “we”) will tell you about:

Board composition and diversity

Average director tenure: 3.5 years Compared with 7.9 years average tenure for the S&P500 50% (5 of 10) directors are diverse Compared with 28% for the S&P 500 66% (2 of 3) Board committee chairs are women Compared with 26% for the S&P 500 Rooney Rule adopted in 2019 Prevalent at less than 24% of S&P500 Independent Chairman Prevalent at only 34% of S&P500

Our Nominating and Corporate Governance Committee is committed to maintaining a Board of Directors (“Board”) with a broad spectrum of experience and expertise that will promote the presentation and consideration of different points of view, meet the Company’s evolving needs and strengthen our diversity.

In 2019, the Nominating and Corporate Governance Committee reinforced the Board’s commitment to diversity of experiences and perspectives among its members. The Nominating and Corporate Governance Committee amended the Company’s Corporate Governance Guidelines to adopt an NFL-style “Rooney Rule” policy to include, and have any search firm that it engages to include, candidates with a diverse – race, gender, and ethnicity – background when evaluating new candidates for the Board. At that time, the Nominating and Corporate Governance Committee had also established a goal of achieving 50% diversity among Board members. These considerations have been important factors in recent additions to the Board, including the appointment of Mr. Strom to the Board.

As of the 2021 Annual Meeting, our board is 50% diverse, with four female directors and one racially

diverse director.

⁽¹⁾ Comparisons are based on information contained in the 2020 US Spencer Stuart Board Index.

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Director skills and experience

Our current directors exhibit an effective mix of skills, experience and diversity:

Wynn Resorts

board qualifications

and experience

Gaming/Entertainment IndustryPublic Company CEO/Execu_vePublic Company BoardRegulatory/LegalFinancial/Accoun_ngGovt Service/Public PolicyMedia/Investor Rela_onsReal Estate/Project Construc_onGeopoli_calInterna_onalTechnology/DigitalEnvironmental, Social & Governance

Director biographies Biographical and other information for our directors is provided below.

Betsy S. Atkins Chief Executive Officer and Founder, Baja Corporation

Ms. Atkins has been the Chief Executive Officer of Baja Corporation, an independent venture capital firm focused on technology,

renewable energy and life sciences, since 1994. Ms. Atkins currently serves on the Board of SL Green Realty (since April 2015), and other private companies.

Director Since April 2018 Term Expires 2021 Annual MeetingAge 67 Board Committees Compensation, Chair Nominating and Corporate Governance		PREVIOUS EXPERIENCE -  2016 to October 2018: Director, Cognizant Technology Solutions   -  2013 to 2016: Chair, APX Labs (a Google Glass enterprise software company)   -  February 2009 to August 2009: Chair and Chief Executive Officer, Clear Standards (until acquired by SAP)   -  1991 to 1993: Chair and Chief Executive Officer, NCI   -  1989 to 1999: Co-founder, Director, Executive Vice President Sales, Marketing, International Operations, Ascend Communications (until acquired by Lucent Technologies)   -  Previously served on the boards of Schneider Electric, HD Supply Holdings, Polycom, SunPower, Chico’s FAS, Ciber, Darden Restaurants   -  Formerly Chairman, Executive Advisory Board, SAP, AG, an advisor to British Telecom and presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee   EDUCATION Ms. Atkins graduated with a B.A. from the University of Massachusetts.   EXPERTISE Ms. Atkins brings to our Board executive leadership and operational experience in various technology, food & beverage and retail industries, as well as significant public board experience and executive compensation, sustainability and enterprise risk management expertise.   Gaming/Entertainment Industry experience Public Company CEO/Executive experience Public Company Board experience Gov’t Service/Public Policy experience Media/Investor Relations experience Real Estate/Project Construction experience International experience Technology/Digital experience Environmental, Social & Governance experience

		2021 PROXY STATEMENT

Richard J. Byrne President, Benefit Street Partners

Mr. Byrne has been the President of Benefit Street Partners since 2013. He also serves as Chairman and Chief Executive Officer of Business Development Corporation of America and Chairman and Chief Executive Officer of Benefit Street Partners Realty Trust, Inc. since 2016. Mr. Byrne is also the Chairman and Chief Executive Officer of Broadtree Residential, Inc. and Broadstone Real Estate Access Fund, since 2020. He currently serves on the Board of New York Road Runners (since 2009). He is also the Founder and Chief Executive Officer of Kasai Elite Grappling Championships.

Director Since August 2018 Term Expires2023 Annual Meeting Age 60 Board Committees Audit (Financial Expert) Compensation		PREVIOUS EXPERIENCE -  1999 to 2013: Chief Executive Officer, Deutsche Bank Securities, Inc. (2008-2013); Global Co-Head of Capital Markets at Deutsche Bank (2006-2013); member of the Global Banking Executive Committee and the Global Markets Executive Committee (2001-2010)   -  1985 to 1999: Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research at Merrill Lynch & Co.   -  Highly-ranked credit research analyst, principally in the gaming, lodging and leisure sector   EDUCATION Mr. Byrne graduated with a B.A. from Binghamton University and a Masters of Business Administration (M.B.A.) from the Kellogg School of Management at Northwestern University.   EXPERTISE Mr. Byrne has extensive high-level experience in the investment banking and financial services industries, adding expertise in corporate finance and substantial knowledge of the public and private capital markets to our Board. Mr. Byrne also has a deep background in the casino industry.   Gaming/Entertainment Industry experience Public Company CEO/Executive experience Public Company Board experience Financial/Accounting experience Real Estate/Project Construction experience International experience

Jay L. Johnson Retired

Admiral Johnson retired as Chairman and Chief Executive Officer of General Dynamics Corporation, a publicly traded manufacturer of defense, aerospace, and other technology products, in December 2012. Admiral Johnson is a member of the Council on Foreign Relations and currently serves as a director of the U.S. Naval Academy Foundation and The Peregrine Fund.

Matt Maddox Chief Executive Officer, Wynn Resorts, Limited

Mr. Maddox has served as the Company’s Chief Executive Officer since February 2018 and served as President from November 2013 to May 2019. He has been a member of the Board of Directors of Wynn Resorts, Limited since August 3, 2018. He was a non-executive Director of Wynn Macau, Limited from March 28, 2013 until he was re-designated as an Executive Director, upon his appointment as CEO of Wynn Macau, Limited, in February 2018. From March 2008 to May 2014, Mr. Maddox was the Company’s Chief Financial Officer. Since joining Wynn Resorts in 2002, Mr. Maddox has served as the Company’s Senior Vice President of Business Development and Treasurer, as the Senior Vice President of Business Development for Wynn Las Vegas, as the Chief Financial Officer of Wynn Resorts (Macau), S.A., and as the Company’s Treasurer and Vice President-Investor Relations. Mr. Maddox also serves as an officer of several of the Company’s subsidiaries.

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Patricia Mulroy Non-Resident Senior Fellow for Climate Adaptation & Environmental Policy, Brookings Institution; Practitioner in Residence, Saltman Center for Conflict Resolution, William S. Boyd School of Law, University of Nevada, Las Vegas

Ms. Mulroy is currently a Non-Resident Senior Fellow for Climate Adaptation and Environmental Policy for the Brookings Institution and a Practitioner in Residence at the Saltman Center for Conflict Resolution at the William S. Boyd School of Law at the University of Nevada, Las Vegas. Ms. Mulroy operates a consulting firm representing both corporate and government clients in water matters. Ms. Mulroy is a recognized expert in climate related adaptation strategies for both governments and corporations. Ms. Mulroy recently completed her term as a member of the Global Agenda Council on Water of the World Economic Forum.

Margaret J. Myers Senior Advisor to the Governor of California and Director of the Governor’s Office of Business and Economic Development

Ms. Myers is currently Senior Advisor to the Governor of California and Director of the Governor’s Office of Business and Economic Development. From September 2014 to April 2020, Ms. Myers was Executive Vice President, Worldwide Corporate Communications and Public Affairs for Warner Bros. Entertainment, a broad-based entertainment company.

Clark T. Randt Jr. President, Randt & Co. LLC

Ambassador Randt is currently President of Randt & Co. LLC, which advises firms with interests in China. Ambassador Randt has been a Director of Valmont Industries since February 2009, a Director of United Parcel Service since August 2010, and a Director of Qualcomm Inc. since October 2013. Ambassador Randt is also a member of the Council on Foreign Relations. Ambassador Randt is a member of the New York State Bar Association, was admitted to the Hong Kong Bar Association, and has over 25 years of experience in cross-border corporate and finance transactions.

Director Since October 2015 Term Expires 2023 Annual Meeting Age 75 Board Committees Compensation		PREVIOUS EXPERIENCE -  2001 to 2009: United States Ambassador to the People’s Republic of China   -  Previously, partner at Shearman & Sterling, head of China practice   EDUCATION Ambassador Randt graduated with a B.A. from Yale University, and has a J.D. from the University of Michigan Law School.   EXPERTISE Ambassador Randt’s service as the U.S. Ambassador to the People’s Republic of China and his ongoing expertise regarding China give him a unique perspective on international business and foreign policy issues. Additionally, his fluency in Mandarin Chinese and extensive China experience make him well-suited to meaningfully contribute to the Board’s oversight of the Company’s operations in Macau.   Public Company Board experience Regulatory/Legal experience Gov’t Service/Public Policy experience International experience Geopolitical experience Environmental, Social & Governance experience

		2021 PROXY STATEMENT

Philip G. Satre Retired

Mr. Satre has served as the Non-Executive Chair of the Board since November 2018 and joined the Board as Vice-Chairman in August 2018. In the not-for-profit sector, Mr. Satre is President of the National Center for Responsible Gaming; a Trustee of The National World War II Museum; serves on the Board of the National Automobile Museum – The Harrah Collection in Reno, Nevada; and serves on the Stanford Alumni Association Board of Directors.

