UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 11, 2005
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction (Commission File Number) (I.E. Employer
of Incorporation) Identification No.)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
In the Summary Compensation Table included in the proxy statement on Schedule
14A of Wynn Resorts, Limited (the "Company"), filed April 11, 2005, the
amounts reported as bonus compensation paid to the Company's Chief Financial
Officer during 2004, 2003 and 2002 were inadvertently also reported as other
annual compensation to the Chief Financial Officer for those years, although
there were no amounts of other annual compensation paid during those years.
Set forth below is a corrected Summary Compensation Table.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid or accrued by the Company
to the Chief Executive Officer of the Company and to each of the four most
highly compensated executive officers of the Company (other than the Chief
Executive Officer) (collectively, the "Named Executive Officers"), for
services rendered to the Company and its affiliates in all capacities during
the last three completed fiscal years.
- --------------------------------- ------------------------------------------------ ---------------------------- ----------------
Annual Compensation Long-Term Compensation
- ---------------------------------------------------------------------------------- ---------------------------- ----------------
Awards
- --------------------------------- ------ ------------ ------------ -------------- ------------ ---------------- ----------------
Restricted Securities
Other Annual Stock Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Award(s) Options/SARs Compensation
($) ($) ($) ($) (#) ($)(1)
- --------------------------------- ------ ------------ ------------ -------------- ------------ ---------------- ----------------
Stephen A. Wynn 2004 $1,826,923 $2,740,382 $215,283(2) $ -- -- $15,928
Chief Executive Officer of 2003 1,326,923 -- 109,213(2) -- -- 11,437
Wynn Resorts, Limited 2002 197,115 -- 63,060(2) -- --
--
- --------------------------------- ------ ------------ ------------ -------------- ------------ ---------------- ----------------
Ronald J. Kramer (3) 2004 1,171,923 1,171,923 -- -- (4) -- 7,458
President of Wynn 2003 1,072,692 -- -- 2,828,770 (5) 200,000 1,530
Resorts, Limited 2002 730,769 1,250,000 -- -- -- 833
- --------------------------------- ------ ------------ ------------ -------------- ------------ ---------------- ----------------
Marc D. Schorr 2004 1,000,000 1,000,000 -- -- (4) -- 10,643
Chief Operating Officer of 2003 788,461 -- -- -- 200,000 6,000
Wynn Resorts, Limited 2002 118,269 -- -- 2,513,830 (5) -- 139
- --------------------------------- ------ ------------ ------------ -------------- ------------ ---------------- ----------------
John Strzemp 2004 509,000 175,000 -- -- -- 7,408
Executive Vice President and 2003 509,000 150,000 -- -- 100,000 7,267
Chief Financial Officer of 2002 459,692 150,000 -- 2,513,830 (5) -- 7,122
Wynn Resorts, Limited
- --------------------------------- ------ ------------ ------------ -------------- ------------ ---------------- ----------------
Linda Chen 2004 500,000 250,000 53,567 -- -- 6,633
President - Wynn International 2003 499,670 250,000 -- -- 50,000 486
Marketing, LLC 2002 423,882 145,205 -- -- 25,000 168
- --------------------------------- ------ ------------ ------------ -------------- ------------ ---------------- ----------------
(1) The following amounts are included in All Other Compensation: (i) the
Company's matching contributions made in fiscal year 2004 to the
Company's 401(k) Plan, as follows: Stephen A. Wynn ($6,150), Kramer
($6,125), Marc D. Schorr ($6,150), John Strzemp ($6,150) and Linda Chen
($6,150) and (ii) executive life insurance premiums paid in 2004, as
follows: Stephen A. Wynn ($9,778), Ronald J. Kramer ($1,308), Marc D.
Schorr ($4,493) John Strzemp ($1,259) and Linda Chen ($483).
(2) The following amounts are included in Other Annual Compensation: (i) in
2004, $68,750 for compensation and benefits of a driver whom we employ
for Stephen A. Wynn's business and personal use, $63,311 related to the
value of a vehicle provided by the Company for Mr. Wynn's use, and
$83,222 attributable to personal use of the Company's corporate aircraft
(the amount attributable to personal use of the Company's aircraft equals
the amount by which the variable cost of such use exceeds the amount paid
by the executive, which amount is determined by reference to the Internal
Revenue Services Standard Industry Fare Level (SIFL) tables. The SIFL
amount is used by the Company and its executives for tax reporting
purposes); and (ii) in 2003, $64,900 for compensation and benefits of a
driver whom we employ for Stephen A. Wynn's business and personal use,
and $44,313 related to the value of a vehicle provided by the Company for
Mr. Wynn's use; and (iii) in 2002, $55,000 for the salary of a driver
whom we employee for Stephen A. Wynn's business and personal use, and
$8,060 for the value of accounting services provided to Mr. Wynn.
(3) Mr. Kramer commenced his employment with the predecessor of the Company
on April 1, 2002.
(4) On December 27, 2004, subject to certain conditions, the Compensation
Committee approved a grant to Messrs. Kramer and Schorr of 150,000 and
125,000 shares of restricted stock, respectively, for services rendered
during 2004. These grants became effective on February 3, 2005. 20% of
each grant will vest on December 15th of each of the next five years,
beginning with December 15, 2005.
(5) On December 11, 2002, Messrs. Strzemp and Schorr were each granted
189,723 shares of restricted stock, and on April 1, 2003, Mr. Kramer was
granted 189,723 shares of restricted stock. Mr. Strzemp's grant vested in
its entirety on November 1, 2004. Messrs. Kramer's and Schorr's grants
vest in their entirety on May 31, 2005. As of December 31, 2004, the
value of Messrs. Kramer's and Schorr's respective grants was $12,696,263
based on a closing price of $66.92 per share on December 31, 2004. There
are no voting rights associated with any unvested shares and any
distributions or dividends with respect to unvested shares are held by
the Company and are released only upon vesting.
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.
Date: April 21, 2005
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer