The Height of Hospitality Wynn Resorts 2022 PROXY REPORT

Table of Contents

2022 Highlights

(1) Adjusted Property EBITDAR is a net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on extinguishment of debt, and other non-operating income and expenses. See our Annual Report on Form 10-K for the year ended December 31, 2022 (Item 8, Note 19—“Segment Information” to our Consolidated Financial Statements) for the definition of “Adjusted Property EBITDAR,” a reconciliation of Adjusted Property EBITDAR to net income/loss attributable to Wynn Resorts.

SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS

We value the perspective of our shareholders and believe that shareholder engagement leads to enhanced governance practices.

We recognize that the results of our last two advisory votes on our NEOs’ compensation (“Say-on-Pay” votes) are reflective of not meeting our investors’ expectations as far as our level of engagement and responsiveness to their feedback.

The years for which these Say-on-Pay votes took place (2021 and 2022) represented an unprecedent time for the company, as we dealt with the extended impact of COVID-19 on our operations in Macau, all while managing a CEO and CFO transition.

We are committed to set and meet a best-practice standard for engagement with our investors. We value our investors’ views and fully intend to respond to their feedback when making future decisions about the philosophy, design and components of our executive compensation program. We believe the changes we made, as further described in the table “What We Heard—How We Responded” below demonstrate this commitment.

The table below summarizes the common themes that emerged from our engagement conversations and the Board’s responsive actions:

In addition, our Board’s response to our 2022 Say on Pay vote is described in greater depth in “Compensation discussion and analysis” — “Shareholder engagement & response to the 2022 Say-on-Pay vote.”

Governance

WHO WE ARE

DIRECTOR SKILLS AND EXPERIENCE

The table below and the director biographies below highlight the key skills and experiences that our directors have developed through education, direct experience and oversight responsibilities. We believe these collective qualities, skills, experiences and attributes are essential to the Board’s ability to exercise its risk oversight function and to guide us to long-term, sustainable performance. If an individual director is not listed as having a particular attribute, it does not signify a director’s lack of ability to contribute in that specific area. Rather, it is intended to depict notable areas of focus.

* Denotes those designated as Audit Committee financial experts.

Board composition

Our Board currently has nine members: Philip Satre, who serves as non-executive Chair of the Board, Betsy Atkins, Craig Billings, our Chief Executive Officer, Richard Byrne, Patricia Mulroy, Margaret Myers, Clark Randt, Jr., Darnell Strom, and Winifred Webb. In addition, Matt Maddox served as a director until his departure on January 31, 2022. In accordance with our Retirement Policy included as part of our Corporate Governance Guidelines, Ambassador Randt will not be standing for re- election and will be retiring as a member of the Board effective at the 2023 Annual Meeting. We thank Ambassador Randt for his many years of dedicated service to the Company.

At the 2023 Annual Meeting, Mr. Byrne, Ms. Mulroy, and Mr. Satre are standing for election to serve on our Board until the 2026 Annual Meeting.

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 Boards of SL Green Realty (since April 2015), Solaredge Technologies, Inc. (since June 2021) and Enovix Corporation (since July 2021).

PREVIOUS EXPERIENCE –  January 2016 to March 2022: Board member, Volvo Car Group   –  2016 to October 2018: Director, Cognizant Technology Solutions   –  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, Inc.   –  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, and Chair, Executive Advisory Board, 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.

Director Since

April 2018

Term Expires

2024 Annual Meeting

Age

69

Board Committees:

Compensation (Chair), Nominating and Corporate Governance

SKILLS AND QUALIFICATIONS

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 when he became CEO of Wynn Interactive. Mr. Billings joined the Company in March 2017 as Chief Financial Officer until he was selected as CEO. Mr. Billings is also the CEO and an 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 audit and assurance manager at Deloitte.   –  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 experience in the gaming industry, both domestically and internationally, as well as experience in the investment banking and financial services industries.

Director Since

February 2022

Term Expires

2025 Annual Meeting

Age

50

SKILLS AND QUALIFICATIONS

Richard J. Byrne CEO, Chair of the Board of Franklin BSP Realty Trust, Inc.

Mr. Byrne is Chair of the Board and CEO of Franklin BSP Realty Trust, Inc., a publicly-traded commercial real estate finance company, which is externally managed by Benefit Street Partners L.L.C., (a wholly owned subsidiary of Franklin Resources, Inc.), where Mr. Byrne has served as president since 2013. In addition to his one public company board chair position, Mr. Byrne serves as CEO and chair of two related non-publicly traded business-development companies regulated by the Investment Company Act of 1940: Franklin BSP Lending Corp. since 2016 and Franklin BSP Capital Corp. since 2020. Mr. Byrne is a member of the board of directors of New York Road Runners and 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.

Director Since

August 2018

Term Expires

2023 Annual Meeting

Age

62

Board Committees:

Audit (Financial Expert) Compensation

SKILLS AND QUALIFICATIONS

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, joining them after having served as a Non-Resident Senior Fellow of the Brookings Institute She serves on the Board of Bowman Consulting, Inc. a publicly traded engineering consulting firm. 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 having worked with organizations such as the World Bank in China and with the government of Saudi Arabia on their Project Neon. Ms. Mulroy formerly was a member of the Global Agenda Council on Water of the World Economic Forum and still serves as a Water Advisor to the organization.

PREVIOUS EXPERIENCE –  July 2014 to October 2015: served on the Nevada Gaming Commission   –  1995 to 2014: Nevada’s representative in all interstate, national and international negotiations and matters regarding the Colorado River negotiating numerous groundbreaking interstate agreements and international treaty modifications.   –  1993 to 2014: Chief executive of the Southern Nevada Water Authority   –  1989 to 2014: Chief executive 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 and pursued doctoral studies at Stanford University.   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.

Director Since

October 2015

Term Expires

2023 Annual Meeting

Age

70

Board Committees:

Audit Nominating and Corporate Governance (Chair)

SKILLS AND QUALIFICATIONS

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, Inc. (“Warner Bros.”), a broad-based global 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.

Director Since

April 2018

Term Expires

2025 Annual Meeting

Age

61

Board Committees:

Compensation Nominating and Corporate Governance

SKILLS AND QUALIFICATIONS

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.

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; is Co-Founder and Chair of the Kenny Guinn Center for Policy Priorities and served on the Stanford Alumni Association Board of Directors until June 2022.

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 (“IGT”), 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. He attended the M.I.T. Senior Executive Development Program in Fall, 1982.   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.

Director Since

August 2018

Term Expires

2023 Annual Meeting

Age

73

Board Committees

Nominating and Corporate Governance

SKILLS AND QUALIFICATIONS

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, United Talent Agency (“UTA”). Mr. Strom represents transformative talent, brands, and organizations across entertainment, media, sports, fashion, the arts, entrepreneurship, politics, and thought leadership.

SKILLS AND QUALIFICATIONS

Winifred M. Webb Founder, Kestrel Corporate Advisors

Ms. Webb founded Kestrel Corporate Advisors, an advisory services firm in 2013. Ms. Webb currently serves on the Board of Trustees of AMH (since January 2019), the Boards of AppFolio, Inc. (since December 2019) and ABM Industries (“ABM”) (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 corporate positions, including as Senior Vice President of Investor Relations and Shareholder Services, and governance outreach, The Walt Disney Company (“Disney”); Executive Director, The Walt Disney Company Foundation   –  Previously held various investment banking positions   –  Prior service on the boards of TiVo, Jack in the Box, 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, real estate 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.

Director Since

April 2018

Term Expires

2025 Annual Meeting

Age

65

Board Committees:

Audit, Chair (Financial Expert)

SKILLS AND QUALIFICATIONS

Board independence

The Board has affirmatively determined that each director that served during 2022 was, and each current director continues to qualify as an independent director in accordance with Nasdaq’s listing standards, except Mr. Billings, our Chief Executive Officer, and Mr. Maddox, our former Chief Executive Officer. In addition, the Board has determined that each of Messrs. Byrne and Strom, and Ms. Mulroy and Ms. Webb meets the heightened independence requirements for Audit Committee membership as set forth in Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of Nasdaq, and that each of Ms. Atkins, Ms. Myers and Mr. Byrne and Ambassador Randt meets the heightened independence requirements for Compensation Committee members set forth in Rule 10C-1 under the Exchange Act and the applicable listing standards of Nasdaq.

WHAT WE ACCOMPLISHED

We are asking for your voting support to continue our leadership, so we want to share some highlights from what we—your board of directors—accomplished and oversaw in 2022:

In addition, we supported management in evaluating and contributing to the Macau concession renewal. Further, we supported management in its effort to develop the first ever integrated resort in the UAE, a part of the world whose importance continues to grow rapidly.

We acted with similar urgency and focus to refine our own practices and contributions, adding critical training programs, examining each of our governance practices with fresh eyes and greatly expanded our shareholder outreach.

Attendance at board, committee and annual shareholder meetings

During 2022, the Board held nine meetings, the Audit Committee held five meetings, the Compensation Committee held five meetings and the Nominating and Corporate Governance Committee held four meetings. Directors are expected to attend the annual meeting of shareholders and all or substantially all of the Board meetings and meetings of committees on which they serve. For the annual meeting held on May 5, 2022, all directors then in office attended such meeting and during 2022 each director attended at least 90% of the meetings of the Board during such director’s tenure and the total number of meetings held by any of the committees of the Board on which the director served.

HOW WE GOVERN AND ARE GOVERNED

Our Board considers carefully which of its functions should be delegated to committees and which are better suited for the full Board. We also consider carefully which directors serve on, and chair, each committee, and how reporting between the public committees, the Board, the Board Chair, and management should take place.

As the expectations placed on company boards continue to grow, the Nominating and Governance Committee periodically assesses this structure, including monitoring the function of the committees through the annual self-evaluation process, when and whether new committees or sub-committees are needed and how the committee’s reporting mechanisms to the Board are operating in practice.

Committees of the board

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 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;

(1) Ambassador Randt will not stand for re-election at the expiration of his term at the Company’s 2023 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. 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 Compensation Committee oversees the CEO’s annual evaluation of our senior management and considers such evaluations when determining the 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 2022, 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 2022, 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 helps the Committee 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 who served in 2022 were Ms. Atkins, Mr. Byrne, Ms. Myers and Ambassador Randt. No member of the Compensation Committee is, or was, 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 experiences 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 have a reputation for honest and ethical conduct in both personal and professional activities. The Nominating and Corporate Governance Committee may, from time to time, develop and recommend additional criteria for identifying and evaluating director candidates, including those recommended for consideration by Company shareholders. 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.

The Company’s Corporate Governance Guidelines sets forth the Company’s policy requiring the inclusion of candidates with diversity of race, ethnicity, and gender when evaluating new candidates for the Board. Additionally, we have established a goal of 50% diversity among Board members, which we have exceeded since 2020.

The Nominating and Corporate Governance Committee is responsible for conducting the annual Board self-evaluation process. 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 comply with the provisions of the Company’s Ninth Amended and Restated Bylaws (the “Bylaws”) and be sent to the Company’s Secretary at Wynn Resorts, Limited, c/o Secretary at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

If the Nominating and Corporate Governance Committee pursues consideration of a person 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, verify 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 who 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 a candidate has been recommended by a shareholder.

Board leadership

On at least an annual basis, our Board assesses its leadership structure, including the appointment of the Chair of the Board. The Chair of the Board is annually elected by a majority of the members of the Board. Our Corporate Governance Guidelines requires that our Chair be an independent, non-executive member of the Board. We believe the separation of the Chair and the Chief Executive Officer clarifies the individual roles and responsibilities of the Chief Executive Officer, streamlines decision-making and enhances accountability. Our Chief Executive Officer, Mr. Billings, serves as a member of the Board, and Mr. Satre has served as our non-executive Chair of the Board since 2018. This separation in roles allows Mr. Billings to focus on the management of the Company, day-to-day operations and engagement with external stakeholders. Mr. Satre, as an independent member of the Board, focuses his attention on the broad strategic issues considered by the Board leveraging his strong public company and gaming background to provide strategic guidance and effective oversight of management and engaging with the Chief Executive Officer between Board meetings.

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, communities in which it does business, our planet, and the other individuals and organizations that share interests with us.

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.

Prohibition on hedging and pledging transactions

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.

HOW YOU CAN COMMUNICATE WITH US AND HOW WE COMMUNICATE WITH YOU

We know that the caliber of our decision making as a Board is highly influenced by the sources, caliber and timeliness of the information we seek and receive to inform our deliberations. We therefore cast a wide net for input from management, employees, customers, thought leaders, competitors and potential disrupters, thought leaders, regulators, lenders and insurers and, perhaps most critically, from investors: those of you who have a financial stake in us have every reason to collect and share insights essential to our operations and resilience.

Because investor input is so critical to our functioning and accountability, we maintain a number of ways for you, as shareholders, to provide it to us as a Board, to individual directors or to management:

HOW WE ARE PAID

For the 2022 Board service year that began with the Annual Meeting in May 2022, non-employee directors of the Company received fees for service on the Board and Committees as follows:

(1) Amount and vesting period determined annually at a meeting of the Board.

In response to continued restrictions on travelling to Macau resulting from the COVID-19 pandemic and the financial impact on the Company, certain non-employee directors elected to receive stock in lieu of all or a portion of the annual fee for their Board service. These amounts are annotated in the table below.