Director Since August 2018 Term Expires 2021 Annual Meeting Age 71 Board Committees Nominating and Corporate Governance		PREVIOUS EXPERIENCE -  1980 to 2005: Various roles at Harrah’s Entertainment, Inc. with increasing responsibility, including Vice President, General Counsel and Secretary; President and Chief Executive Officer of its gaming division; culminating in service as CEO and Chairman   -  Previously served on the boards of Nordstrom, Inc., International Game Technology PLC, NV Energy, Tabcorp Holdings Ltd. (Australia), and Rite Aid Corporation   -  Various roles in non-profits, including as Chairman of the Guinn Center for Policy Priorities (2013 to 2018) and Emeritus Member of the Stanford University Board of Trustees (2005 to 2010)   EDUCATION Mr. Satre graduated with a B.A. from Stanford University and a J.D. from the University of California, Davis.   EXPERTISE Mr. Satre’s prior experience as an executive in our industry brings the Board extensive understanding of the complex financial, regulatory, operational, and strategic challenges we face, while his prior experience as a director across a diversity of industries adds additional expertise in matters of good corporate governance and effective Board oversight.   Gaming/Entertainment Industry experience Public Company CEO/Executive experience Public Company Board experience Regulatory/Legal experience Financial/Accounting experience Media/Investor Relations experience Real Estate/Project Construction experience International experience

Darnell O. Strom Partner & Head of Culture and Leadership, UTA

Mr. Strom is a Partner & Head of the Culture and Leadership Division at premiere entertainment agency, UTA. Strom represents transformative talent, brands, and organizations across entertainment, media, sports, fashion, the arts, entrepreneurship, politics, and thought leadership.

Director Since October 2020 Term Expires 2021 Annual Meeting Age 39 Board Committees Audit Nominating and Corporate Governance		PREVIOUS EXPERIENCE -  2012 to 2019: Agent, Creative Artists Agency   -  2010 to 2012: Executive, Creative Artists Agency Foundation   -  2006 to 2010: Deputy Director of Development, William J. Clinton Foundation   -  2005 to 2006: Deputy Director of Scheduling & Advance, Office of President William J. Clinton   EDUCATION Mr. Strom graduated with a B.S. (with honors) from Florida A&M University.   EXPERTISE Mr. Strom’s decades of experience in entertainment, media, and sports, along with the relationships he has established, will be a significant benefit to the Board. Mr. Strom brings to our Board significant industry expertise in media, sports, entertainment, music, fashion, the arts, branding and thought leadership.   Gaming/Entertainment Industry experience Gov’t Service/Public Policy experience Geopolitical experience Technology/Digital experience

Winifred M. Webb Chief Executive Officer, Kestrel Corporate Advisors

Ms. Webb has been Chief Executive Officer of Kestrel Corporate Advisors, an advisory services firm, since 2013. Ms. Webb currently serves on the Board of Trustees of American Homes 4 Rent (since January 2019) and the Boards of AppFolio, Inc. (since December 2019) and ABM Industries (since 2014).

Director Since August 2018 Term Expires 2022 Annual Meeting Age 63 Board Committees Audit, Chair (Financial Expert)		PREVIOUS EXPERIENCE -  2010 to 2013: Managing Director, Tennenbaum Capital Partners, now part of BlackRock   -  2008 to 2010: Member of the Corporate Executive team and senior advisor, Ticketmaster   -  1988 to 2008: Various senior positions, including as Senior Vice President of Investor Relations and Shareholder Services, and governance outreach, The Walt Disney Company; Executive Director, The Walt Disney Company Foundation   -  Previously held various investment banking positions   -  Prior service on the boards of TiVo, Jack in the Box, 9 Spokes, and nonprofit PetSmart Charities   EDUCATION Ms. Webb graduated with a B.A. (with honors) from Smith College and received her M.B.A. from Harvard University.   EXPERTISE Ms. Webb brings to our Board significant industry expertise in travel and tourism, hospitality, food and beverage, media and entertainment, retailing, and facilities services. Ms. Webb’s experience developing award-winning investor relations, strategic communications, brand-building programs and extensive, public company board service contribute to the Board’s ability to provide creative solutions in strategic planning and board governance.   Gaming/Entertainment Industry experience Public Company CEO/Executive experience Public Company Board experience Financial/Accounting experience Media/Investor Relations experience Real Estate/Project Construction experience International experience Technology/Digital experience Environmental, Social & Governance experience

		2021 PROXY STATEMENT

Why our board governance is effective

(1) The responsibilities for the Board chair are disclosed in our Corporate Governance Guidelines available on our website. This Proxy Statement contains hyperlinks to information on our website. The information on our website is not incorporated by reference into this Proxy Statement.

(2) All of our non-executive Board members qualify as “independent” under NASDAQ listing rules. All members of the Audit and Compensation Committees satisfy the independence requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(3) Our CEO’s compensation is established and reviewed by the Compensation Committee, all of whose members are independent. The Compensation Committee engages an independent third party to evaluate the level of the compensation provided to our NEOs. This evaluation was last completed in 2020 by Radford as described in the “Compensation Discussion and Analysis”.

(4) Pursuant to the Company’s Trading Policy, our directors and executive officers are prohibited from engaging in speculative transactions in the Company’s securities, such as trading in puts and calls, or selling securities short, and from all hedging and prospective pledging of Company securities as collateral for any loan, including holding securities in a margin account and obtaining a loan or other margin credit under such account, unless approved in advance by the Board.

(5) Our Trading Policy requires any executive who, at the time of the transaction owns more than $15 million of Company stock, and all directors to enter into a 10b5-1 plan for transactions related to our securities.

Board committees

The Board of Directors has three standing committees, each comprised solely of independent directors: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The written charters for these committees are available on our website at http://www.wynnresorts.com under the heading “Corporate Governance” on the Company Information page.

C Chair; F Financial Expert within the meaning of SEC regulations

AUDIT COMMITTEE

At each regular meeting, the Audit Committee meets in executive session with the Company’s independent auditors, General Counsel, Chief Audit Executive, President and Chief Financial Officer, and Chief Global Compliance Officer to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance, and other matters. As part of its program of regular oversight, the Audit Committee is responsible for overseeing cybersecurity risk and information security. The Audit Committee receives regular reports from the Company’s Chief Information Security Officer on the Company’s cybersecurity risk profile and enterprise cybersecurity program, which are communicated to the full Board. The independent auditors have complete access to the Audit Committee without management present to discuss the results of their audits and their opinions on the adequacy of internal controls, quality of financial reporting, and other accounting and auditing matters.

KEY RESPONSIBILITIES

COMPENSATION COMMITTEE

The Compensation Committee sets all elements of compensation for our named executive officers (“NEOs”) based upon consideration of our NEO’s contributions to the development and operating performance of the Company, and is primarily responsible for monitoring risks relating to the Company’s compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee considers the recommendations of the CEO in establishing compensation for all NEOs, other than the CEO. The CEO is not present during the voting or deliberations regarding his compensation. In addition, the CEO performs annual reviews of all of our senior management and makes recommendations to the Compensation Committee concerning their compensation. The Compensation Committee reviews the recommendations and makes final decisions regarding compensation for members of our senior management.

The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of executive officer and employee compensation and benefit programs. In 2020, the Compensation Committee retained Radford, a business unit of AON plc (“Radford”), a nationally recognized independent compensation consulting firm, to assist in performing its duties. Radford does not provide services to the Company other than the advice on director and executive compensation that it may provide the Compensation Committee when requested. In 2020, Radford provided the Compensation Committee with a peer group review and competitive compensation analysis, in connection with the Compensation Committee’s review of compensation levels of our NEOs. The Compensation Committee retains sole responsibility for engaging advisors and meets with advisors, as needed, in the Compensation Committee’s sole discretion. Each of the members of

		2021 PROXY STATEMENT

the Compensation Committee bring a wealth of experience from their public and private board experience and their respective executive roles, which enables the Committee to effectively oversee the design and practice of linking executive compensation to company performance.

KEY RESPONSIBILITIES

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are appointed by the Board each year. The members of the Compensation Committee that served in 2020 were Ms. Atkins, Mr. Byrne, Ms. Myers and Amb. Randt. No member of the Compensation Committee is, or was formerly, one of our officers or employees. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Nominating and corporate governance committee

The Nominating and Corporate Governance Committee seeks to have the Board represent a diversity of backgrounds and experience and assesses potential nominees in light of the Board’s current size and composition.

The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and robust engagement in the strategic planning process, and have a reputation for honest and ethical conduct in both his or her professional and personal activities. The Nominating and Corporate Governance Committee may, from time to time, develop and recommend additional criteria for identifying and evaluating director candidates. In addition, the Nominating and Corporate Governance Committee examines a candidate’s other commitments, potential conflicts of interest, and independence from management and the Company. The Nominating and Corporate Governance Committee and Board believe that differences of viewpoint, professional experience, individual characteristics, personal background, qualities, skills, qualifications, gender, ethnicity, and race help generate varying perspectives and that those varying perspectives are important to the effectiveness of the Board’s oversight of the Company. The Nominating and Corporate Governance Committee proactively considers

diversity by annually reviewing with the Board the Board’s composition as a whole and recommending, if appropriate, measures to be taken so that the Board reflects the appropriate balance of knowledge, depth, diversity of backgrounds and experience, and the skills and expertise required for the Board as a whole. The Nominating and Corporate Governance Committee assesses the effectiveness of this policy by periodically reviewing the Board membership criteria with the Board. This assessment enables the Board to update the skills and experience it seeks in the Board as a whole and in individual directors, as the Company’s needs evolve and change over time.

In 2019, the Nominating and Corporate Governance Committee amended the Company’s Corporate Governance Guidelines to establish an NFL- style Rooney Rule policy to consider candidates with diverse backgrounds when evaluating new candidates for the Board. This change was implemented to ensure that any initial slate of candidates includes those with a diversity of race, gender and ethnicity. Additionally, the Nominating and Corporate Governance Committee had established a goal of 50% diversity among Board members, which we have achieved this year.

In 2019, the Nominating and Corporate Governance Committee revised the annual Board self-evaluation process. Beginning with the 2019 self-evaluation, the Board conducts a three-part evaluation process coordinated by the General Counsel. Each Board member participated in an evaluation of the full Board, each of the Committees on which he or she serves, and individual Board member performance. A summary report of the results was prepared by the General Counsel and presented to the full Board and to each Committee. The Board uses the results in preparing action items as necessary.

KEY RESPONSIBILITIES

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CONSIDERATION OF CANDIDATES RECOMMENDED BY SHAREHOLDERS

Our Nominating and Corporate Governance Committee is pleased to consider director candidates recommended by shareholders. In considering such candidates, the Nominating and Corporate Governance Committee will take into consideration the Board’s current size and composition; the needs of the Board, including the skills and experience of existing directors; and the qualifications of the candidate. To have a candidate considered by the Nominating and Corporate Governance Committee, a shareholder must submit the recommendation in writing and include the following information:

The shareholder recommendation and information described above must be sent to Wynn Resorts, Limited, c/o Corporate Secretary at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

If the Nominating and Corporate Governance Committee determines to pursue consideration of a person who has been identified as a potential candidate, the Nominating and Corporate Governance Committee may take any or all of the following steps: collect and review publicly available information regarding the candidate, contact and request information from the candidate, vet the candidate’s credentials, conduct one or more interviews with the candidate and contact one or more references provided by the candidate or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Corporate Governance Committee’s evaluation process takes into account the candidate’s accomplishments and qualifications, including in comparison to any other candidates that the Nominating and Corporate Governance Committee might be considering, and does not vary based on whether or not a candidate is recommended by a shareholder.

Board role in risk oversight

The Board’s goals are to build value for the Company’s shareholders and to promote the vitality and sustainability of the Company for its customers, employees, jurisdictions in which it does business, our planet, and the other individuals and organizations that depend on the Company.

To achieve these goals, the Board monitors the performance of the Company (in relation to its goals, strategy, risks and competitors); reviews the Company’s compliance efforts; and, through the Compensation Committee, evaluates and addresses the performance of management, including the Chief Executive Officer.

The Board has an active role in overseeing the Company’s areas of risk.

COMPLIANCE COMMITTEE

The Company maintains a Compliance Program that features a completely-independent Compliance Committee comprised of individuals with extensive familiarity with law enforcement, regulated businesses, ethics, and/or gaming compliance who are not otherwise affiliated with the Company, to oversee and promote the Company’s compliance and to ensure that the Company meets the Company’s strict policy to conduct business at the highest levels of honesty and integrity: Thomas Peterman, former Senior Vice President and Chief Compliance Officer for MGM Resorts International (Chair); Michelle Chatigny, former Vice President, Global Regulatory and Product Compliance for International Game Technology; and Edward Davis, former Commissioner of the Boston Police Department. Chair Satre and Ms. Mulroy serve as ex officio members of the Committee and representatives of the Board. Ms. Webb also attends the meetings of the Compliance Committee The Compliance Program is subject to review and approval of the Nevada Gaming Control Board and the Massachusetts Gaming Commission.

Board meetings/annual meeting

The Board met 18 times during 2020. All of our Board attended more than 90% of the meetings of the Board and of the Committees on which they served. In accordance with our Corporate Governance Guidelines, each of our directors is expected to participate in the Annual Meeting. All of our directors attended the 2020 Annual Meeting.

Board communication and engagement

Our Board believes in listening to and communicating with shareholders. We believe our work should be informed by input from those who share a financial stake in our success.

We provide a number of ways for shareholders to communicate with the Board and management:

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Shareholder engagement

We regularly engage with shareholders and other stakeholders to receive their insights on significant issues, including company performance and strategy, corporate governance, executive compensation, and environmental, social, and governance topics. Management provides the Board with extensive analysis of shareholder feedback and shareholder voting results. As a result of this review, over the last several years, the Board has made significant changes to compensation practices, governance matters and ESG reporting.

The Board and Company management remain committed to frequent and robust shareholder engagement. We have made important updates to our pay plans and corporate governance documents and policies based on our changing needs and the input we have received from engagements with our shareholders.

Based on specific feedback received, the Board adopted the SASB reporting metrics that were included in our 2019 ESG Report. The Board believes that these metrics provide greater transparency in our reporting as well as heightened accountability to our stakeholders.

Board compensation

Directors who are not employees of the Company currently receive fees for service on the Board and Committees as follows:

Each non-employee director also receives a $1,500 meeting fee for each Board or Committee meeting he or she attends. In addition, non-employee directors are granted annual equity awards in the form of stock options or restricted stock determined annually at a meeting of the Board. In response to the COVID-19 pandemic and the financial impact on the Company, each non-employee director elected to receive a certain amount of stock in lieu of the monthly fee for their Board service. For 2020, each non-employee director received a grant of restricted stock equal in value to $250,000 (determined as of the June 24, 2020 grant date) that vests 25% per year on each of the first four anniversaries of the date of grant, subject to continued service through each vesting date. Ex officio members of the Compliance Committee receive an annual retainer of $75,000. The Chair of the Audit Committee receives an attendance fee of $1,500 for telephonic meetings and $2,500 for in-person meetings of the Compliance Committee. The Chair of the Board receives an annual retainer of $100,000. All directors are provided complimentary room, food and beverage privileges at our properties and are reimbursed for any other out-of-pocket expenses related to their attendance at Board or Committee meetings or other corporate events. Directors from time to time may receive other benefits as discussed in the table below under “All Other Compensation.” The Company does not provide non-equity incentive plan awards or deferred compensation or retirement plans for non-employee directors.

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The table below summarizes the total compensation awarded to, earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2020. Mr. Maddox receives no compensation for his service as a director and, therefore, is not included in this table.

(1) The amounts set forth in this column reflects each non-employee director’s total annual fees, inclusive of their respective total annual retainer fees. On March 23, 2020, in response to the COVID-19 pandemic, Ms. Atkins, Messrs. Byrne and Satre, Admiral Johnson, Ms. Myers, Ambassador Randt, and Ms. Webb each elected to receive 100% of the remainder of their respective annual retainer fees in the form of a restricted stock award, and Ms. Mulroy and Ambassador Randt each elected to receive 33% of the remainder of their respective annual retainer fees in the form of a restricted stock award. The full annual fees for each such non-employee director are reflected above in the Fees Earned or Paid in Cash column and the incremental value of such restricted stock awards, as computed in accordance with FASB ASC Topic 718, is included in the Stock Awards column. Such incremental amounts included in the Stock Awards column were: for Ms. Atkins, Mr. Byrne, Admiral Johnson, Ms. Myers, and Ms. Webb, $8,540 each; for Mr. Satre, $22,774; and for Ms. Mulroy and Ambassador Randt, $2,824 each. The number of shares each Non-employee Director was granted was determined based on each of their respective annual fees for the remainder of the year and the 3-day volume weighted average of the Company’s stock price ending March 20, 2020.    

(2) The amounts set forth in this column reflect 1) the incremental value of restricted stock awards granted in exchange for a voluntary reduction of a portion of the non-employee director’s annual retainer fees for the remainder of 2020 in response to the COVID-19 pandemic, as described in the preceding footnote (1): for Ms. Atkins, Mr. Byrne, Admiral Johnson, Ms. Myers, and Ms. Webb, $8,540 each; for Mr. Satre, $22,774; and for Ms. Mulroy and Ambassador Randt, $2,824 each; 2) the aggregate grant date fair value of 3,324 restricted stock awards granted to each director on June 24, 2020, except for Mr. Strom; and 3) the aggregate grant date fair value of 3,000 shares of fully vested stock granted on November 4, 2020 to Mr. Strom, who was appointed to the Board of Directors effective October 14, 2020. The aggregate number of unvested stock awards held by each director at December 31, 2020, is as follows: Ms. Atkins, Ms. Myers and Ms. Webb, 5,305 each; Admiral Johnson, Ms. Mulroy, and Ambassador Randt, 5,843 each; Messrs. Byrne and Satre, 4,650 each; and Mr. Strom, none.    

(3) The aggregate number of outstanding option awards held by each director at December 31, 2020, is as follows: Admiral Johnson 10,000 vested; Ambassador Randt 7,000 vested; and Ms. Mulroy 6,700 vested.

(4) For each director “All Other Compensation” consists entirely of cash dividends accrued on unvested stock, which is paid if and when the stock vests.    

2021 PROXY STATEMENT The future of Service-Driven UMC VACCINATION CENTER AND LIGHTHOUSE COVID TESTING LAB AT WYNN LAS VEGAS. We lead the hospitality industry in helping both guests and our communities prevent the spread of COVID-19. Our public/private partnership with Clark County’s University Medical Center led to the development of a COVID-19 Vaccination Center onsite at Encore Las Vegas. That Vaccination Center can facilitate up to 1,000 vaccinations per day and operates five days a week. In March, we opened the Lighthouse COVID-19 Testing Lab at Wynn Las Vegas (pictured opposite page). The custom-built, 3,000 square-foot lab provides meetings and convention groups onsite access to low-cost, same-day PCR tests. It also allows guests to conveniently obtain a COVID-19 test before arriving at their home airport or returning to work. Our significant employee testing program is processed through the lab, which also processes tests for the Clark County Nevada School District athletic programs, thereby assisting our Las Vegas community’s return to normal student activity.

LIGHTHOUSE COVID - 19 TESTING LAB AT WYNN LAS VEGAS

Our people and our stewardship 20 Foundation for the Future 2021 PROXY STATEMENT

Introduction

In this section we will tell you about:

Being socially responsible is not simply a catch-phrase at Wynn Resorts.

It is an essential mindset that is built into all our operations and business plans.

Under the direction of the Board, our executive team has set forth a strong set of values that supports our employees and their families, our communities and our planet. Our Board and executive team understand that being socially responsible is not only the right thing to do, it is a business imperative. Long-term value is only possible if all the Company’s stakeholders thrive, including our shareholders, employees, suppliers, the communities in which we operate and the environment. The Board has committed to a set of Environmental, Social and Governance (“ESG”) goals to drive long-term corporate value, and to measuring and reporting our progress toward our goals in each of these areas through certain Sustainability Accounting Standards Board (“SASB”) metrics.

