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)

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2022 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING CULTIVATING GROWTH

DELILAH, WYNN LAS VEGAS

Dear Shareholders,

In his letter to you, Craig Billings, our newly appointed Chief Executive Officer, discusses the plans and opportunities he envisions for growing the enterprise in both the near- and long-term.

These growth opportunities should not come as a surprise. As we reported in last year’s proxy, we committed to ensuring the Company would be well positioned to take advantage of anticipated strong consumer demand for our products and services when the pandemic subsided.

The correct allocation of our financial resources by management, with the approval of the Board, is central to that growth plan. The strong financial results we are seeing in Boston make our planned multi-phase development there a solid investment. Our partnership with Marjan and operating agreement with RAK Hospitality Holdings in Ras Al Khaimah to develop a new beachside casino resort in the United Arab Emirates will give us access to two billion travelers within a four-hour plane fight. This is the first instance of our company being compensated for the quality of our brand and operating experience.

The new Las Vegas entertainment experience Craig cites is created with a new, younger customer in mind. New dining experiences targeting the high-frequency guest at Encore Boston Harbor, as well as new capital planned for the evolving customer base in Macau, are proof that this management team is focused on our future customers.

We believe our single greatest asset is our people. That means all growth truly begins with our 27,000 employees at our resorts in Las Vegas, Boston, Macau, and Cotai, as well as our management team. That also includes our Board, whose succession planning for CEO resulted in a seamless transition with zero business interruption when Craig Billings assumed the role following Matt Maddox’s departure.

Likewise, it spoke well of management’s own succession planning when former Encore Boston Harbor President Brian Gullbrants was appointed President of Wynn Las Vegas, and Jenny Holaday, who had worked shoulder-to-shoulder with Brian in Boston and played a key role in creating outstanding results there, was in-turn appointed President of Encore Boston Harbor.

Finally, understanding that a diversity of experience is essential for the Company to be strong and competitive, the Board recruited Darnell Strom to join its ranks. As I previously reported to you, Darnell adds a young and fresh voice to the Board, and his professional experience in entertainment is of great benefit to the Company. Craig Billings also cultivated and recruited seasoned gaming financial executive Julie Cameron-Doe to fill the Chief Financial Officer opening created by his appointment as CEO.

Growth ultimately requires the right focus, strategy and people to be sustainable. As Chair of Wynn Resorts, I have great confidence in all three of these elements and look forward to reporting back to you next year on our continued success.

Sincerely,

Philip P. Satre

Chair of the Board of Directors

Prepared for Growth CAREFUL INVESTMENTS IN OUR BUSINESS AND OUR PEOPLE STRENGTHEN OUR OUTLOOK WE ARE PLANTING SEEDS FOR FUTURE BUSINESS GROWTH Made or planned capital investments during the height of the pandemic that will ensure our offerings are fresh and robust, including: Began updated all Wynn Las Vegas rooms and suites, as well as Encore Macau rooms, with new interiors designed by Todd-Avery Lenahan; Launched innovative dining and bar experiences, Delilah, Casa Playa, and Overlook, at Wynn Las Vegas; Opened Encore Boston Harbor sports bar, with ability to add a Sports Book if legalization of sports betting in the Commonwealth. Advanced our Mass market positioning in Macau through a combination of property level enhancements and marketing infrastructure upgrades Completed design plans and began permitting for Phase One Development of the Entertainment District on our real estate holdings adjacent to Encore Boston Harbor. WE ARE DOUBLING DOWN ON HUMAN CAPITAL MANAGEMENT Appointed a Vice President of Diversity and Inclusion and adopted a Diversity, Inclusion and Equity Statement and Policy, and began disclosing our EE0-1 Report on our ESG website. Flawlessly executed succession plans for Chief Executive Officer and for Presidents of Wynn Las Vegas and Encore Boston Harbor. Capitalized on the dynamic and diverse voice of entertainment executive Darnell Strom, added to the Wynn Resorts Board in late 2020. Created a new Leadership Development Program with 85 employees participating in 14 classes to develop strong leaders focused on Wynn values. Identified high-potential hourly employees to guide them in a progressively more responsible career path with the Company. Reinstated a number of benefits: absorbed a 30% health benefits cost increase so that employee co-pays were not increased reinstated the Company match for 401k employee contributions. reinstated the tuition reimbursement program offered Citizenship classes, English as a Second Language classes, and a paid day off for any team member becoming a U.S. citizen. Recognized as one of Forbes America's Best Employers 2022, ranking within the Top 5 companies in the Travel & Leisure category. WE ARE EXPANDING THE SCOPE AND RELEVANCE OF THE WYNN BRAND Announced the first casino resort development in the United Arab Emirates, to be built in partnership with Marjan and RAK Hospitality in Ras AI Khaimah. Began developed a new entertainment experience that leverages an A-list team of creators in a new category of storytelling that blends music, technology and magic. Reignited the historical connection between Las Vegas and Hollywood with the world premiere of 1883, premiere of the Yellowstone podcast, and involvement in the American Country Music Awards. Increased Wynn's brand name recognition in sports entertainment with sponsorship of Formula 1 racing in Las Vegas, The Match golf event, and ongoing sports-centric podcasts from the Blue Wire Podcast Studio in Wynn Las Vegas.

Dear Shareholders,

Following the extended period of significant challenges created by the pandemic, 2021 proved to be an incredible, dynamic year for Wynn Resorts. Significant portions of our business reemerged stronger than ever; others are still experiencing the impact of pandemic-related restrictions.

