UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(702 ) 770-7555
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 4, 2023, Wynn Resorts, Limited (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal, as certified by American Election Services, LLC, the independent inspector of elections for the Annual Meeting, were as follows:
Proposal 1: Election of Directors
To elect three Class III directors, each to serve until the 2026 Annual Meeting of Stockholders:
| Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Richard J. Byrne | 64,448,013 | 11,263,404 | 20,836,772 | |||||||||||||||||
Patricia Mulroy | 67,743,200 | 7,968,217 | 20,836,772 | |||||||||||||||||
Philip G. Satre | 68,187,550 | 7,523,867 | 20,836,772 | |||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Auditors
To ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 96,086,032 | 336,531 | 125,626 | — | |||||||||||||||||
Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 72,685,072 | 2,894,528 | 131,817 | 20,836,772 | |||||||||||||||||
Proposal 4: Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers (“Say-on-Pay”)
To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers (“Say-on-Pay”), as described in the Proxy Statement:
| Votes For Every One Year | Votes For Every Two Years | Votes For Every Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 74,565,602 | 212,921 | 808,023 | 124,871 | 20,836,772 | ||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WYNN RESORTS, LIMITED | ||||||||||||||
| Dated: May 8, 2023 | By: | /s/ Ellen F. Whittemore | ||||||||||||
| Ellen F. Whittemore | ||||||||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||||||||