The foundation of our ESG approach is our best-in-the-business corporate governance, discussed throughout this Proxy Statement.

At a corporate level, our overarching commitment to social responsibility includes:

In North America, we have taken a leading role in the hospitality industry’s transition to clean and sustainable sources of energy. Our investments in alternative energy, including on-site solar facilities and notably, a 160-acre solar facility in Northern Nevada, have earned us an invitation to join the U.S. Environmental Protection Agency’s Green Power Partnership and a top ranking among Fortune 500 companies that voluntarily use green power to reduce air pollution and other environmental impacts associated with electricity use.

We benefit from a diverse and inclusive workforce in which divergent perspectives create a thoughtful approach to solving business challenges. We encourage our employees to avail themselves of numerous leadership and development opportunities and use our resources to also assist in the education and development of the next generation of employees and leaders. In this extraordinary year, we have focused on the well-being of our employees and renewed our focus on diversity and inclusion.

We are also fully committed to supporting our communities in the Las Vegas and Boston areas, through our corporate giving program and through the Wynn Employee Foundation (“WEF”), which fosters charitable giving and volunteerism among Wynn employees and community partners.

		2021 PROXY STATEMENT

In Macau and across the Greater Bay Area (the region encompassing Macau, Hong Kong and southern Guangdong Province), we strive to drive reinvestment in our community, encourage volunteerism, and promote responsible gaming through our Wynn Care program. Since launching this program in Macau, we have centralized our community-focused initiatives under one umbrella and meaningfully increased our involvement in various volunteer activities and community events in Macau, the Greater Bay Area, and beyond. We are also fully committed to the sustainable development of Macau and endeavor to provide our guests with a premium experience while remaining environmentally conscious by monitoring and reducing inefficient consumption and embracing technologies that help us to responsibly use our resources. In addition, we provide our employees in Macau with numerous professional development and training opportunities to elevate core and leadership skills.

Our people

HUMAN CAPITAL MANAGEMENT

Our core philosophy that “Only People Can Make People Happy” has resulted in a culture focused on the engagement and happiness of our employees.

In the face of the COVID-19 pandemic, we began addressing the widespread and unexpected business challenges it created by focusing on the well-being of our greatest asset: our employees. In 2020, we:

Beyond our responses to the pandemic, we remain committed to the success of each of our approximately 27,500 employees. We are leaders in the industry in employee retention because we provide exceptional benefits, are committed to diversity and inclusion, and create opportunities for advancement through extensive educational programs.

EMPLOYEE BENEFITS

Contributing to our motivated workforce is a collection of employee programs and benefits that are the envy of our industry. We continue our work on pay and promotion equity, making changes as we find discrepancies. Some of our most popular benefits are voluntary ones such as home or even pet insurance. Each employee with a newborn is eligible for a $250 perfect start award and our Paid Parental Leave program is among the most generous programs in Las Vegas, as is our employee and family scholarship programs, both in North America and in Macau.

Our bonus and equity incentive programs for mid-level executives and above are designed to encourage long-term employment and alignment with shareholder interests. Our bonus and long-term incentive programs are overseen by the Compensation Committee.

DIVERSITY AND INCLUSION

Diversity and inclusion are the cornerstone of our human capital management efforts, and fully supported by the Board and senior management. Our CEO is a signatory to the CEO Action for Diversity and Inclusion Pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. We are committed to standing up publicly for our beliefs and practices, with Matt Maddox issuing strong statements against racism and publicly confirming his commitment to diversity:    

“Racism has no place in our society. The Wynn family is made up of every race, color and creed- representing the very best of Las Vegas and Boston. Now is the time for us to stand united, come together and work for change.”

“On this 155^th anniversary of Juneteenth, we ask that each of us pause for a moment and decide what we will commit to do today to increase equality and eliminate racism in our community.”

EXCEPTIONALLY DIVERSE WORKFORCE

U. S . E XE C U T IVE S 31% Minority 34% Women 69% Minority 46% Women U.S. WORKFORCE MAC AU WORKFO RC E 69% Local 55% Local WomenU. S . E XE C U T IVE S 30% Minority 34% Women 71% Minority 46% Women U.S. WORKFORCE MAC AU WORKFO RC E 72% Local 55% Local Women

While these commitments and statements are recent, the evidence of our workforce demonstrates that the commitment is not: over 70% of our line level employees are ethnically diverse and over 50% of our managers are ethnically diverse.

We have also implemented or endorsed a number of different opportunities to encourage and support diversity in the workplace, including establishing affinity groups, sponsoring employees to participate in a U.S. citizenship program, with 84 employees taking advantage of the opportunity in 2020, training our employees on diversity, inclusion and implied biases and offering English as a second language. We also sponsored “Race and Racism in Nevada, Conversations to Better Understand our Diverse Community,” a five-part series on Nevada Public Radio.    

		2021 PROXY STATEMENT

TRAINING AND DEVELOPMENT

We foster the growth and development of our employees to ensure that they remain best-equipped to deliver the singular customer service at each of our resorts. Across our resorts, we maintain an extensive program of training and development focused on skills development and career advancement. While large-scale in-person trainings were impossible due to the constraints of physical distancing requirements, we offered an online executive development series and encouraged team building and leadership skills with GIFT (Great Ideas From Teams) an operational improvement program. As our business returns to pre-COVID levels, we will relaunch our mentorship and leadership development programs.

MENTORSHIP PROGRAMS

Mentorship programs across Wynn Resorts properties are building a culture of internal mentorship, professional support, and personal development, pairing supervisors and managers with senior executives, including the resort presidents.

WE STRIVE

The WE Strive Program, through which we provide leadership development training to high-potential, line-level employees interested in pursuing a management career, is a three-month program covering leadership, team building, public speaking, emotional intelligence, conflict resolution, professional communication, and personal development.

SCHOLARSHIP AND TUITION REIMBURSEMENT

North American employees are eligible for WEF-sponsored scholarships awarded annually. Additionally, employees who are pursuing a college degree in an industry-related field are eligible for tuition reimbursement. We similarly fund scholarships for local talent in Macau.

Our communities

In the face of a global pandemic, which affected every aspect of our business, we continued to take care of our communities by:

Wynn’s legacy as an agent of change is supported and extended by the collective spirit of service in the hearts of our approximately 27,500 global employees. Together, they have inspired our corporate culture of giving, bettering our home communities for generations to come For instance, our employees in North America contributed over $500,000 to the Wynn Employee Foundation. Along with matching contributions from the Company, these donations helped fund organizations dealing with food insecurity and domestic violence as a result of the COVID-19 pandemic.

WEF FUNDRAISING AND VOLUNTEERISM 2017-2020

$0$100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,0000 10,000 20,000 30,000 40,000 50,000 60,000 70,000 WEF Fundraising and Global Volunteer Hours 2017-2020WEF Fundraising Global Volunteer Hours
EBH WLV Wynn Macau 2020 7,000 13,000 14,000 34,000 2019 6,000 ,44,000 15,000 GLOBAL TOTAL 65,000 2018 4,000 31,882 10,573 46,455 2017 500 20,000 3,000 23,500

To help address physical distancing constraints on traditional forms of volunteerism, we launched a Virtual Volunteer program to provide team members with a digital platform to give back through national and local online volunteer opportunities. Leveraging that program, as well as traditional volunteer opportunities as they presented themselves, our employees volunteered almost 35,000 hours to community organizations by:

		2021 PROXY STATEMENT

We don’t just make a difference in our communities through our charitable efforts, we make a difference by being committed to building relationships with diverse vendors as part of our investment in our community, including partnership with small, minority-, women-, LGBT-, disabled-, and veteran-owned businesses. We are also committed to building partnerships with businesses focused on or located in historically disadvantaged communities.

RESPONSIBLE GAMING

As further commitment to our communities and to our customers, we follow the American Gaming Association’s Gaming Code of Conduct. These practices include:

HUMAN TRAFFICKING PREVENTION POLICY

We recognize the destructive effect of human trafficking on the global community as well as the potential intersection between human trafficking and the hospitality industry. We condemn all forms of human trafficking and are committed to implementing effective systems and controls to prevent human trafficking from taking place at our resorts. Essential to our commitment to combating human trafficking is our continued partnership with law enforcement agencies, as well as our community outreach efforts providing strong support for at risk youths, women, and children within our communities.

Our planet

Being progressive is one of our four core company values. Our commitment to environmental sustainability gives us ample opportunity to demonstrate our leadership and vision in preserving our planet. This means providing award-winning service in our resorts worldwide, in a manner that respects communities, people, and our environment. Our sustainability program focuses on four global goals that will lead Wynn in a responsible and progressive future.

At Wynn Resorts we:

In the same way the pandemic required a global response, we believe that the negative impacts of climate-change and environmental sustainability also requires bold commitments and even bolder actions, we have made public commitments to several significant initiatives that confront the global threat of climate-change including:

We provide extensive disclosure of recent accomplishments, our progress toward and metrics for these and other such objectives, and our roadmap for the future – including details on greenhouse gas emissions, renewable energy, and water intensity data – utilizing the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) frameworks throughout our annual ESG Report available online at https://www.wynnresponsibility/2019_ESG_Report_Wynn_Resorts.pdf. Following are highlights of several long-term initiatives key to achieving these public environmental commitments.

		2021 PROXY STATEMENT

RENEWABLE ENERGY

Wynn Las Vegas’s investment in renewable energy has now installed 20 megawatts of solar capacity at Stillwater, which serves Wynn Las Vegas and offsets up to 75% of summer peak demand, and an additional 2 megawatts of rooftop solar which offsets 100% of the energy required for the south convention space expansion. Wynn Las Vegas has earned 4 Green Globes Certification for green buildings, and now offers Zero Carbon, Zero Waste event services, a compelling advantage for the event business.