Overall, the heart of our business – our employees and the tremendous sense of ownership they take in creating singular guest experiences – is unwavering. It is their sense of proprietorship which results in our strong performance.

We concluded last year on a wave of strength and success in North America. Our exceptional resort offerings and focus on service resonated well with guests who felt they had spent the whole of 2020 and early 2021 isolated and at home. Our Las Vegas team learned new ways to operate in a changed environment, one in which interest from convention and meetings groups was limited but featured roaring demand for our product from gaming and leisure travelers. Our Encore Boston Harbor team’s recalibration toward the casino side of the business began to show strong results with more to come.

Travel remains constrained in the Macau market due to the pandemic. We believe consumer demand will continue to build and the changes we have continuously made since the opening of Wynn Palace to increase our appeal to premium mass and direct VIP customers will be rewarded when travelers return to the market. Looking forward, the Macau concession renewal process continues to move ahead as anticipated in a very logical and methodical manner.

This year also looks bright for our resorts in North America with new room product for Wynn Las Vegas and a new entertainment offering and programming that will expand our audience of guests and deepen our relevance to them. New dining offerings and database growth at Encore Boston Harbor will further solidify our market position in the Northeast.

The closure of our sale-leaseback transaction of Encore Boston Harbor with Realty Income will, in part, facilitate the ground-breaking on Phase One of development of the significant real estate holdings we have across Lower Broadway, adjacent to Encore Boston Harbor. We will further diversify our business and meaningfully extend our brand into the Middle East and Europe with our recently announced resort in Ras Al-Khaimah in the United Arab Emirates. Design and development on that project will continue throughout 2022.

In such a pivotal year, no team is better positioned to gain advantage than Wynn Resorts.

Sincerely,

Craig Billings

Chief Executive Officer

Notice of Annual Meeting

Our 2022 Annual Meeting will be held online.

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 11, 2022, 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.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 5, 2022

This Proxy Statement and our Annual Report for the fiscal year ended December 31, 2021, are available at http://www.wynnresorts.com on the Company Information page under the “Annual Meeting” heading. On or about March 24, 2022, 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, 2021) and how to vote.

PARTICIPATING IN THE VIRTUAL ANNUAL MEETING

To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2022, and log in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form.

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/WYNN2022, logging in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form, 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 or vote via the internet or by telephone as further explained in the accompanying proxy materials.

By Order of the Board of Directors,

Ellen F. Whittemore

Secretary

Las Vegas, Nevada

March 24, 2022

This Proxy Statement and our 2021 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

Introduction

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

Board composition and diversity

* All figures are as of the day of the 2022 Annual Meeting.

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 a policy that requires diverse candidates be included in the pool when recruiting, 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 2022 Annual Meeting, our independent board is 63% diverse, with four female directors and one racially

diverse director.

⁽¹⁾ Comparisons are based on information contained in the 2021 US Spencer Stuart Board Index.

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.

								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 Chair, 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
		Director Since		April 2018
		Term Expires		2024 Annual Meeting
		Age		68
		Board Committees:		Compensation, Chair Nominating and Corporate Governance

Craig S. Billings Chief Executive Officer, Wynn Resorts, Limited

Mr. Billings has served as the Company’s CEO since February 1, 2022, and as President from March 2019 until May 2020. Mr. Billings joined the Company in March 2017 as Chief Financial Officer. Mr. Billings also served as CEO of Wynn Interactive. On August 17, 2018, Mr. Billings was appointed as a Non-Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company. Mr. Billings serves as a Director of Applovin Corporation.

								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 Chair, NYX Gaming Group   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.   EXPERTISE Mr. Billings has extensive leadership and innovation in the gaming industry, both domestically and internationally, as well experience in the investment banking and financial services industries.   Gaming/Entertainment Industry experience Public Company CEO/Executive experience Public Company Board experience Financial/Accounting experience Real Estate/Project Construction experience International experience Gov’t Service/Public Policy Experience
		Director Since		February 2022
		Term Expires		2022 Annual Meeting
		Age		49

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 Benefit Street Partners. Mr. Byrne is also the Chairman and Chief Executive Officer of Franklin BSP Lending Corporation, Franklin BSP Capital Corporation, Franklin BSP Realty Trust, Inc., and Benefit Street Partners Multifamily Trust. 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.

								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 resort industry.   Gaming/Entertainment Industry experience Public Company CEO/Executive experience Public Company Board experience Financial/Accounting experience Real Estate/Project Construction experience International experience
		Director Since		August 2018
		Term Expires		2023 Annual Meeting
		Age		61
		Board Committees:		Audit (Financial Expert) Compensation

Patricia Mulroy Non-Resident Senior Fellow for Climate Adaptation & Environmental Policy, 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 and 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.

								PREVIOUS EXPERIENCE –  July 2014 through October 2015: served on the Nevada Gaming Commission   –  1995 to 2014: Nevada’s representative on Colorado River Basin issues, serving as the lead negotiator from 2007 to 2014   –  1993 to 2014: General Manager of the Southern Nevada Water Authority   –  1989 to 2014: General Manager of the Las Vegas Valley Water District   EDUCATION Ms. Mulroy graduated with a B.A. and M.A. from the University of Nevada, Las Vegas.   EXPERTISE Ms. Mulroy brings more than 30 years of government experience to the Board, serving in numerous leadership roles focusing on Nevada’s public infrastructure. Additionally, Ms. Mulroy’s experience on the Nevada Gaming Commission brings experience and insight into state regulatory and public policy issues impacting the Company’s operations.   Regulatory/Legal experience Gov’t Service/Public Policy experience Real Estate/Project Construction experience International experience Environmental, Social & Governance experience
		Director Since		October 2015
		Term Expires		2023 Annual Meeting
		Age		69
		Board Committees:		Audit Nominating and Corporate Governance

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.

								PREVIOUS EXPERIENCE –  September 2010 to June 2014: Managing Director, Strategic Communications and Public Affairs Practice, Glover Park Group   –  1994 to 2010: Political analyst, commentator and writer   –  January 1993 to December 1994: White House Press Secretary   –  Ms. Myers is the author of the 2008 New York Times best-selling book, “Why Women Should Rule the World”   EDUCATION Ms. Myers graduated with a B.S. from Santa Clara University.   EXPERTISE Ms. Myers has extensive experience in both the public and private sectors, as a C-Suite executive, senior government official and board member. She brings to our Board expertise in strategic growth, policy and governance and corporate communications strategies, including media relations, crisis and reputation management, executive communications, corporate responsibility, and philanthropy.   Public Company CEO/Executive experience Gov’t Service/Public Policy experience Media/Investor Relations experience Geopolitical experience International experience
		Director Since		April 2018
		Term Expires		2022 Annual Meeting
		Age		60
		Board Committees:		Compensation Nominating and Corporate Governance

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. 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.

								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
		Director Since		October 2015
		Term Expires		2023 Annual Meeting
		Age		76
		Board Committees		Compensation

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-Chair in August 2018. In the not-for-profit sector, Mr. Satre is President Emeritus of the International 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.

								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 Chair   –  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 Chair of the Guinn Center for Policy Priorities 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
		Director Since		August 2018
		Term Expires		2024 Annual Meeting
		Age		72
		Board Committees		Nominating and Corporate Governance

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. Mr. Strom represents transformative talent, brands, and organizations across entertainment, media, sports, fashion, the arts, entrepreneurship, politics, and thought leadership.

Winifred M. Webb Founder, Kestrel Corporate Advisors

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

								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
		Director Since		April 2018
		Term Expires		2025 Annual Meeting
		Age		64
		Board Committees:		Audit, Chair (Financial Expert)

Why our board governance is effective

(1) The responsibilities of 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 2021 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; *Following Director Johnson’s retirement from the Board effective at the 2022 annual meeting, the board has selected Patricia Mulroy as the Chair of the Nominating and Corporate Governance Committee, with such appointment effective at the Board meeting immediately following the 2022 annual meeting.

AUDIT COMMITTEE

At each regular meeting, the Audit Committee meets in executive session with the Company’s independent auditors, General Counsel, Chief Audit Executive, 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. 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 2021, the Compensation Committee retained Radford, a unit of Aon plc’s Human Capital Solutions (“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 2021, 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 the Compensation Committee brings 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 2021 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 a policy requiring the inclusion of 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 ethnicity, race and gender. Additionally, the Nominating and Corporate Governance Committee established a goal of 50% diversity among Board members, which we have exceeded since 2020.

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

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 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; Edward Davis, former Commissioner of the Boston Police Department; and Alison A. Quirk, former Executive Vice President and Chief Human Resources and Citizenship Officer at State Street Corporation. 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 5 times during 2021. All of our Board attended at least 80% of the meetings of the Board and 100% 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 2021 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:

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. For a detailed discussion of the feedback received, please see the Board responsiveness section included in the Compensation Discussion & Analysis below.

The Board is proud of its track record of broad engagement with investors and the actions it has taken – governance, compensation, and ESG – over the years that it believes provide greater transparency and a heightened accountability to our shareholders and stakeholders.

Board compensation

For the 2021 Board service year, Directors who are not employees of the Company received fees for service on the Board and Committees as follows:

Each non-employee director also received a $1,500 meeting fee for each Board or Committee meeting he or she attended. In addition, non-employee directors were granted annual equity awards in the form of stock options or restricted stock determined annually at a meeting of the Board. For 2021, each non-employee director received a grant of restricted stock equal in value to $250,000 (determined as of the 2021 grant date) that vests 100% on the first anniversary 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.

For the 2022 Board service year that commences with our Annual Meeting in May 2022, the Compensation Committee has eliminated meeting fees for Directors who are not employees of the Company for service on the Board and each of the Committees. Fees for service on the Compliance Committee remain unchanged. Fees for service on the Board and Committees in 2022 for Directors who are not employees of the Company will be as follows:

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, 2021. Mr. Maddox received 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.

(2) The amounts set forth in this column reflect the aggregate grant date fair value of 2,010 restricted stock awards granted to each director on May 11, 2021. The aggregate number of unvested stock awards held by each director at December 31, 2021, is as follows: Ms. Atkins, Admiral Johnson, Ms. Mulroy, Ms. Myers, Ambassador Randt, and Ms. Webb, 3,222 each; Mr. Satre and Mr. Byrne, 2,894, each; and Mr. Strom, 2,010.

(3) The aggregate number of outstanding option awards held by each director at December 31, 2021, is as follows: Admiral Johnson 10,000 vested; Ambassador Randt 7,000 vested; and Ms. Mulroy 6,700 vested.

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 and oversight 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.

We provide extensive disclosure of recent accomplishments, our progress toward and metrics for these and other such objectives, and our roadmap for the future throughout our annual ESG Report. Utilizing the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) frameworks and aligning with the United Nation’s Sustainable Development Goals (UNSDGs), our ESG Report details our management of greenhouse gas emissions, renewable energy, waste diversion, responsible water consumption, and other social and governance topics. The annual Wynn Resorts ESG Reports are available online at http://wynnresponsibility.com/.

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

Our overarching commitment to social responsibility includes:

Our People

We believe that we are the employer of choice in our industry because we provide exceptional benefits, are committed to diversity and inclusion, and present opportunities for advancement through growth and development opportunities. 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. Our incentive compensation and benefit plans contribute to employee engagement and motivation. For mid-level executives and above, our bonus and equity incentive programs are designed to encourage long-term employment and alignment with shareholder interests.

Diversity and inclusion are the cornerstone of our human capital management efforts, and fully supported by the Board and senior management. The Company discloses its EEO-1 Report on our ESG website, at www.wynnresponsibility.com. Our diversity and inclusion efforts Company-wide are overseen at an executive level by our Vice President of Diversity and Inclusion. In 2021, the Company adopted a Diversity, Inclusion and Equity Statement and Policy reflecting its commitment to these efforts. We are proud that over 70% of our line level employees are ethnically diverse and over 50% of our managers are ethnically diverse.

During 2020, the Company made many difficult decisions to ensure that the Company would not only survive the pandemic but thrive on the other side. In 2021 the Company determined that the reductions in 2020 were no longer necessary and the Company provided a cost of living increase of 2%, absorbed a 30% health cost increase so that employee co-pays for health benefits were not increased, and reinstated the Company match for the 2021 401K program employee contributions. It also announced that in 2022, the Company would reinstate the tuition reimbursement program for employees, again offer Citizenship classes and English as a Second Language classes and provide a paid day off for any team member becoming a U.S. citizen.

Each month, we have also identified resources for those employees who wish to develop their leadership, offering articles, podcasts, and videos with topics such as the key skills required to perform at the highest levels and creating a workplace environment where employees matter. These resources are available on demand, through access to our online learning site. The Company also offers “Conversations with Leaders,” a series spotlighting executives’ inspirational stories of success.

Our communities

Wynn’s legacy as an agent of change is supported and extended by the collective spirit of service in the hearts of our approximately 27,000 global employees. Our employees volunteered over 37,000 hours globally in 2021. Together, they have inspired our corporate culture of giving that builds resilience in our home communities. Our employees in North America led in 2021 by contributing over $620,000 to the community through the Wynn Employee Foundation. We promoted this culture as a Company by matching those contributions, and additionally donating over $2.9 million in 2021.

Combining philanthropy with citywide economic and infrastructure development has become our community relations calling card. And because each community we operate in functions with its own unique framework, we design transformative customized community-development projects to solve specific social challenges. To ensure these projects work better for more people and drive long-term inclusive growth, we partner with a spectrum of local civic leaders to identify financial, supply chain, and operational gaps for Wynn Resorts to fill where it matters the most. We continue to rely on these essential relationships with community leaders to guide our extensive nonprofit work as we strengthen infrastructure that provides for the underserved, as well as mobilize immediate relief efforts during times of crisis or natural disaster.

As a further commitment to our communities and to our customers, we follow the American Gaming Association’s Gaming Code of Conduct and support the efforts of the International Center for Responsible Gaming. We firmly believe that it is our responsibility to offer information to our guests about responsible gaming and resources for assistance, and to prevent underage gaming.

Our commitment to international human rights is expressed in our Human Rights Statement and Policy which expresses our support for diversity, freedom of association and collective bargaining, compliance with labor laws, preventing harassment and discrimination, elimination of forced labor and human trafficking and child labor, commitment to workplace health and safety, and the Company’s sustainability efforts. This year, the Company rolled out the Watch for Red Flags Stop Human Trafficking Program including a training video introduced by our CEO.

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.

We believe it is our duty to help alleviate the negative impacts on our world, and have made public commitments to several significant initiatives designed to confront the global threat of climate change, including:

We have made discernible progress towards ecosystem and water system resilience.

Wynn Las Vegas and Encore Boston Harbor have replaced the most common single-use plastic guest items with environmentally responsible alternative materials, in a global effort to reduce waste and support industry advancement in compostable material technology.

Wynn Las Vegas’ investment in renewable energy has resulted in the installation of 20 MW of solar capacity at Stillwater, which serves Wynn Las Vegas and offsets up to 75% of summer peak demand. At Encore Boston Harbor, the largest LEED Platinum certified new construction project in New England, achieved clean peak standard energy with its rooftop solar generation and battery storage system.

Wynn Las Vegas continues to improve the single-stream recycling system to underpin our efforts to reduce waste sent to landfill. Encore Boston Harbor achieved 100-percent landfill diversion in the past two years of operations.

Wynn Las Vegas and Encore Boston Harbor minimize water use and mitigate evaporation using artificial turf, efficient in-room faucets, weather and soil sensitive drip irrigation systems. By paying attention to the amount of shade, type of plant, and subsurface water measurements, Encore Boston Harbor reduced average daily watering time to just three minutes, compared to 25 minutes or more for conventional systems. Water consumption, regional water stress, and the latest conservation practices are detailed in the annual ESG Report.

EXECUTIVE OFFICERS

Our Executive Officers as of March 11, 2022 are:

Executive transition

On November 9, 2021, Matt Maddox announced that he would be leaving as CEO of Wynn Resorts effective January 31, 2022. Based on Mr. Maddox’s performance as CEO and deep knowledge of our Company, following a unanimous request by the Board of Directors, Mr. Maddox agreed to remain on the Wynn Macau Limited and Wynn Interactive Limited Boards through the end of calendar year 2022.

Craig Billings, former CEO of Wynn Interactive and who had served as President and CFO of Wynn Resorts, was unanimously selected by the Board to become CEO of Wynn Resorts and a member of the Board effective February 1, 2022, based on his successful five-year tenure with the company in the various roles he has held. Mr. Billings has a history of leadership and innovation in the gaming industry, both domestically and internationally. He has held executive and board positions at Goldman Sachs, where he covered the industry globally, Aristocrat Leisure Limited, NYX Gaming Group, and International Game Technology.

On December 7, 2021, the Company announced it will appoint Julie Cameron-Doe as its Chief Financial Officer, effective in the second quarter of calendar year 2022 following completion of her notice period with her current employer.

NON-DIRECTOR EXECUTIVE OFFICER

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.

										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.
		Joined Wynn		July 2018
		Age		65

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 approximately 27,000 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 2021, OUR NEOs WERE:

Responding to shareholder feedback

Our Board recognizes the importance of shareholder engagement, both in terms of frequency and quality of dialogue, and has always been committed to engaging with shareholders on all topics including company performance and strategy, corporate governance, executive compensation, and environmental, social, and governance topics. We value shareholder feedback and consider it an essential part of Board discussions and decisions.

The Company sought shareholder feedback on key issues throughout 2021, including with respect to executive retention and compensation.

We listened to our shareholders and reaffirmed our philosophy with respect to executive retention and compensation, as described below. We are encouraged by the overwhelming support shareholders have expressed for our past Say-on-Pay proposals and believe the Company’s shareholder engagement efforts during 2021 will only strengthen that support.

SHAREHOLDER OUTREACH AND DESIGN

In 2021, the Company had calls and/or meetings with several shareholders of the Company’s Common Stock. Our Chair of the Board and Chair of the Compensation Committee participated in several meetings during the outreach. As a direct result of shareholder feedback, we now disclose our EEO-1 reports on our website at www.wynnresponsiblity.com.

SHAREHOLDER FEEDBACK AND BOARD RESPONSE

OVERALL EXECUTIVE COMPENSATION PHILOSOPHY AND PRACTICES: Shareholders we engaged with, in general expressed support for our compensation philosophy and the design of our executive compensation incentives. Overall, shareholders demonstrated support for our compensation structure with a 63% vote in favor of the 2021 Say on Pay proposal.

Board Response: The Board reiterates its commitment to our executive compensation philosophy that is focused on creating a strong alignment of the interests of executives with those of shareholders by designing incentives that are directly tied to actions which create sustainable long-term shareholder value. As a result, we believe that our executive compensation program is designed to attract, reward, and retain executive officers who create continual near- and long-term shareholder value by achieving the Company’s strategic goals.

PAY-FOR- PERFORMANCE LINKAGE: Shareholders across the board expressed a strong preference for performance-based incentives including performance-based equity incentives.

Board Response: The Board is committed to ensuring a significant percentage of incentives being performance-based including at least a majority of equity incentives being performance-based. For 2021, 85% of CEO total direct pay was structured as cash and equity incentives, with 65% of equity being performance-based.

Overview of our executive compensation program

WHY YOU SHOULD VOTE FOR THE 2022 SAY-ON-PAY

RIGOROUS DESIGN, ACCOUNTABILITY AND ALIGNMENT

CONTINUED RESPONSIVENESS TO EFFECTS OF COVID-19

KEY LEADERSHIP TRANSITION

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 over half 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 earned annual incentives in equity sharpens the alignment of interests of executives with long-term shareholders. Our annual long-term incentives—including 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 continued to evaluate and implement meaningful changes in our executive compensation program, which, we believe, contributed to strong support from shareholders approving our Say-on-Pay proposal at the 2021 Annual Meeting.

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, as established by the Compensation Committee. 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 other 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) and 3x base salary for our other NEOs.

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 Compensation 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.

Executive compensation components

HOW OUR EXECUTIVE COMPENSATION PHILOSOPHY DRIVES CEO PAY DESIGN

(1) Based on 2021 Total Direct Compensation for NEOs.

(2) Excluding equity grant to Mr. Billings in connection with his promotion to CEO.

How the company has performed

Our year-to-year performance can be significantly impacted by market factors, geopolitical events and investor sentiment. Since our initial public offering in October 2002, the Company has averaged a 14% annual Total Shareholder Return (“TSR”), (including reinvestment of dividends), which is above the TSR of both the S&P 500 (approximately 11% average annual TSR) and the S&P Consumer Discretionary Index (approximately 13% 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.

⁽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 1%). MGM Resorts’ TSR is measured from the close on the date of Wynn Resorts’ IPO on 10/25/2002 (average annual TSR of approximately 6%).

Our key accomplishments in 2021 include:

How we designed incentives in 2021

2021 HIGHLIGHTS:

In 2021, the Compensation Committee:

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 2021 compensation outcomes⁽¹⁾:

⁽¹⁾ Based on 2021 Total Direct Compensation for NEOs

2021 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, reflect improvements in performance, capabilities, and experience, and reward expansions of responsibility or other extraordinary circumstances.

In December 2020, each of the NEOs voluntarily elected to reduce their base salary by 20% for the period of January 1, 2021 through March 31, 2021, after which each NEO’s base salary would be reinstated to the amount of their initial base salaries. The NEOs did not receive an equity grant in connection with the reduction in their base salaries.

The table below presents the base salary for each of our NEOs in 2021, which represents a blend of the reduced base salary each NEO received from January 1, 2021, through March 31, 2021, and the reinstated initial base salary each NEO received for the remainder of the year. The amount of each NEO’s salary reduction is described in the “Voluntary Reduction” column.    

Annual Incentives: For the 2021 annual incentive awards granted under our Omnibus Plan, the Compensation Committee selected the following four performance goals:

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 Annual incentive payout:

In 2021, Actual Adjusted Property EBITDA for Encore Boston Harbor was $55.1 million above the maximum performance level. Wynn Las Vegas achieved 12.1% market share in gross gaming revenues. Our Macau Operations achieved 15.6% market share in gross gaming revenues on mass table games and slot machines, above the maximum threshold. And, while the Company materially expanded the business of Wynn Interactive, the division did not achieve certain capitalization milestones and, as such, the Committee used negative discretion and did not pay an award based on this goal.

Based on the 2021 results, in January 2022, the Compensation Committee determined the actual award payouts as set forth below, with the award being split equally in cash and stock:

(1) Percentages of the base salaries in the Threshold column reflect potential awards for achievement of (i) 2021 Encore Boston Harbor Adjusted Property EBITDA greater than or equal to $130 million but less than $140 million, (ii) Macau operations mass table and slots GGR market share above or equal to 10.5% but below 11.5%, (iii) Wynn Las Vegas GGR market share above or equal to 10.0% but below 12.0% and (iv) Successfully capitalize Wynn Interactive. No awards would have been payable if the (i) 2021 Encore Boston Harbor

Adjusted Property EBITDA was below $130 million, (ii) Macau operations mass table and slots GGR market share was below 10.5%, (iii) Wynn Las Vegas GGR market share was below 10.0% and (iv) Wynn Interactive is not successfully capitalized. Adjusted Property EBITDA is net income/loss 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, and other non-operating income and expenses. See our Annual Report on Form 10-K for the year ended December 31, 2021 (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/loss attributable to Wynn Resorts, and other information regarding this non-GAAP financial measure.

(2) Percentages of the base salaries in the Target column reflect potential awards for achievement of (i) 2021 Encore Boston Harbor Adjusted Property EBITDA greater than or equal to $140 million but less than $155 million, (ii) Macau operations mass table and slots GGR market share above or equal to 11.5% but below 13.0%, (iii) Wynn Las Vegas GGR market share above or equal to 12.0% but below 14.0% and (iv) Successfully capitalize Wynn Interactive.

(3) Percentages of the base salaries in the Maximum column reflect potential awards for achievement of (i) 2021 Encore Boston Harbor Adjusted Property EBITDA greater than or equal to $155 million, (ii) Macau operations mass table and slots GGR market share above or equal to 13.0%, (iii) Wynn Las Vegas GGR market share above or equal to 14.0% and (iv) Successfully capitalize Wynn Interactive.

(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.

(5) For 2021, the actual award paid to each NEO totaled the target percentage and was calculated based on achieving maximum performance with respect to goals one and three, achieving target performance with respect to goal two, and not achieving goal four.

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 (in 2021 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. For 2021, the Compensation Committee set the vesting schedule on annual restricted stock grants to equal annual installment vesting on a pro rata basis over three-years to allow executives to realize incentives over time.

In 2021, management proposed, and the Compensation Committee approved, the use of “fair share” metrics for performance conditions over one-, two-, and three-year performance periods that take into consideration uncertainty from continued COVID-19 restrictions, most notably in Macau. These fair share metrics were generally calculated as follows:

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

Equity Grants:

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 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 ratably over three years on each of the dates of February 28, 2022, 2023 and 2024, based on achievement of pre-established financial performance goals, 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 11, 2021, Mr. Billings received a grant of 20,366 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments 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 ratably over three years on each of the dates of February 28, 2022, 2023 and 2024 based on achievement of pre-established financial performance goals, 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 November 9, 2021, the Company announced that Mr. Billings had been appointed to serve as the Company’s CEO and member of the Board, effective February 1, 2022. In connection with the appointment, Mr. Billings and the Company entered into a new employment contract, under which Mr. Billings received a grant of 52,715 shares of restricted stock upon execution of the employment contract. Except as otherwise described in the section titled “Potential Payments Upon Termination or Change in Control”, such restricted stock award is subject to time-based vesting conditions, whereby 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 12, 2022, Mr. Billings received a grant of 78,672 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 33.3% of the award vests ratably over three years on each of the dates of February 28, 2023, 2024 and 2025, based on achievement of pre-established financial performance goals, and the remaining 67.7% of the award time vests ratably over three years on each anniversary of the grant date, subject to Mr. Billings’ continued employment through such vesting date.

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 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 ratably over three years on each of the dates of February 28, 2022, 2023 and 2024 based on achievement of pre-established financial performance goals, 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.

On January 12, 2022, Ms. Whittemore received a grant of 18,357 shares of restricted stock. Except as otherwise described in the section titled “Potential Payments Upon Termination or Change in Control”, such restricted stock award is subject to both time- and performance-based vesting conditions, whereby 33.3% of the award vests ratably over three years on each of the dates of February 28, 2023, 2024 and 2025, based on achievement of pre-established financial performance goals, and the remaining 67.7% of the award time vests ratably over three years on each anniversary of the grant date, subject to Ms. Whittemore’s continued employment through such vesting date.

On January 14, 2022, the Company announced that Ms. Whittemore and the Company had agreed to extend her employment contract through January 31, 2025.

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 2021, 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 NEOs, have access to the Company’s aircraft pursuant to time-sharing agreements described in “Certain relationships and 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 2021, as part of our regular review of our compensation programs, as well as in connection with new employment contracts for our NEOs, 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 is updated for 2021.