In addition to the fees set forth in the table above, ex officio members of the Compliance Committee receive an annual retainer of $75,000, and the Chair of the Audit Committee receives an attendance fee of $1,500 or $2,500 for telephonic and in-person meetings of the Compliance Committee, respectively. All non-employee 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. Non-employee directors from time to time may receive other benefits and as is discussed in the table below under “All Other Compensation,” if applicable. The Company does not provide non-equity incentive plan awards or deferred compensation or retirement plans for non-employee directors.

For the 2022 period prior to the Annual Meeting in May 2022, Board compensation consisted of a monthly member fee of $5,000 and a $1,500 meeting fee for each Board or Committee meeting he or she attended instead of the $100,000 annual fee. Monthly Committee service fees were consistent between the period prior to and post the 2022 Annual Meeting, except for the Audit Committee chair role, which increased to $3,000 per month from $2,500 per month.

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, 2022. Messrs. Billings and Maddox received no compensation for their service as a director and, therefore, are not included in this table.

(1) The amounts set forth in this column reflects each non-employee director’s total annual fees, inclusive of their respective total annual retainer fees. On May 11, 2022, as a measure to preserve liquidity due to the ongoing financial effects of pandemic related travel restrictions to and from Macau, Ms. Atkins, Ms. Webb, and Mr. Satre each elected to receive 100% of the remainder of their respective annual retainer fees in the form of a restricted stock award, and Mr. Strom elected to receive 33% of the remainder of his respective annual retainer fee in the form of a restricted stock award all of which vest on December 31, 2022. The full annual fees for each such non-employee director, including restricted stock granted in lieu of cash, are reflected above in the Fees Earned or Paid in Cash column, and such restricted stock components are computed in accordance with FASB ASC Topic 718, except for a de minimis incremental amount equal to $24, $(12), 14, and $24 for Ms. Atkins, Mr. Satre, Mr. Strom, and Ms. Webb, respectively, which is included in the “Stock Awards” column above. The number of shares each non-employee director was granted was determined based on each of their respective annual retainer fees for the remainder of 2022 and the closing stock price on May 11, 2022, which was $58.85.

(2) The amounts set forth in this column reflect the aggregate grant date fair value of 3,474 restricted stock awards granted to each director on May 5, 2022, as computed in accordance with FASB ASC Topic 718, except for Mr. Johnson. The aggregate number of unvested stock awards held by each director at December 31, 2022, is as follows: Ms. Atkins, Mr. Byrne, Ms. Mulroy, Ms. Myers, Ambassador Randt, Mr. Satre and Ms. Webb, 3,916 each; and Mr. Strom, 3,474. The amount set forth in this column for Mr. Johnson includes the effect of the revaluing of his unvested award balances of 1,212 restricted stock at the time of the accelerated vesting of such awards in connection with his retirement from the Board.

(3) The aggregate number of outstanding option awards held by each director at December 31, 2022, is as follows: Ambassador Randt 7,000 vested; and Ms. Mulroy 6,700 vested.

(4) Mr. Johnson retired from the board effective at the 2022 annual meeting on May 5, 2022.

Our company

WHO WE ARE

We are a US-based global company whose over 27,000 highly diverse employees in the United States and Macau provide the experiences that place all of our global entertainment properties at the top of the most respected rankings, which in turn, support our brand, our stability, and our ability to create value for all our stakeholders.

Although we are required by law to feature in this proxy statement the members of our Board of Directors and executive team, we want to tell you about all of us, because we are acutely aware that it is our five-star employees who create five-star experiences.

So here are some quick facts about us as a team:

We offer exclusive educational opportunities so our employees may advance their careers. We signal to employees how much we value internal opportunities by trying to promote from within wherever we can: that includes the promotion of our new CEO.

When we talk about who we are, we are not only thinking about our employees and executives—we touch lives more broadly than that. We seek opportunities to enrich our communities and advance responsible initiatives in several areas such as executing a comprehensive human trafficking prevention program with industry-leading partnerships and local organizations. We believe in hiring and training a local workforce to create strong and engaged communities surrounding our properties. We are recognized for building award-winning community volunteer and donation programs, including matching dollar-for-dollar charitable donations of up to $75,000 per employee, the highest match offered in the industry. We continuously expand diversity and inclusion programs across our operations, earning recognition as one of the top companies in our sector for doing so.

HOW WE DO IT—OUR PEOPLE AND OUR PROPERITES

We purposefully speak first about our people- our employees are everyday creators of unforgettable experiences, which our customers return for. They are also the ones who identify, design, build, maintain, and create ‘magic’ at our resorts. These resorts allow us to demonstrate that “five-star” describes our ability to surprise and delight customers while respectfully stewarding our planet and driving financial efficiency for our investors. To that end, we have committed to three aggressive corporate sustainability goals that guide our company growth and address the global threat of climate change:

To meet these goals, we have made significant investments in clean and renewable energy projects, expanded our integration of smart water technologies to reduce consumptive water use, developed zero-waste convention programs and continue to design and build our resorts to the best-in-class green building standards.