The on-site micro-grid at Encore Boston Harbor provides 1 megawatt of rooftop solar generation, and 4 megawatts/8 megawatt hours of battery storage, supporting an additional 3 megawatts of combined heat and power (CHP) generation for the property as well as stability support for the New England Power Grid. This summer EBH, the largest LEED Platinum certified new construction project in New England, will achieve clean peak standard energy. We continue to invest in new energy efficiency measures and renewable energy generation to ensure year over year greenhouse gas emissions continue to decline.

75% Peak-load Demand Renewable in North America First -in -industry Microgrid installedat EBH EPA's Green Power Partnership Fortune 500 List LEED PLATINUM CERTIFIED

WYNN RESORTS 5 YEAR HISTORICAL ANNUAL ENERGY USE By Property in (MWh) 2015-2019 WYNN LAS VEGAS WYNN MACAU WYNN PALACE 191,815 128,994 181,086 117,063 167,025 117,107 115,188 163,633 177,283 112,095 158,063 155,372 98,997 127,391 2016 2017 2018 2019 2020

WASTE MANAGEMENT

Wynn Las Vegas implemented a single-stream recycling system to accelerate our efforts to reduce waste. As a proud partner of Clean the World, we reduce unnecessary waste by collecting the excess soap products from our resorts, which is then recycled and transformed into hygiene kits that will be distributed to underserved communities worldwide.

Wynn Macau, which continues to pioneer new approaches with tackling food waste, was the first in Macau to adopt the ‘Winnow Vision System’ across its properties. This system uses computer vision-based monitoring technology powered by AI and machine-learning to track and measure what food is being wasted, then delivers data-driven insights which enable an analytical approach to food production that enhances efficiency without compromising quality. Since its implementation in a number of Wynn restaurants, the initiative has already cut food waste by up to 35%, and reduced costs, while also ensuring a more responsible use of precious resources.

REDUCING SINGLE-USE PLASTICS

Wynn Las Vegas and Encore Boston Harbor have replaced the most common single-use plastic guest items such as straws, to-go packaging, and plastic bags with environmentally responsible alternative materials, in a global effort to reduce waste. As part of our Zero Carbon, Zero Waste event service, we have partnered with Proud Source water to eliminate all single-use water bottles from our Wynn Las Vegas meetings and convention space.

Wynn Macau became the first integrated resort in the world to install and use at significant scale an on-site Nordaq water bottling plant. This system enables high-quality filtered water to be produced locally and served in reusable glass bottles. As a result, Wynn Macau phased out the use of plastic water bottles in our food and beverage operations in 2020. We currently plan to have plastic bottles phased out of our hotel operations by year-end 2021.

		2021 PROXY STATEMENT

EXECUTIVE OFFICERS

Our Executive Officers as of March 12, 2021 are:

Our executive officers are appointed by the Board and serve at the discretion of the Board, subject to applicable employment agreements.

NON-DIRECTOR EXECUTIVE OFFICERS

Craig S. Billings President and Chief Financial Officer

Mr. Billings is the Company’s President and Chief Financial Officer, a position he has held since May 2019. On August 17, 2018, Mr. Billings was appointed a Non-Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company. Mr. Billings joined the Company in March 2017 as the Company’s Chief Financial Officer and Treasurer.

Joined Wynn March 2017 Age 48		PREVIOUS EXPERIENCE -  2015 to 2017: Gaming industry independent advisor and investor   -  2012 to 2015: Chief Digital Officer, Strategy & Business Development Managing Director, various roles, Aristocrat Leisure Ltd.   -  Previously Vice President in the Investment Banking Division of Goldman Sachs in both New York and London, covering the gaming industry   -  Previously Manager in the Audit Division of Deloitte & Touche in Las Vegas, NV   -  2015 to 2018: Director and Non-Executive Chairman, NYX Gaming Group (now part of Scientific Games)   EDUCATION Mr. Billings graduated with a B.S. (cum laude) in Accounting from the University of Nevada, Las Vegas, and received an M.B.A. from Columbia Business School. Mr. Billings is a Certified Public Accountant.

Ellen F. Whittemore Executive Vice President, General Counsel and Secretary

Ms. Whittemore is the Company’s Executive Vice President, General Counsel and Secretary, a position she has held since July 2018.

Joined Wynn July 2018 Age 64		PREVIOUS EXPERIENCE -  2016 to 2018: Shareholder of Brownstein Hyatt Farber Schreck LLP   -  2014 to 2016: Sole manager of the Whittemore Gaming Group, LLC   -  Previously owner and President of Las Vegas Sports Consultants, a sports information service for Nevada sports pools   -  Previously Of Counsel in the Las Vegas office of the law firm Lionel Sawyer & Collins for more than 20 years   EDUCATION Ms. Whittemore graduated with a B.A. from the University of Nevada, Reno and received her J.D. from the University of San Diego School of Law. She is admitted to practice before the United States Supreme Court.

The future of Artistry
THE NEW LAKE OF DREAMS.
We’ve reimagined the future of entertainment with two new experiences that can be enjoyed with socially distanced viewing. Our re-envisioned signature spectacle, Lake of Dreams, was developed by its original world-renowned creators and features twelve high-tech artistically diverse acts that combine magic, lights, film, music, sculpture, and puppetry. This theatrical journey, unfolding on a three-acre lake at the base of a 40-foot waterfall, lets guests enjoy the wonder while remaining safely distanced. Foundation for the Future 34

THE LAKE OF DREAMS, WYNN LAS VEGAS 35

Compensation discussion and analysis Foundation for the Future 36

We believe Wynn Resorts is the world’s preeminent designer, developer, and operator of integrated resorts. The Company’s business model integrates luxury hotel rooms, high-end retail, an array of dining and entertainment options, meeting space, and gaming, all supported by superior levels of customer service provided by our more than 27,500 employees. Our operations in Las Vegas, Macau and Boston are designed to attract a wide range of domestic and international customers.

The Compensation Committee relies on best-in-class practices to incentivize and reward executives and all employees for actions that create long-term shareholder value. As a result, our executive compensation practices promote accountability for performance and align incentives with long-term shareholder value. In addition, the Compensation Committee has designed our executive compensation program to attract and retain the best-in-class talent across our business. In this compensation discussion and analysis, or CD&A, we describe our philosophy and approach to executive compensation.

FOR FISCAL 2020, OUR NEOs WERE:

		2021 PROXY STATEMENT

Overview of our executive compensation program

WHY YOU SHOULD VOTE FOR THE 2021 SAY-ON-PAY

Rigorous Design, Accountability and Alignment

Responsiveness to COVID-19 Developments

As disclosed in the sections below, the executive compensation program is predicated on sound principles that clearly link compensation with performance. A significant percentage of CEO compensation is at-risk, with nearly two-thirds of pay being long term. This coupled with robust stock ownership guidelines ensure that the interests of executives and long-term shareholders are aligned.

We continue to make efforts to design and implement a world-class compensation structure that rewards executives for actions that create sustainable returns and shareholder value. Our annual incentives are focused on operational excellence and initiatives that align with our long-term strategy; paying 50% of annual incentives earned in equity sharpen the alignment of interests of executives with long-term shareholders. Our long-term incentives—at least 50% of which are granted as performance-based equity—reward executives in tandem with the creation of long-term value. The annual grants coupled with robust stock ownership guidelines ensure that executives are invested in ensuring the long-term viability of shareholder value.

We frequently engage with our shareholders to ensure that their feedback is reflected in our corporate governance approach, particularly with respect to executive compensation. Based in part on this feedback, the Compensation Committee has made considerable changes in our executive compensation program in recent years and, we believe, these changes contributed to 92.3% of voting shareholders approving our Say-on-Pay proposal at the 2020 Annual Meeting.

COMPENSATION CHANGES RESULTING FROM COVID-19

The COVID-19 pandemic significantly disrupted our operations at each of our properties. Our operations in Las Vegas and in Boston were closed entirely for several months to help slow the spread of COVID-19 in the U.S. and to ensure the safety of our employees, guests, and communities. Our Macau Operations were closed for two weeks and, upon reopening, experienced considerable reductions in visitation due to COVID-19-related regional travel restrictions. As a reflection of our core value to “care about everyone and everything,” we continued to pay our U.S. employees full wages, including estimated tips and full benefits, during the entire period that the applicable property was closed.

In January 2020, before the onset of COVID-19, the Compensation Committee approved annual long-term incentive grants to management consistent with those in prior years. In late Q1 2020, in the early stages of the COVID-19 pandemic, the Board, Compensation Committee and Management shifted its focus to the Company’s overall response to the pandemic and the well-being of all of our employees. During this period, the Company reduced NEO cash salaries by amounts ranging from 35% to 100% through December 31, 2020, as a measure of

cash preservation and, in return, such NEO’s received stock compensation at a comparable amount. A reduction of NEO salaries of 20% was extended from January 1, 2021 to March 31, 2021 without a corresponding stock grant.

As our U.S. properties reopened in Q2 2020 and business operations became modestly predictable, the Compensation Committee addressed 2020 short-term incentives by setting rigorous goals for the second half of the year into considerable market uncertainty and set the target payout for such awards at 40% of historic targets. During Q3, as it became evident that the effects of COVID-19 would be protracted, the Compensation Committee approved a retention stock grant for over 250 U.S. employees to ensure continuity of management through late 2021. A similar grant was provided to over 150 employees in Macau during Q4 2020. The table below summarizes the changes and decisions made in direct response to the pandemic:

CEO EMPLOYMENT CONTRACT EXTENSION AND RELATED PERFORMANCE SHARE GRANT

As disclosed in the 2020 Proxy Statement, CEO Matt Maddox and the Company agreed to extend his employment contract through Dec. 16, 2022. In connection with this extension, the amended contract provided for a restricted stock grant that contemplated the vesting of a total of 45,000 shares at threshold performance, 100,000 shares at target performance, and 180,000 shares at maximum performance, based entirely on the attainment of numerous strategic performance conditions, including, among others, the extension of the Company’s Macau gaming concession, attaining certain performance metrics at Encore Boston Harbor, attaining Great Places to Work certification at Wynn Las Vegas, and advancement of certain of the Company’s business development efforts and conditioned generally on his continued employment.

In August 2020, in order to provide equity incentives broadly throughout the Company as part of the aforementioned retention grant to over 400 employees in the U.S. and Macau, Mr. Maddox requested, and the Compensation Committee agreed to cancel the 140,000 of the maximum of 180,000 of such performance shares underlying Mr. Maddox’s restricted stock grant described above, valued at $6.4 million. As a result, only 40,000 shares of the original 180,000 performance shares subject to such restricted stock grant in February 2020 remain outstanding as of December 31, 2020 and subject to the original performance conditions described above. As such, the effective value of such performance-based restricted stock grant following such forfeiture was valued at $4.4 million, compared with the original grant value of $10.8 million.

		2021 PROXY STATEMENT

The following chart depicts the impact of the forfeiture mentioned above on the CEO’s compensation in 2020.

2020 Proforma/Effective CEO Pay ($ in '000s)Stock Cash $24,572 $18,204 $22,444 $2,128 $16,076 $2,128 Matt Maddox 2020 Total Compensation (Summary Compensation Table) Matt Maddox 2020 Total Compensation (Proforma)

Executive compensation components

(1) % of 2020 Total Compensation (Proforma) for CEO Maddox as displayed in immediately prior chart, excluding Other Compensation. Percentages do not add up to 100% because of rounding.

How we approach executive compensation

Our executive compensation philosophy is to align the interests of executives with those of shareholders by designing incentives that are directly tied to actions which create sustainable long-term shareholder value.

We, the Compensation Committee, believe that our ability to oversee the delivery of operational excellence and sustainable long-term returns to shareholders is inexorably linked to attracting and retaining a high-performing management team.

Hence, the executive compensation program must be designed to attract, reward, and retain executive officers who create continual near- and long-term shareholder value by achieving the Company’s strategic goals. We also believe that stability at the executive level is key to the strength of the Company, particularly given the relatively small pool of executives with gaming experience for whom we compete.

To achieve this, we rely on the following principles:

Pay-for-Sustainable Performance: The majority of our executives’ total compensation is tied to achieving annual and long-term goals that enhance the value of our reputation and brand, sustain the performance and attractiveness of our resorts and drive long-term shareholder value. The Compensation Committee retains discretion to reduce amounts earned and payable when doing so will further these goals. Further, 50% of annual incentive is paid in equity (rather than all cash), and equity is subject to our robust holding requirements.

Shareholder Alignment: Our long-term equity incentives align executives’ interests with those of shareholders and stakeholders. Our executive compensation focuses on key metrics that are critical drivers for realizing our strategic objectives and achieving long-term results. By focusing on regular equity grants that vest over three years and on performance-based awards, we believe that the alignment of interest is strengthened, especially when coupled with robust stock holding requirements for executives (6x base salary for our CEO).

Focus on Compensation Totals and Parity: We evaluate the total amounts of executives’ compensation for parity purposes and assess them relative to the pay practices of major gaming companies and other competitors for talent. The Committee reaffirmed its commitment to right-sized executive compensation by benchmarking total compensation at the median of our peer group and making adjustments for specific skills and experience.

Simplicity and Clarity: We value pay structures that are simple and clear. We believe pay simplicity promotes transparency, avoids incentivizing focus on pay goals at the expense of ongoing excellence and performance, and promotes teamwork.

Attract and Retain Top Talent: Our business spans continents, can be subject to meaningful volatility, requires tight coordination with regulators, depends on knowledge of numerous types of complex operations, requires diligent investment over many years and across business cycles, and is highly dependent on a reputation for excellence, so finding and retaining top talent is a critical element of our compensation.

		2021 PROXY STATEMENT

HOW OUR EXECUTIVE COMPENSATION PHILOSOPHY DRIVES CEO PAY DESIGN

⁽²⁾ Based on 2020 Total Direct Compensation for NEOs excluding the CEO’s employment contract extension grant

How the company has performed

While our year-to-year performance can be significantly impacted by market factors, geopolitical events and investor sentiment, we have delivered significant outperformance since our initial public offering in October 2002 through October 2020. Over that 18-year period, the Company has averaged a 16% annual Total Shareholder Return (“TSR”), (including reinvestment of dividends), which is substantially above the TSR of both the S&P 500 (approximately 10% average annual TSR) and the S&P Consumer Discretionary Index (approximately 12% average annual TSR) over the same time period. We have also delivered an average annual TSR nearly four times our closest industry peers.⁽¹⁾ We believe these results are driven by our focused, long-term investment in our properties and by our relentless dedication to delivering the industry’s best customer experience.

Price Indexed at 100 as of 10/25/2002 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 Oct-2 Oct-3 Oct-4 Oct-5 Oct-6 Oct-7 Oct-8 Oct-9 Oct-10 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-20 WYNN S&P 500 Index S&P Consumer Discretionary Index

⁽¹⁾ Industry peers reflect Las Vegas Sands and MGM Resorts. Las Vegas Sands’ TSR is measured from the market close on the day of their IPO on 12/15/2004 (average annual TSR of approximately 4%). MGM Resorts’ TSR is measured from the close on the date of Wynn Resorts’ IPO on 10/25/2002 (average annual TSR of approximately 4%).

Our key accomplishments in 2020 include:

How we designed incentives in 2020

2020 HIGHLIGHTS:

In 2020, the Compensation Committee:

		2021 PROXY STATEMENT

Role of the Compensation Committee and Management in Setting Compensation: The Compensation Committee sets all elements of compensation for our NEOs based upon consideration of an NEO’s contributions to the operating and strategic performance of the Company. The Compensation Committee considers the recommendations of the CEO in establishing compensation for all other NEOs. In addition, the CEO performs annual reviews of our senior executive officers and makes recommendations to the Compensation Committee. The Compensation Committee reviews the recommendations and makes final decisions regarding compensation for our senior executive officers.

COMPENSATION MIX

We take a multi-year investment approach to our business that focuses on rewarding strong near-term performance and the creation of long-term shareholder value. Because product quality and service excellence are at the core of our strategy, we use annually focused, operations-based pay to highlight the critical importance of performing well each year for each customer. We supplement that with a set of long-term incentives and holding requirements to support the sustainability of our reputation and our ongoing returns. The charts below highlight the focus on equity and at-risk mix of the total direct compensation for our current NEOs based on 2020 compensation outcomes⁽¹⁾:

Cash-Equity Mix for NEOs Cash, 11% Equity, 89% At-Risk Compensation for NEOs Guaranteed, 7% At Risk, 93%

⁽¹⁾ Based on 2020 Total Direct Compensation for NEOs excluding the CEO’s employment contract extension grant and retention grants for all NEOs

2020 Compensation design & decisions

Base Salary: Negotiated employment agreements establish our NEOs’ initial base salaries. We review and adjust their base salaries periodically to stay competitive, to reflect improvements in performance, capabilities, and experience, and reward expansions of responsibility or other extraordinary circumstances. While contractual base salaries for the NEOs as of December 31, 2020 and 2019 were unchanged, cash base salaries for NEOs were reduced by 100%, 50%, and 35% for Mr. Maddox, Mr. Billings, and Ms. Whittemore, respectively, as part of our COVID-19 mitigation efforts as described below.

In March 2020, each of the NEOs elected to receive a portion of their remaining base salary compensation for the 2020 calendar year in the form of a restricted stock award (in lieu of cash) that vested on December 31, 2020 if the NEO remained continuously employed with the Company through such vesting date. The number of shares underlying each NEO’s restricted stock award was determined based on the three-day trailing closing price of the Company’s stock on March 20, 2020, equivalent to the amount of base salary compensation such NEO would have otherwise received. The table below presents the base salary our NEOs were contractually entitled to for 2020. The incremental value of the restricted stock award received in lieu of cash for base salary compensation is included in the “Stock Awards” column to the Summary Compensation Table below, and the applicable incremental amounts are described in the footnote to the “Base Salary” column thereto.

⁽¹⁾ Reflects base salary per each respective NEO’s employment contract.

⁽²⁾ Reflects the actual cash received by each respective NEO for calendar year 2020 as adjusted for an exchange of base salary for a stock compensation grant that vested on December 31, 2020 as previously discussed.

Annual Incentives: In response to the pandemic, the Compensation Committee limited the annual incentive opportunity to 40% of contractual target awards. For the 2020 annual incentive awards granted under our Omnibus Plan, the Compensation Committee applied two performance goals, each related to the second half of the year given that the Company was able to begin opening certain properties at that time and due to the uncertainty surrounding COVID-19 during the first half of the year.

These awards were subject to (i) the limitations set forth in the Omnibus Plan, including the cash and stock grant limits and requirement of continued employment through the end of the calendar year performance period, and (ii) the Compensation Committee’s right, in its discretion, to reduce actual bonus amounts paid, taking into account other performance considerations, including corporate, property level and individual performance, as well as general macroeconomic conditions.

		2021 PROXY STATEMENT

2020 Annual incentive payout:

For the second half of 2020, Actual Adjusted Property EBITDA for our Las Vegas Operations and Encore Boston Harbor was $83.9 million – above the maximum performance level. For the second half 2020, the Company’s market share in Macau was above the Threshold level, but below the maximum performance level. Based on the 2020 results, in January 2021, the Compensation Committee determined the actual award payouts as set forth below, with the award being split equally in cash and stock and the target level set at 40% of contractual target levels:

⁽¹⁾ Amounts in the Threshold column reflect potential awards for achievement of second half 2020 North America Adjusted Property EBITDA between $(7.0) million to $0 and achievement of second half 2020 Macau market share between 10% and 11.99%. No awards would have been payable under if the second half North America Adjusted Property EBITDA was below $(7.0) million and second half Macau market share was below 10%. Adjusted Property EBITDA is net income before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other, management and license fees, corporate expenses and other (including intercompany golf course and water rights leases), stock-based compensation, loss on extinguishment of debt, change in derivatives value, change in Redemption Note fair value, and other non-operating income and expenses. See our Annual Report on Form 10-K for the year ended December 31, 2020 (Item 8, Note 20—“Segment Information” to our Consolidated Financial Statements) for the definition of “Adjusted Property EBITDA,” a reconciliation of Adjusted Property EBITDA to net income attributable to Wynn Resorts, and other information regarding this non-GAAP financial measure.

⁽²⁾ Amounts in the Target column reflect potential awards for achievement of second half 2020 North America Adjusted Property EBITDA between $0 through $60 million and achievement of second half 2020 Macau market share between 12% and 15.99%.

⁽³⁾ Amounts in the Maximum column reflect potential awards for achievement of second half 2020 North America Adjusted Property EBITDA above $60 million and achievement of second half 2020 Macau market share above 16%.

⁽⁴⁾ The amounts set forth in this column reflect the aggregate grant date fair value of stock awards granted. These stock awards are fully vested.

Long-Term Incentives:  In the past, the Company made periodic—not annual—equity grants to executives, including our NEOs. Those periodic grants were typically made with long-term vesting dates of up to ten years and such awards were not subject to performance conditions.

Beginning in 2018, the Compensation Committee moved from periodic grants to annual grants with three-year cliff vesting and implemented a policy of subjecting a portion (currently no less than 50%) of grants made to NEOs to performance conditions in order to ensure a superior focus on operational excellence as well as better align executives’ interests with those of long-term shareholders. The Compensation Committee maintained this approach in 2020.

In January 2020, before the onset of COVID 19, management proposed, and the Compensation Committee approved, the use of “fair share” metrics for performance conditions. The four fair share metrics selected by the Company are generally calculated as follows:

The decision to select these metrics was based on careful consideration of the following factors:

2020 Equity Grants: On January 14, 2020, Mr. Maddox received a grant of 39,994 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, Mr. Maddox’s award vests as follows: 50% of the shares is based on achievement of pre-established financial performance goals during the three-year period ended December 31, 2022, and if met, will vest on March 1, 2023, and vesting of the remaining 50% is conditioned on continued service through January 14, 2023.

On December 17, 2019, the Company announced that Mr. Maddox and the Company had agreed to extend his employment contract through December 16, 2022. In connection with this extension, Mr. Maddox amended and restated employment contract provided for the grant of a target of 100,000 shares (45,000 threshold, 180,000 maximum), based entirely on the attainment of numerous performance conditions, including the extension of the Company’s Macau gaming concession, attaining certain Discretionary Free Cash Flow targets, attaining certain performance metrics at Encore Boston Harbor, attaining Great Places to Work certification at Wynn Las Vegas, and advancement of the Company’s business development efforts in Japan. Certain accelerated vesting provisions may apply if the reporting person’s employment with the Company is terminated prior to December 16, 2022. The terms of the grant were approved by the Compensation Committee and the award was made effective on February 26, 2020. In light of the pandemic, and in an effort to provide equity incentives to management broadly throughout the Company, on August 18, 2020, Mr. Maddox requested, and the Compensation Committee agreed, to cancel 140,000 shares of the February 2020 performance share grant.

On March 23, 2020, Mr. Maddox elected to receive of his remaining base salary compensation for 2020 in the form of a restricted stock award in lieu of cash, whereby he was granted 32,071 shares of restricted stock that was conditioned on his continued employment and vested on December 31, 2020.

On August 18, 2020, along with over 250 other key U.S. employees across the Company, in recognition of the Company’s efforts to respond to the pandemic, Mr. Maddox received a grant of 24,501 shares of restricted stock that vests on August 18, 2021, subject to his continued employment through such vesting date.

On December 11, 2020, Mr. Maddox was granted 3,868 options to acquire Wynn Interactive stock that vest ratably each year for four years ending on December 11, 2024.

On January 11, 2021, Mr. Maddox received a grant of 55,542 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 50% of the award vests on March 1, 2024 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2023, and the remaining 50% of the award time vests ratably over three-years on each anniversary of the grant date, subject to Mr. Maddox’s continued employment through such vesting date.

On January 14, 2020, Mr. Billings received a grant of 7,332 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award vests 100% on March 1, 2023 based on achievement of pre-established financial performance goals during the three-year period ended December 31, 2022, subject to Mr. Billings’ continued employment. On February 26, 2020, Mr. Billings received a grant of 7,332 shares of restricted stock that vests solely upon the achievement of an extension of the Company’s Macau gaming concession and continued employment.

On March 23, 2020, Mr. Billings elected to receive 50% of his remaining base salary compensation for 2020 in the form of a restricted stock award in lieu of cash, whereby he was granted 9,621 shares of restricted stock that was conditioned on Mr. Billings’ continued employment and vested on December 31, 2020.

On August 18, 2020, along with over 250 other key U.S. employees across the Company during 2020, in recognition of the Company’s efforts to respond to the pandemic, Mr. Billings received a grant of 13,476 shares

of restricted stock that vests on August 18, 2021, subject to his continued employment through such date.

		2021 PROXY STATEMENT

On December 11, 2020, Mr. Billings was granted 9,256 options to acquire Wynn Interactive stock that vests 25% each year for the four-year period ending on December 11, 2024.

On January 11, 2021, Mr. Billings received a grant of 20,366 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 50% of the award vests on March 31, 2024 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2023, and the remaining 50% of the award vests ratably over three-years on each anniversary of the grant date, subject to Mr. Billings’ continued employment through such date.

On January 14, 2020, Ms. Whittemore received a grant of 7,166 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 50% of the award vests on March 1, 2023 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2022, and the remaining 50% of the award vests on January 14, 2023, subject to Ms. Whittemore’s continued employment through such vesting date.

On March 23, 2020, Ms. Whittemore elected to receive 35% of her remaining base salary compensation for 2020 in the form of a restricted stock award in lieu of cash, whereby she was granted 3,929 shares of restricted stock that was conditioned on her continued employment and vested on December 31, 2020.

On August 18, 2020, along with over 250 other key U.S. employees across the Company, in recognition of the Company’s efforts to respond to the COVID-19 Pandemic, Ms. Whittemore received a grant of 6,585 shares of restricted stock that vests on August 18, 2021, subject to Ms. Whittemore’s continued employment through such vesting date.

On December 11, 2020, Ms. Whittemore was granted 1,382 options to acquire Wynn Interactive stock that vests ratably each year for the four-year period ending on December 11, 2024.

On January 11, 2021, Ms. Whittemore received a grant of 9,952 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments or Upon Termination or Change in Control”, Ms. Whittemore’s award is subject to both time-and performance-based vesting conditions, whereby 50% of the award vests on March 1, 2024 based on achievement of pre-established financial performance goals during the three-year period ending December 31, 2023, and the remaining 50% of the award vests ratably over three-years on each anniversary of the grant date, subject to Ms. Whittemore’s continued employment through such vesting date.

Executive Benefits: We provide our NEOs with benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. Our primary executive benefits are certain health insurance coverage, life insurance premiums, discounts and complimentary privileges with respect to the Company’s resorts, which are described in the footnotes to the “Summary Compensation Table.” For 2020, we paid nonresident state income taxes imposed on our executives who were required by us to travel on Company business and perform services in states other than their states of employment. This primarily arose as a result of travel to and work in Massachusetts in connection with our Encore Boston Harbor resort. Our reimbursement covers the incremental cost of the nonresident taxes and puts the executives in the same economic position as though they had worked in their normal places of business. The Company does not gross-up or pay any state income taxes that the employees incur on account of work in their normal work locations. In addition, certain executives, including Named Executive Officers, have access to the Company’s aircraft pursuant to time-sharing agreements described in “Certain Relationships and Related Transactions—Aircraft Arrangements.”

Peer Group Benchmarking: The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to senior executive officers in order to attract and retain top executive talent. The compensation peer group allows the Compensation Committee to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee targets the 50th percentile for the Company’s senior executive officers’ total compensation to ensure that executives are appropriately compensated as we operate in a highly competitive industry.

In 2020, as part of our regular review of our compensation programs, the Compensation Committee considered peer group data from gaming and other related industries that the Compensation Committee believes reflect the competitive market for executive talent similar to that required by the Company. Our peer group was last updated in 2019.

Wynn Resorts 2020 executive compensation peer group

The 17 companies in the peer group generally had revenue, market capitalization and total enterprise value (as of December 31, 2020) in a relevant range around those of the Company as set forth below.

Data source: Bloomberg.

CEO Pay RELATIVE To Peer Median ($ in '000s) $24,572 $18,204 $13,275 Matt Maddox 2020 Total Compensation (Summary Compensation Table) Matt Maddox 2020 Total Compensation (Proforma) Peer Median Most Recent Total Compensation (Company peer group)CEO Pay RELATIVE To Peer Median ($ in '000s) $24,572 $18,204 $12,964 Matt Maddox 2020 Total Compensation (Summary Compensation Table) Matt Maddox 2020 Total Compensation (Proforma) Peer Median Most Recent Total Compensation (Company peer group)

		2021 PROXY STATEMENT

Non-disclosure of certain metrics and targets

The Company believes in transparency and strives to disclose as much information to shareholders as possible except in situations where we believe that providing full, or even limited, disclosure would be detrimental to the interests of shareholders. We believe certain disclosure could provide our competitors with insight regarding confidential business strategies without meaningfully adding to shareholders’ understanding of the metric.

Other aspects of our executive compensation

Role of the Compensation Consultant: The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of senior executive officer and employee compensation and benefit programs. In 2020, the Compensation Committee retained Radford a nationally recognized independent compensation consulting firm, to assist in performing its duties. Radford does not provide services to the Company other than the advice on director and executive compensation that it may provide the Compensation Committee when requested. In 2020, Radford, at the direction of the Compensation Committee, completed a peer group review and competitive compensation analysis, in connection with the Compensation Committee’s review of compensation levels of our NEOs. The Compensation Committee retains sole responsibility for engaging its advisors.

Independence of the Compensation Consultant: The Compensation Committee has determined that Radford is independent and the services provided by Radford currently do not and during 2020 did not raise any conflict of interests. In reaching these conclusions, the Compensation Committee considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable listing standards.

