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): March 28, 2006
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.R.S. Employer
of incorporation) Identification No.)
WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
Nevada 333-98369 88-0494878
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices of each registrant) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 1.01. Entry into a Material Definitive Agreement.
On March 28, 2006, the Compensation Committee of the Board of Directors
of Wynn Resorts, Limited approved performance criteria for the payment of
bonuses for the calendar year 2006 to participants in its Performance Based
Incentive Plan for Executive Officers (the "Incentive Plan"). The Incentive Plan
is an annual bonus plan designed to provide certain senior executive officers
with incentive compensation based upon the achievement of pre-established
performance goals. The performance bonus criterion for calendar year 2006 is
described in Exhibit 10.1 hereto, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
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10.1 Description of Performance Based Incentive Plan Bonus
Criteria for Calendar Year 2006.
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: March 29, 2006
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer
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: March 29, 2006
WYNN LAS VEGAS, LLC
By: Wynn Resorts Holdings, LLC,
its sole member
By: Wynn Resorts, Limited, its
sole member
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer
Exhibit 10.1
Description of Performance Based Incentive Plan
Bonus Criterion for Calendar Year 2006
The following senior executive officers of Wynn Resorts, Limited (the "Company")
are participants in the Company's Performance Based Incentive Plan for Executive
Officers (the "Incentive Plan") for the fiscal year 2006: Stephen A. Wynn, Chief
Executive Officer; Ronald J. Kramer, President; Marc. D. Schorr, Chief Operating
Officer; John Strzemp, Chief Financial Officer; Linda Chen, President, Wynn
International Marketing and Andrew Pascal, Chief Operating Officer and
President, Wynn Las Vegas, LLC. On March 28, 2006, the Compensation Committee of
the Board of Directors of the Company (the "Compensation Committee") approved
performance criterion applicable to the payment of bonuses for the calendar year
2006 under the Incentive Plan.
The approved performance criterion is an EBITDA target for the Company's Wynn
Las Vegas project.
Achievement of all of the performance objectives could result in maximum bonuses
under the Incentive Plan for Mr. Wynn of 250% of his base salary, for Messrs.
Kramer, Schorr and Pascal and Ms. Chen of 200% of their annual base salary and
for Mr. Strzemp of 100% of his base salary (determined in accordance with the
Incentive Plan). The earned bonus for each executive shall be subject to (i)
downward (but not upward) discretionary adjustments, if any, as determined by
the Compensation Committee, and (ii) any maximum bonus amount set forth in the
Incentive Plan. The Compensation Committee will determine whether the
performance objectives were reached after the end of the calendar year 2006, and
any bonus payments will be made early in 2007.