For more information on our environmental and social efforts see our annual Environmental, Social, and Governance Reports at http://wynnresponsibility.com

EXECUTIVE OFFICERS

Our Executive Officers as of March 10, 2023, are:

NON-DIRECTOR EXECUTIVE OFFICERS

Julie Cameron-Doe Chief Financial Officer

Ms. Cameron-Doe is the Company’s Chief Financial Officer, a position she has held since April 2022.

								PREVIOUS EXPERIENCE -   2018 to 2022: CFO of Aristocrat Leisure Ltd, the world’s leading gaming manufacturer, listed on the Australian Stock Exchange   -   2013-2018: Group General Manager—Finance at Aristocrat, where she was responsible for group finance including planning, reporting, financial control, tax, treasury, M&A, risk & internal audit   -   Previously senior finance lead for entertainment and ecommerce companies in the United Kingdom and Australia     EDUCATION Ms. Cameron-Doe graduated with a B.A. (Economics) from the University of Durham in the United Kingdom. She is a Fellow Chartered Accountant.
		Joined Wynn		April 2022
		Age		53

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. In December 2022, Ms. Whittemore was appointed as a Non-Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company.

								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 with 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		66

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 practices that are designed 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 2022, OUR NEOs WERE:

SHAREHOLDER ENGAGEMENT & RESPONSE TO THE 2022 SAY-ON-PAY VOTE

We recognize that the results of our last two advisory votes on our NEOs’ compensation (“Say-on-Pay” votes) are reflective of not meeting our investors’ expectations as far as our level of engagement and responsiveness to their feedback.

The years for which these Say-on-Pay votes took place (2021 and 2022) represented an unprecedent time for the company, as we dealt with the extended impact of COVID-19 on our operations in Macau, all while managing a CEO and CFO transition.

We are committed to set and meet a best-practice standard for engagement with our investors. We value our investors’ views and fully intend to respond to their feedback when making future decisions about the philosophy, design and components of our executive compensation program. We believe the changes we made, as further described in the table “What We Heard—How We Responded” below demonstrate this commitment.

ROBUST OUTREACH AND ENGAGEMENT

We value the perspective of our shareholders and believe that shareholder engagement leads to enhanced governance practices.

This past year we undertook a significant outreach program in response to our 2022 Say-on-Pay vote. Following the vote we reached out to shareholders that held approximately 52% of outstanding shares (“O/S”) and engaged with shareholders that held 49% of O/S. We also engaged with both of the leading proxy advisory firms.

Participating in this effort on behalf of the Company was our CFO along with an independent Board director and member of our Compensation Committee. The feedback received was then shared and discussed with the Compensation Committee and the Board.

During these discussions we invited shareholders to share any feedback as well as ask questions on areas of focus from their perspective. We shared an overview of our business, performance and the impact of the pandemic, particularly with respect to Macau which is heavily dependent on visitation from China. We also reviewed our compensation program and compensation decisions leading up to the 2022 Annual General Meeting which included a leadership transition, with the departure of Matt Maddox as CEO on January 31, 2022, the promotion of the then CFO Craig Billings to CEO and the appointment of Julie Cameron-Doe as CFO. These discussions touched on a broad set of topics including executive compensation; culture; Diversity, Equity and Inclusion; talent and retention; other ESG topics; corporate governance matters and the pandemic.

The Board conducted an in-depth review of the shareholder feedback to develop an appropriate response to the 2022 Say-on-Pay vote, evaluating actions both in terms of potential changes to compensation practices and disclosure, as described in the table below:

Overview of our executive compensation program

RIGOROUS DESIGN, ACCOUNTABILITY AND ALIGNMENT

CONTINUED RESPONSIVENESS TO EFFECTS OF COVID-19

KEY LEADERSHIP TRANSITION

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 stock holding requirements for executives (6x base salary for our CEO and 3x base salary for our other NEOs).

SIMPLICITY AND CLARITY: We value pay structures that are simple and clear. We believe pay simplicity promotes transparency, avoids incentivizing 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 and integrity, 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) In 2022, the proportion of our LTI awards subject to performance conditions was lower than historic levels due to heightened uncertainty in Macau at the time the goals were set in early 2022. In 2023, we increased the proportion from 33% to 55%, including 25% subject to a three-year absolute TSR hurdle rate for CEO and CFO.

(2) Based on 2022 Total Direct Compensation for NEOs.