Employment Agreements: We have a longstanding practice of entering into multi-year employment agreements with our senior executive officers and senior management. We believe that employment agreements provide greater assurance of continuity and retention of critical creative and operating talent in a highly competitive industry. Employment agreements for our NEOs are approved by the Compensation Committee in consultation with the Compensation Committee’s independent compensation advisors, as needed. The employment agreements for the NEOs currently employed by the Company specify their base salary and provide that if the executive’s employment (i) terminates without cause at the Company’s election, (ii) is terminated by the executive following the Company’s material breach of the agreement or (iii) is terminated by the executive for good reason after a change in control, the executive will receive a separation payment as described in more detail under the heading “Potential Payments Upon Termination or Change in Control.” The employment agreements and the terms of equity awards also provide that vesting of some or all of an executive’s equity awards will accelerate upon certain events. Current employment agreements do not provide for any excise tax gross ups. We believe that providing for these benefits in these situations enhances the value of the business by preserving the continuity of management during potential change in control situations and by focusing our senior executives on our long-term priorities. Additional information regarding payments under these provisions is provided under the heading “Potential Payments Upon Termination or Change in Control.”

Compensation committee report

We have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on such review and discussion, we have recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Betsy S. Atkins, Chair

Richard J. Byrne

Margaret J. Myers

Clark T. Randt, Jr.

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Executive compensation tables and other information

2020 CEO COMPENSATION

As disclosed in the 2020 Proxy Statement, CEO Matt Maddox and the Company agreed to extend his employment contract through Dec. 16, 2022. In connection with this extension, the amended contract provided for a restricted stock grant that contemplated the vesting of a total of 45,000 shares at threshold performance, 100,000 shares at target performance, and 180,000 shares at maximum performance, based entirely on the attainment of numerous strategic performance conditions, including, among others, the extension of the Company’s Macau gaming concession, attaining certain performance metrics at Encore Boston Harbor, attaining Great Places to Work certification at Wynn Las Vegas, and advancement of certain of the Company’s business development efforts and conditioned generally on his continued employment.

In August 2020, in order to provide equity incentives broadly throughout the Company as part of the aforementioned retention grant to over 400 employees in the U.S. and Macau, Mr. Maddox requested, and the Compensation Committee agreed to cancel the 140,000 of the maximum of 180,000 of such performance shares underlying Mr. Maddox’s restricted stock grant described above, valued at $6.4 million. As a result, only 40,000 shares of the original 180,000 performance shares subject to such restricted stock grant in February 2020 remain outstanding as of December 31, 2020 and subject to the original performance conditions described above. As such, the effective value of such performance-based restricted stock grant following such forfeiture was valued at $4.4 million, compared with the original grant value of $10.8 million.

The following chart depicts the impact of the forfeiture mentioned above on the CEO’s compensation in 2020.

2020 Proforma/Effective CEO Pay ($ in '000s)Stock Cash $24,572 $18,204 $22,444 $2,128 $16,076 $2,128 Matt Maddox 2020 Total Compensation (Summary Compensation Table) Matt Maddox 2020 Total Compensation (Proforma)

		2021 PROXY STATEMENT

Summary compensation table

The table below summarizes the total compensation awarded to, earned by, or paid to, each of our NEOs for the fiscal years ended December 31, 2020, 2019 and 2018.

The table below is presented in a manner consistent with Regulation S-K. As discussed throughout the Compensation Discussion and Analysis section of our proxy, in response to the effects of the COVID-19 pandemic, significant modifications were made to executive compensation in 2020 that resulted in a reduction of cash compensation for NEOs and a reduction of stock compensation for our Chief Executive Officer. Such changes are not reflected in the table below. In March of 2020, each of the NEOs elected to receive a portion of their remaining base salary compensation for the 2020 calendar year in the form of a restricted stock award (in lieu of cash) that vested on December 31, 2020. These elections reduced cash compensation for Mr. Maddox by approximately $1 .5 million, Mr. Billings by approximately $0.4 million, and Ms. Whittemore by approximately $0.2 million. The stock received in lieu of these reductions is included in Salary for 2020 in the table below. Further, In light of the pandemic, and in effort to provide equity incentives to management broadly throughout the Company, on August 18, 2020, Mr. Maddox requested, and the Compensation Committee agreed, to cancel 140,000 shares ($6.4 million at grant date value) of Mr. Maddox’s February 2020 share grant. This forfeiture is not reflected in the table below.

⁽¹⁾ The amounts set forth in this column reflects each Named Executive Officer’s annual base salary approved by the Compensation Committee. On March 23, 2020, in response to the COVID-19 pandemic, Mr. Maddox elected to receive 100% of the remainder of his annual salary in the form of a restricted stock award, Mr. Billings elected to receive 50% of the reminder of his annual salary in the form of a restricted stock award, and Ms. Whittemore elected to receive 35% of the remainder of her annual salary in the form of a restricted stock award. The full annual base salary for each such Named Executive Officer is reflected above and the incremental value of such restricted stock awards, as computed in accordance with FASB ASC Topic 718, are included in the Stock Awards column. Such incremental amounts included in the Stock Awards column for Mr. Maddox, Mr. Billings and Ms. Whittemore were $384,789, $138,496 and $64,655, respectively. The number of shares each Named Executive Officer was granted was determined based on the total amount of each of their respective base salaries for the remainder of the year and the 3-day volume weighted average of the Company’s stock price ending on March 20, 2020.

⁽²⁾ Stock awards granted as a component of the 2020, 2019 and 2018 annual incentive awards are reported in this column as 2020, 2019 and 2018 compensation, respectively, to reflect the applicable service period for such awards; however, the stock grants were approved by the Compensation Committee in January of the following calendar year. See annual incentive award payouts as described in “Compensation Discussion and Analysis-How We Designed Incentives for 2020-Elements of Pay” for a description of the 2020 annual incentive awards. The amounts reported in this column reflect a portion from restricted stock grants which are not related to the annual incentive awards and were reported in the year of grant. Except as otherwise noted, certain grants in this column vest based on specified performance criteria and are reflected in this column at 100% of the aggregate grant date fair value. In February 2020, in connection with an extension of Mr. Maddox’s employment agreement, the Compensation Committee approved a grant for Mr. Maddox totaling 180,000 restricted shares, assuming achievement at maximum performance, that all vest entirely based on the achievement of certain performance criteria as described under “2020 Grants of Plan-Based Awards”. This column reflects $10,798,125 of compensation for Mr. Maddox related to 97,500 restricted shares that were determined to be probable of vesting on the

grant date or thereafter. This column does not reflect $9,136,875 of compensation for Mr. Maddox related to 82,500 of restricted shares that was determined not to be probable of vesting on the grant date (together with the probable portion of the award, the highest level of achievement is $19,935,000). In light of the pandemic, and in an effort to provide equity incentives to management broadly throughout the Company, on August 18, 2020, Mr. Maddox requested, and the Compensation Committee agreed, to cancel 140,000 shares of the February 2020 performance share grant ($6.4 million at grant date value).

⁽³⁾ The amounts set forth in this column reflect the aggregate grant date fair value of stock awards and stock options computed in accordance with FASB ASC Topic 718, excluding estimated forfeitures. Performance-based restricted share awards in this column are reflected based on the probable outcome of such conditions as of the applicable grant date in accordance with accounting standards for stock-based compensation. Except as otherwise described in the footnotes to this table, all performance-based restricted share awards were deemed probable of vesting on the grant date. See our Annual Report on Form 10-K for the year ended December 31, 2020, Item 8, Note 12 -“Stock-Based Compensation” to our Consolidated Financial Statements for assumptions used in computing fair value.

⁽⁴⁾ The amounts set forth in this column represent stock options of Wynn Interactive Ltd., an indirect 72% owned subsidiary of Wynn Resorts (“Wynn Interactive”), Limited, granted to Messrs. Maddox and Billings and Ms. Whittemore in 2020.

⁽⁵⁾ As described above under “Compensation Discussion and Analysis-How We Designed Incentives for 2020-Elements of Pay,” in January 2021, the Compensation Committee exercised its discretion to pay 50% of the actual earned annual incentive for all NEO’s in stock that was fully vested at grant.

⁽⁶⁾ The following amounts for 2020 are included in “All Other Compensation” for Mr. Maddox:

(i) accrued cash dividends on unvested restricted stock of $472,836;

(ii) insurance premiums and benefits including executive life and medical insurance of $1,781; and

(iii) reimbursement of taxes related to work performed in Massachusetts of $14,638.

The following amounts for 2020 are included in “All Other Compensation” for Mr. Billings:

(i) accrued cash dividends on unvested restricted stock of $66,756;

(ii) insurance premiums and benefits including executive life and medical insurance of $1,415; and

(iii) reimbursement of taxes related to work performed in Massachusetts of $2,826.

The following amounts for 2020 are included in “All Other Compensation” for Ms. Whittemore:

(i) accrued cash dividends on unvested restricted stock of $20,147;

(ii) insurance premiums and benefits including executive life and medical insurance of $4,226; and

(iii) reimbursement of taxes related to work performed in Massachusetts of $3,111.

Discussion of summary compensation table

In 2020, each of the NEOs received a base salary in accordance with the terms of his or her employment agreement, as approved by the Compensation Committee. Key terms of the agreements, as in effect on December 31, 2020, were as follows:

Each of the employment agreements provide that the executive will participate in Company profit sharing and retirement plans if offered, disability or life insurance plans, medical and/or hospitalization plans, vacation and expense reimbursement programs. In addition, the agreements provide for severance payments and benefits upon certain terminations of employment, including termination following a change in control, as discussed in the section below entitled “Potential Payments Upon Termination or Change in Control.”

		2021 PROXY STATEMENT

2020 Grants of plan-based awards table

The Omnibus Plan rewards management for creation of superior return to shareholders, measured by the operating performance of our resorts. The amounts shown in the table below reflect potential payments. Actual payouts are reflected in the “Stock Awards” and “Non-Equity Incentive Plan” columns of the Summary Compensation table.