Wynn Resorts 2021 executive compensation peer group

The 16 companies in the peer group generally had revenue, market capitalization and total enterprise value (as of December 31, 2021) in a relevant range around those of the Company as set forth below.

Data source: Bloomberg.

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 2021, 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 2021, 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 2021 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 CONTRACTS: We have a longstanding practice of entering into multi-year employment contracts with our senior executive officers and senior management. We believe that employment contracts provide greater assurance of continuity and retention of critical creative and operating talent in a highly competitive industry. Employment contracts for our NEOs are approved by the Compensation Committee in consultation with the Compensation Committee’s independent compensation advisors, as needed. The employment contracts 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 contracts 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 contracts 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.

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, 2021, 2020 and 2019.

The table below is presented in a manner consistent with Regulation S-K. As discussed in the Compensation Discussion and Analysis section of this proxy, in response to the effects of the COVID-19 pandemic, each of the NEOs voluntarily elected to reduce their base salary by 20% for the period of January 1, 2021 through March 31, 2021, after which each NEO’s base salary was reinstated to the amount of their contractual base salaries. The NEOs did not receive an equity grant in connection with the reduction of their base salaries.

(1) The amounts set forth in this column reflects each Named Executive Officer’s annual base salary approved by the Compensation Committee. On January 1, 2021, each NEO entered into amendments to their respective employment agreement to temporarily reduce the annual base salary compensation by 20% for the first three months of 2021. As result, the 2021 annual base salary was reduced to $1,900,000, $1,140,000 and $665,000 for Mr. Maddox, Mr. Billings and Ms. Whittemore, respectively.

(2) Stock awards granted as a component of the 2021, 2020 and 2019 annual incentive awards are reported in this column as 2021, 2020 and 2019 compensation, respectively, to reflect the applicable service period for such awards; however, stock grants for 2021, 2020 and 2019 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 2021 Annual incentive payout” for a description of the 2021 annual incentive awards. The amounts reported in 2021 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.

(3) The amounts set forth in this column reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. 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, 2021, 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 a subsidiary, 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 2021 Annual incentive payout,” in January 2022, the Compensation Committee exercised its discretion to pay 50% of the actual earned annual incentive for all NEO’s in stock.

(6) The following amounts for 2021 are included in “All Other Compensation” for Mr. Maddox:

(i) insurance premiums and benefits including executive life and medical insurance of $18,980;

(ii) reimbursement of taxes related to work performed in Massachusetts of $865; and

(iii) matching contributions made under the Company’s §401(k) Plan, which is generally available to our eligible employees, of $8,700.

The following amounts for 2021 are included in “All Other Compensation” for Mr. Billings:

(i) insurance premiums and benefits including executive life and medical insurance of $1,962;

(ii) reimbursement of taxes related to work performed in Massachusetts of $466; and    

(iii) matching contributions made under the Company’s §401(k) Plan, which is generally available to our eligible employees, of $8,700.    

The following amounts for 2021 are included in “All Other Compensation” for Ms. Whittemore:    

(i) insurance premiums and benefits including executive life and medical insurance of $10,328;

(ii) reimbursement of taxes related to work performed in Massachusetts of $290; and

(iii) matching contributions made under the Company’s §401(k) Plan, which is generally available to our eligible employees, of $8,700.    

Discussion of summary compensation table

In 2021, 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, 2021, were as follows:

(1) On November 9, 2021, the Company entered into an agreement with Mr. Maddox (the “Maddox Agreement”) to finalize the term of his transition and departure. The Maddox Agreement terminates Mr. Maddox’s existing employment agreement with the Company as of January 31, 2022 and provides that through January 31, 2022, Mr. Maddox will continue to serve as a Director and as the CEO of the Company, and he will continue to receive compensation per the terms of his existing employment agreement. In addition, Mr. Maddox will continue to serve as a non-executive director of Wynn Macau, Limited and Wynn Interactive, Limited through December 31, 2022.

(2) On November 9, 2021, the Company entered into an agreement with Mr. Billings (the “Billings Agreement”). Mr. Billings will become CEO of the Company and a member of the Board effective February 1, 2022, at which time Mr. Billings’ base salary will increase to $1.8 million per year.

(3) On January 12, 2022, the Company entered into an agreement with Ms. Whittemore (the “Whittemore Agreement”). The Whittemore Agreement extends the term of Ms. Whittemore’s employment to January 31, 2025 and provides for a base salary of $900,000 per year.    

Each of the employment agreements provides 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 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 and/or values of the awards, as required under Regulation S-K. Actual payouts are reflected in the “Stock Awards” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation table.

(1) The potential 2021 performance-based annual incentive awards that could have been earned for 2021 are subject to (a) the limitations set forth in the Omnibus Plan, including the cash and stock grant limits and continued employment through the end of the performance period, (b) the Compensation Committee’s ability to reduce awards in its discretion and (c) the Compensation Committee’s discretion to pay a portion of the awards in shares of Common Stock. Actual awards were based upon achievement of the 2021 performance criteria: (i) achievement of a 2021 Encore Boston Harbor Adjusted Property EBITDA goal, (ii) achievement of Macau operations mass table and slots GGR market share goal, (iii) achievement of Wynn Las Vegas GGR market share goal and (iv) successfully capitalize Wynn Interactive. Actual payouts are described in “Compensation Discussion and Analysis-How We Designed Incentives for 2021 Annual incentive payout.”

(2) The amounts set forth in this column reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. 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, 2021, Item 8, Note 12 -“Stock-Based Compensation” to our Consolidated Financial Statements for assumptions used in computing fair value.

(3) Amounts in the Threshold column reflect potential awards for achievement of (i) 2021 Encore Boston Harbor Adjusted Property EBITDA greater than or equal to $130 million but less than $140 million, (ii) Macau operations mass table and slots GGR market share above or equal to 10.5% but below 11.5%, (iii) Wynn Las Vegas GGR market share above or equal to 10.0% but below 12.0% and (iv) successfully capitalize Wynn Interactive. No awards would have been payable under if the (i) 2021 Encore Boston Harbor Adjusted Property EBITDA was below $130 million, (ii) Macau operations mass table and slots GGR market share was below 10.5%, (iii) Wynn Las Vegas GGR market share was below 10.0% and (iv) Wynn Interactive is not successfully capitalized.

(4) Amounts in the Target column reflect potential awards for achievement of (i) 2021 Encore Boston Harbor Adjusted Property EBITDA greater than or equal to $140 million but less than $155 million, (ii) Macau operations mass table and slots GGR market share above or equal to 11.5% but below 13.0%, (iii) Wynn Las Vegas GGR market share above or equal to 12.0% but below 14.0% and (iv) Successfully capitalize Wynn Interactive.

(5) Amounts in the Maximum column reflect potential awards for achievement of (i) 2021 Encore Boston Harbor Adjusted Property EBITDA greater than or equal to $155 million, (ii) Macau operations mass table and slots GGR market share above or equal to 13.0%, (iii) Wynn Las Vegas GGR market share above or equal to 14.0%, and (iv) Successfully capitalize Wynn Interactive.

(6) On January 11, 2021, Mr. Maddox was granted 55,542 shares of restricted stock, provided that 50% of the shares would vest ratably on each of the three anniversary dates from the date of the grant, subject to continued employment. The other 50% of the shares would vest ratably on February 28th of 2022, 2023 and 2024, which are subject to the achievement of pre-established property-level revenue performance goals and continued employment. On November 9, 2021, Mr. Maddox entered into a Transition Agreement, effective January 31, 2022, and as such, Mr. Maddox will receive pro-rata shares of 9,007 for his January 11, 2021 grant in connection with his transition and departure.

(7) On January 11, 2021, Mr. Billings and Ms. Whittemore were granted 20,366 and 9,952 shares of restricted stock, respectively. The restricted stock awards provided that 50% of the shares would vest ratably on each of the three anniversary dates from the date of the grant, subject to continued employment. The other 50% of the shares would vest ratably on February 28th of 2022, 2023, and 2024, which are subject to the achievement of pre-established property-level revenue performance goals and continued employment.

(8) In connection with an employment agreement executed on November 9, 2021, Mr. Billings received an initial grant of 52,715 shares of restricted stock with 1/3 of the shares vesting on each of the three anniversary dates from the date of the grant, subject to continued employment.

Outstanding equity awards at fiscal year-end

(1) On December 11, 2020, Messrs. Maddox and Billings and Ms. Whittemore were granted options to acquire shares of Wynn Interactive, subject to vesting conditions and continued employment. The options vest 25% each year on the anniversary date for four years. The strike price of these options were granted at a premium when compared to the current share price of Wynn Interactive Ltd. as determined by an independent valuation performed in accordance with Internal Revenue Code § 409A.

(2) 35,678 shares will vest on January 11, 2022, subject to continued employment. Of the remaining 157,700 shares, in connection with Mr. Maddox’s Transition Agreement and pursuant to his existing restricted stock agreements, 82,238 unvested shares granted to Mr. Maddox vested on January 31, 2022, representing a pro rata share of restricted stock previously granted to Mr. Maddox in connection with his transition and departure. The remaining 75,462 shares were forfeited on January 31, 2022. See “Executive Compensation Tables-Potential payments upon termination or change in control” section for more detail.

(3) 7,332 shares will vest if certain performance conditions are met related to company-specific gaming licensure in certain jurisdictions and subject to continued employment. 3,394 shares will vest on February 28, 2022 and 2023; 3,395 shares will vest on February 28, 2024; and 7,046 shares and 7,332 shares will vest on March 1, 2022 and March 1, 2023, respectively, all of which are subject to continued employment and the achievement of pre-established property-level revenue and/or Adjusted Property EBITDA performance goals. 7,046 shares will vest on January 11, 2022; 3,394 shares will vest on January 11, 2022 and 2023; 3,395 shares will vest on January 11, 2024; 11,000 shares will vest on March 1, 2022; 5,000 shares will vest on March 1, 2023; 17,571 shares will vest on November 9, 2022; and 17,572 shares will vest on November 9, 2023 and 2024, respectively, all of which are subject to continued employment.

(4) 1,658 shares will vest on February 28, 2022 and 2023; 1,660 shares will vest on February 28, 2024; 1,125 shares will vest on March 1, 2022; 3,303 shares will vest on March 1, 2022; and 3,583 shares will vest on March 1, 2023, all of which are subject to continued employment and the achievement of pre-established property-level revenue and/or Adjusted Property EBITDA performance goals. 3,303 shares will vest on January 11, 2022; 1,658 shares will vest on January 11, 2022 and 2023; 1,660 shares will vest on January 11, 2024; 1,000 shares will vest on July 15, 2022; and 3,583 shares will vest on January 14, 2023, all of which are subject to continued employment.

(5) Amounts in this column are based upon the closing price of the Company’s stock at December 31, 2021, which was $85.04.

Option exercises and stock vested in 2021